NATIONS FUND PORTFOLIOS INC
497, 1997-03-26
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<PAGE>
Prospectus
                                    PRIMARY A SHARES
                                       JULY 31, 1996
                                  AS SUPPLEMENTED ON
                                   FEBRUARY 12, 1997
MONEY MARKET FUNDS
Nations Prime Fund
Nations Treasury Fund
Nations Government Money Market
  Fund
Nations Tax Exempt Fund
EQUITY FUNDS
Nations Value Fund
Nations Equity Income Fund
Nations International Equity Fund
Nations Emerging Markets Fund
Nations Pacific Growth Fund
Nations Capital Growth Fund
Nations Emerging Growth Fund
Nations Disciplined Equity Fund
Nations Equity Index Fund
BALANCED FUND
Nations Balanced Assets Fund
BOND FUNDS
Nations Short-Intermediate Government
  Fund
Nations Government Securities Fund
Nations Short-Term Income Fund
Nations Diversified Income Fund
Nations Strategic Fixed Income Fund
Nations Global Government Income Fund
Nations Municipal Income Fund
Nations Short-Term Municipal Income
  Fund
Nations Intermediate Municipal Bond
  Fund
Nations Florida Intermediate Municipal Bond
  Fund
Nations Florida Municipal Bond Fund
Nations Georgia Intermediate Municipal Bond
  Fund
Nations Georgia Municipal Bond Fund
Nations Maryland Intermediate
  Municipal Bond Fund
Nations Maryland Municipal Bond
  Fund
Nations North Carolina Intermediate
  Municipal Bond Fund
Nations North Carolina Municipal Bond
  Fund
Nations South Carolina Intermediate
  Municipal Bond Fund
Nations South Carolina Municipal Bond
  Fund
Nations Tennessee Intermediate
  Municipal Bond Fund
Nations Tennessee Municipal Bond
  Fund
Nations Texas Intermediate Municipal
  Bond Fund
Nations Texas Municipal Bond Fund
Nations Virginia Intermediate
  Municipal Bond Fund
Nations Virginia Municipal Bond Fund

                                               (Nations Fund Logo appears here)

INVESTMENT ADVISER: NationsBanc Advisors, Inc.
SUB-INVESTMENT ADVISER: TradeStreet Investment Associates, Inc.
SUB-INVESTMENT ADVISER: Gartmore Global Partners
DISTRIBUTOR: Stephens Inc.

TR-96127-297


<PAGE>

PROSPECTUS
                                                               Primary A Shares
                                                                  July 31, 1996
                                                             as supplemental on
                                                              February 12, 1997

This Prospectus describes the investment portfolios listed in the column to the
right (each a "Fund") of Nations Fund Trust, Nations Fund, Inc. and Nations Fund
Portfolios, Inc. ("Nations Portfolios"), each an open-end management investment
company in the Nations Fund Family ("Nations Fund" or "Nations Fund Family").
This Prospectus describes one class of shares of each Fund  --Primary A Shares
(formerly called Trust A Shares). Nations Disciplined Equity Fund was formerly
called "Nations Special Equity Fund."

NATIONS PRIME FUND, NATIONS TREASURY FUND, NATIONS GOVERNMENT MONEY MARKET FUND
AND NATIONS TAX EXEMPT FUND (THE "MONEY MARKET FUNDS") SEEK TO MAINTAIN A NET
ASSET VALUE OF $1.00 PER SHARE.

INVESTMENTS IN THE MONEY MARKET FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THESE FUNDS WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

This Prospectus sets forth concisely the information about each Fund that a
prospective purchaser of Primary A Shares should consider before investing.
Investors should read this Prospectus and retain it for future reference.
Additional information about Nations Fund Trust, Nations Fund, Inc. and Nations
Portfolios is contained in separate Statements of Additional Information (the
Fund "SAIs"), that have been filed with the Securities and Exchange Commission
(the "SEC") and are available upon request without charge by writing or calling
Nations Fund at its address or telephone number shown below. The SAIs Fund for
Nations Fund Trust, Nations Fund, Inc. and Nations Portfolios, each dated July
31, 1996, are incorporated by reference in their entirety into this Prospectus.
NationsBanc Advisors, Inc. ("NBAI") is the investment adviser to the Funds.
TradeStreet Investment Associates, Inc. ("TradeStreet") is sub-investment
adviser to certain of the Funds. and Gartmore Global Partners ("Gartmore") is
sub-investment adviser to the other Funds. As used herein the Fund the "Adviser"
shall mean NBAI, TradeStreet and/or Gartmore as the context may require.

SHARES OF NATIONS FUND ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR ISSUED,
ENDORSED OR GUARANTEED BY, NATIONSBANK, N.A. ("NATIONSBANK") OR ANY OF ITS
AFFILIATES. SUCH SHARES ARE NOT INSURED BY THE U.S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY. AN INVESTMENT IN THE FUNDS INVOLVES CERTAIN RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL.

NATIONSBANK AND CERTAIN OF ITS AFFILIATES PROVIDE CERTAIN OTHER SERVICES TO
NATIONS FUND, FOR WHICH THEY ARE COMPENSATED. STEPHENS INC., WHICH IS NOT
AFFILIATED WITH NATIONSBANK, IS THE SPONSOR AND ADMINISTRATOR AND SERVES AS THE
DISTRIBUTOR FOR NATIONS FUND. THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   MONEY MARKET FUNDS:
                                   Nations Prime Fund
                                   Nations Treasury Fund
                                   Nations Government Money Market
                                    Fund
                                   Nations Tax Exempt Fund
                                   EQUITY FUNDS:
                                   Nations Value Fund
                                   Nations Equity Income Fund
                                   Nations International Equity Fund
                                   Nations Emerging Markets Fund
                                   Nations Pacific Growth Fund
                                   Nations Capital Growth Fund
                                   Nations Emerging Growth Fund
                                   Nations Disciplined Equity Fund
                                   Nations Equity Index Fund
                                   BALANCED FUND:
                                   Nations Balanced Assets Fund
                                   BOND FUNDS:
                                   Nations Short-Intermediate
                                    Government Fund
                                   Nations Government Securities Fund
                                   Nations Short-Term Income Fund
                                   Nations Diversified Income Fund
                                   Nations Strategic Fixed Income Fund
                                   Nations Global Government Income
                                    Fund
                                   Nations Municipal Income Fund
                                   Nations Short-Term Municipal Income
                                    Fund
                                   Nations Intermediate Municipal Bond
                                    Fund
                                   Nations Florida Intermediate Municipal
                                    Bond Fund
                                   Nations Florida Municipal Bond Fund
                                   Nations Georgia Intermediate Municipal
                                    Bond Fund
                                   Nations Georgia Municipal Bond Fund
                                   Nations Maryland Intermediate
                                    Municipal Bond Fund
                                   Nations Maryland Municipal Bond
                                    Fund
                                   Nations North Carolina Intermediate
                                    Municipal Bond Fund
                                   Nations North Carolina Municipal Bond
                                    Fund
                                   Nations South Carolina Intermediate
                                    Municipal Bond Fund
                                   Nations South Carolina Municipal Bond
                                    Fund
                                   Nations Tennessee Intermediate
                                    Municipal Bond Fund
                                   Nations Tennessee Municipal Bond
                                    Fund
                                   Nations Texas Intermediate Municipal
                                    Bond Fund
                                   Nations Texas Municipal Bond Fund
                                   Nations Virginia Intermediate
                                    Municipal Bond Fund
                                   Nations Virginia Municipal Bond Fund

                                   For Fund information call:
                                   1-800-626-2275

                                   Nations Fund
                                   c/o Stephens Inc.
                                   One NationsBank Plaza
                                   33rd Floor
                                   Charlotte, NC 28255

                                   (Nations Fund logo appears here)


<PAGE>

                           Table  Of  Contents


About The                   Prospectus Summary                        3
Funds                       Expenses Summary                          7
                            Financial Highlights                     12
                            Objectives                               37
                            How Objectives Are Pursued               40
                            How Performance Is Shown                 54
                            How The Funds Are Managed                55
                            Organization And History                 63


About Your                  How To Buy Shares                        65
Investment                  How To Redeem Shares                     66
                            How To Exchange Shares                   67
                            How The Funds Value Their Shares         67
                            How Dividends And Distributions Are Made;
                            Tax Information                          68
                            Appendix A -- Portfolio Securities       70
                            Appendix B -- Description Of Ratings     80

                            NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
                            INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT
                            CONTAINED IN THIS PROSPECTUS, OR IN THE FUNDS' SAIS
                            INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH
                            THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN
                            OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
                            NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
                            NATIONS FUND OR ITS DISTRIBUTOR. THIS PROSPECTUS
                            DOES NOT CONSTITUTE AN OFFERING BY NATIONS FUND OR
                            BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH
                            OFFERING MAY NOT LAWFULLY BE MADE.

2

<PAGE>

About The Funds

Prospectus Summary

(Bullet) TYPE OF COMPANIES: Open-end management investment companies.

(Bullet) INVESTMENT OBJECTIVES AND POLICIES:

(Bullet) MONEY MARKET FUNDS:

         (Bullet) Nations Prime Fund's investment objective is to seek the
                  maximization of current income to the extent consistent with
                  the preservation of capital and the maintenance of liquidity.

         (Bullet) Nations Treasury Fund's investment objective is the
                  maximization of current income to the extent consistent with
                  the preservation of capital and the maintenance of liquidity.

         (Bullet) Nations Government Money Market Fund's investment objective
                  is to seek as high a level of current income as is consistent
                  with liquidity and stability of principal.

         (Bullet) Nations Tax Exempt Fund's investment objective is to seek as
                  high a level of current interest income exempt from Federal
                  income taxes as is consistent with liquidity and stability of
                  principal.

(Bullet) EQUITY FUNDS:

         (Bullet) Nations Value Fund's investment objective is to seek growth of
                  capital by investing in companies that are believed to be
                  undervalued.

         (Bullet) Nations Equity Income Fund's investment objective is to seek
                  current income and growth of capital by investing primarily in
                  companies with above average dividend yields.

         (Bullet) Nations International Equity Fund's investment objective is to
                  seek long-term capital growth by investing primarily in equity
                  securities of non-United States companies in Europe,
                  Australia, the Far East and other regions, including
                  developing countries.

         (Bullet) Nations Emerging Markets Fund's investment objective is to
                  seek long-term capital growth by investing primarily in equity
                  securities of companies in emerging market countries, such as
                  those in Latin America, Eastern Europe, the Pacific Basin, the
                  Far East, Africa and India.

         (Bullet) Nations Pacific Growth Fund's investment objective is to seek
                  long-term capital growth by investing primarily in equity
                  securities of companies in the Pacific Basin and the Far East
                  (excluding Japan).

         (Bullet) Nations Capital Growth Fund's investment objective is to seek
                  growth of capital by investing in companies that are believed
                  to have superior earnings growth potential.

         (Bullet) Nations Emerging Growth Fund's investment objective is to seek
                  capital appreciation by investing in emerging growth companies
                  that are believed to have superior long-term earnings growth
                  prospects.

         (Bullet) Nations Disciplined Equity Fund's investment objective is to
                  seek growth of capital by investing in companies that are
                  expected to produce significant increases in earnings per
                  share.

         (Bullet) Nations Equity Index Fund's investment objective is to seek
                  investment results that correspond, before fees and expenses,
                  to the total return of the Standard & Poor's 500 Composite
                  Stock Price Index.

                                                                               9

<PAGE>

(Bullet) BALANCED FUND:

         (Bullet) Nations Balanced Assets Fund's investment objective is to seek
                  total return by investing in equity and fixed income
                  securities.

(Bullet) BOND FUNDS:

         (Bullet) Nations Short-Intermediate Government Fund's investment
                  objective is to seek high current income consistent with
                  modest fluctuation of principal. The Fund invests primarily in
                  securities issued or guaranteed by the U.S. Government, its
                  agencies or instrumentalities.

         (Bullet) Nations Government Securities Fund's investment objective is
                  to seek high current income consistent with moderate
                  fluctuation of principal. The Fund invests primarily in
                  intermediate-term securities issued or guaranteed by the U.S.
                  Government, its agencies or instrumentalities.

         (Bullet) Nations Short-Term Income Fund's investment objective is to
                  seek high current income consistent with minimal fluctuation
                  of principal. The Fund invests in investment grade debt
                  securities.

         (Bullet) Nations Diversified Income Fund's investment objective is to
                  seek total return with an emphasis on current income by
                  investing in a diversified portfolio of fixed income
                  securities.

         (Bullet) Nations Strategic Fixed Income Fund's investment objective is
                  to seek total return by investing in investment grade fixed
                  income securities.

         (Bullet) Nations Global Government Income Fund's investment objective
                  is to seek total return by investing primarily in high quality
                  debt securities issued by governments, banks and supranational
                  entities located throughout the world.

        (Bullet) Nations Municipal Income Fund's investment objective is to seek
                 high current income exempt from Federal income tax with the
                 potential for principal fluctuation associated with investments
                 in long-term municipal securities. The Fund invests in
                 investment grade, long-term municipal securities.

        (Bullet) Nations Short-Term Municipal Income Fund's investment objective
                 is to seek high current income exempt from Federal income tax
                 consistent with minimal fluctuation of principal. The Fund
                 invests in investment grade, short- term municipal securities.

        (Bullet) Nations Intermediate Municipal Bond Fund's investment objective
                 is to seek high current income exempt from Federal income tax
                 consistent with moderate fluctuation of principal. The Fund
                 invests in investment grade, intermediate-term municipal
                 securities.

        (Bullet) Nations Florida Intermediate Municipal Bond Fund's investment
                 objective is to seek high current income exempt from Federal
                 income and the Florida state intangibles taxes consistent with
                 moderate fluctuation of principal. The Fund invests in
                 investment grade, intermediate-term municipal securities.

        (Bullet) Nations Florida Municipal Bond Fund's investment objective is
                 to seek high current income exempt from Federal income and the
                 Florida state intangibles taxes with the potential for
                 principal fluctuation associated with investments in long-term
                 municipal securities. The Fund invests in investment grade,
                 long-term municipal securities.

        (Bullet) Nations Georgia Intermediate Municipal Bond Fund's investment
                 objective is to seek high current income exempt from Federal
                 and Georgia state income taxes consistent with moderate
                 fluctuation of principal. The Fund invests in investment grade,
                 intermediate-term municipal securities.

        (Bullet) Nations Georgia Municipal Bond Fund's investment objective is
                 to seek high current income exempt from Federal and Georgia
                 state income taxes with the potential for principal fluctuation
                 associated with investments in long- term municipal securities.
                 The Fund invests in investment grade, long-term municipal
                 securities.

        (Bullet) Nations Maryland Intermediate Municipal Bond Fund's investment
                 objective is to seek high current income exempt from Federal
                 and Maryland state income taxes consistent with moderate
                 fluctuation of principal. The Fund invests in investment grade,
                 intermediate-term municipal securities.

        (Bullet) Nations Maryland Municipal Bond Fund's investment objective is
                 to seek high current income exempt from Federal and Maryland
                 state income taxes with the potential for principal fluctuation
                 associated with investments in long-term municipal securities.
                 The Fund invests in investment grade, long-term municipal
                 securities.

4

<PAGE>

        (Bullet) Nations North Carolina Intermediate Municipal Bond Fund's
                 investment objective is to seek high current income exempt from
                 Federal and North Carolina state income taxes consistent with
                 moderate fluctuation of principal. The Fund invests in
                 investment grade, intermediate-term municipal securities.

        (Bullet) Nations North Carolina Municipal Bond Fund's investment
                 objective is to seek high current income exempt from Federal
                 and North Carolina state income taxes with the potential for
                 principal fluctuation associated with investments in long-term
                 municipal securities. The Fund invests in investment grade,
                 long-term municipal securities.

        (Bullet) Nations South Carolina Intermediate Municipal Bond Fund's
                 investment objective is to seek high current income exempt from
                 Federal and South Carolina state income taxes consistent with
                 moderate fluctuation of principal. The Fund invests in
                 investment grade, intermediate-term municipal securities.

        (Bullet) Nations South Carolina Municipal Bond Fund's investment
                 objective is to seek high current income exempt from Federal
                 and South Carolina state income taxes with the potential for
                 principal fluctuation associated with investments in long-term
                 municipal securities. The Fund invests in investment grade,
                 long-term municipal securities.

        (Bullet) Nations Tennessee Intermediate Municipal Bond Fund's investment
                 objective is to seek high current income exempt from Federal
                 income tax and the Tennessee Hall Income Tax on unearned income
                 consistent with moderate fluctuation of principal. The Fund
                 invests in investment grade, intermediate-term municipal
                 securities.

        (Bullet) Nations Tennessee Municipal Bond Fund's investment objective is
                 to seek high current income exempt from Federal income tax and
                 the Tennessee Hall Income Tax on unearned income with the
                 potential for principal fluctuation associated with investments
                 in long-term municipal securities. The Fund invests in
                 investment grade, long- term municipal securities.

        (Bullet) Nations Texas Intermediate Municipal Bond Fund's investment
                 objective is to seek high current income exempt from Federal
                 income tax consistent with moderate fluctuation of principal.
                 The Fund invests in investment grade, intermediate-term
                 municipal securities.

        (Bullet) Nations Texas Municipal Bond Fund's investment objective is to
                 seek high current income exempt from Federal income tax with
                 the potential for principal fluctuation associated with
                 investments in long-term municipal securities. The Fund invests
                 in investment grade, long-term municipal securities.

        (Bullet) Nations Virginia Intermediate Municipal Bond Fund's investment
                 objective is to seek high current income exempt from Federal
                 and Virginia state income taxes consistent with moderate
                 fluctuation of principal. The Fund invests in investment grade,
                 intermediate-term municipal securities.

        (Bullet) Nations Virginia Municipal Bond Fund's investment objective is
                 to seek high current income exempt from Federal and Virginia
                 state income taxes with the potential for principal fluctuation
                 associated with investments in long- term municipal securities.
                 The Fund invests in investment grade, long-term municipal
                 securities.

 (Bullet) INVESTMENT ADVISER: NationsBanc Advisors, Inc. serves as the
          investment adviser to the Funds. NBAI provides investment advice to
          more than 43 investment company portfolios in the Nations Fund Family.
          TradeStreet Investment Associates, Inc. provides sub-advisory services
          to certain of the Funds and Gartmore Global Partners provides
          sub-advisory services to the other Funds. See "How The Funds Are
          Managed."

 (Bullet) DIVIDENDS AND DISTRIBUTIONS: The Equity Funds and the Balanced Fund
          declare and pay dividends from net investment income each calendar
          quarter. The Money Market Funds and the Bond Funds declare dividends
          daily and pay them monthly. Each Fund's net realized capital gains,
          including net short-term capital gains, are distributed at least
          annually.

 (Bullet) RISK FACTORS: Although the Adviser seeks to achieve the investment
          objective of each Fund, there is no assurance that it will be able to
          do so. Investments in a Fund are not insured against loss of
          principal. Investments by a Fund in common stocks and other equity
          securities are subject to stock market risk, which is the risk that
          the value of the stocks the Fund holds may decline over short or even
          extended periods. Investments by a Fund in debt securities are subject
          to interest rate risk, which is the risk that increases in market
          interest rates will adversely affect a Fund's investments in debt
          securities. The value of a Fund's investments in debt securities,
          including U.S. Government Obligations (as defined below), will tend to
          decrease when interest rates rise and increase when interest rates
          fall. In general, longer-term debt instruments tend to fluctuate in
          value more than shorter-term debt instruments in response to interest
          rate movements. In addition, debt securities which are not backed by
          the United States Government are subject to credit risk, which is the
          risk that the issuer may not be able to pay principal and/or interest
          when due. Certain of the Funds' investments constitute derivative
          securities. Certain types of derivative securities can,

                                                                               5

<PAGE>

         under certain circumstances, significantly increase an investor's
         exposure to market or other risks. Since the State Intermediate
         Municipal Bond Funds and State Municipal Bond Funds invest primarily in
         securities issued by entities located in a single state, such Funds are
         more susceptible to changes in value due to political or economic
         changes affecting such states or their subdivisions. For a discussion
         of these and other factors, see "How Objectives Are Pursued -- Risk
         Considerations" and "Appendix A -- Portfolio Securities."

         Nations International Equity Fund, Nations Emerging Markets Fund,
         Nations Pacific Growth Fund and Nations Global Government Income Fund
         are designed for long-term investors seeking international
         diversification and who are willing to bear the risks associated with
         international investing, such as foreign currency fluctuations and
         economic and political risks. For a discussion of these factors, see
         "How Objectives Are Pursued -- Special Risk Considerations Relevant to
         an Investment in the Nations International Equity Fund, Nations
         Emerging Markets Fund, Nations Pacific Growth Fund and Nations Global
         Government Income Fund."

(Bullet) MINIMUM PURCHASE: $500,000 minimum initial investment per record
         holder. See "How To Buy Shares."

6

<PAGE>

   Expenses Summary

Expenses are one of several factors to consider when investing in the Funds. The
following tables summarize shareholder transaction and operating expenses for
Primary A Shares of the Funds. The Examples show the cumulative expenses
attributable to a hypothetical $1,000 investment in the Funds over specified
periods.

NATIONS FUND MONEY MARKET FUNDS PRIMARY A SHARES
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
                                                                                                                Nations
                                                                                                              Government
                                                                           Nations Prime       Nations       Money Market
                                                                               Fund         Treasury Fund        Fund

<S>                                                                       <C>              <C>              <C>
Sales Load Imposed on Purchases                                                None             None             None
Deferred Sales Load                                                            None             None             None

                                                                              Nations
                                                                                Tax
                                                                              Exempt
                                                                               Fund
Sales Load Imposed on Purchases                                                None
Deferred Sales Load                                                            None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees (After Fee Waivers)1                                           .20%             .20%             .20%
All Other Expenses (After Expense Reimbursements)1                             .10%             .10%             .10%
Total Operating Expenses (After Fee Waivers and Expense Reimbursements)1       .30%             .30%             .30%

Management Fees (After Fee Waivers)1                                           .20%
All Other Expenses (After Expense Reimbursements)1                             .10%
Total Operating Expenses (After Fee Waivers and Expense Reimbursements)1       .30%
</TABLE>

1 See page 11 for a discussion of the actual expenses absent such fee waivers
  and/or expense reimbursements.

NATIONS FUND EQUITY/BALANCED FUNDS PRIMARY A SHARES

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
                                                                                Nations
                                                               Nations          Equity           Nations          Nations
                                                                Value           Income        International      Emerging
                                                                Fund             Fund          Equity Fund     Markets Fund
<S>                                                        <C>              <C>              <C>              <C>
Sales Load Imposed on Purchases                                 None             None             None             None
Deferred Sales Load                                             None             None             None             None

                                                               Nations
                                                           Pacific Growth
                                                                Fund
Sales Load Imposed on Purchases                                 None
Deferred Sales Load                                             None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees                                                 .75%             .70%             .90%             1.10%
All Other Expenses                                              .21%             .20%             .27%             1.03%
Total Operating Expenses (After Expense Reimbursements)1        .96%             .90%             1.17%            2.13%

Management Fees                                                 .90%
All Other Expenses                                              .86%
Total Operating Expenses (After Expense Reimbursements)1       1.76%
</TABLE>

1 See page 11 for a discussion of the actual expenses absent such expense
  reimbursements.
                                                                             7

<PAGE>

NATIONS FUND EQUITY/BALANCED FUNDS PRIMARY A SHARES

SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
                                                               Nations          Nations          Nations          Nations
                                                               Capital         Emerging        Disciplined        Equity
                                                               Growth           Growth           Equity            Index
                                                                Fund             Fund             Fund             Fund
<S>                                                        <C>              <C>              <C>              <C>
Sales Load Imposed on Purchases                                 None             None             None             None
Deferred Sales Load                                             None             None             None             None

                                                               Nations
                                                              Balanced
                                                               Assets
                                                                Fund
Sales Load Imposed on Purchases                                 None
Deferred Sales Load                                             None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees (After Fee Waivers)1                            .75%             .75%             .75%             .10%
All Other Expenses                                              .21%             .24%             .27%             .25%
Total Operating Expenses (After Fee Waivers)1                   .96%             .99%             1.02%            .35%

Management Fees (After Fee Waivers)1                            .75%
All Other Expenses                                              .25%
Total Operating Expenses (After Fee Waivers)1                   1.00%
</TABLE>

1 See page 11 for a discussion of the actual expenses absent such fee waivers.

NATIONS FUND BOND FUNDS PRIMARY A SHARES

SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
                                                              Nations
                                                              Short-         Nations        Nations                       Nations
                                                           Intermediate    Government     Short-Term       Nations       Strategic
                                                            Government     Securities       Income       Diversified       Fixed
                                                               Fund           Fund           Fund        Income Fund    Income Fund

<S>                                                        <C>            <C>            <C>            <C>            <C>
Sales Load Imposed on Purchases                                None           None           None           None           None
Deferred Sales Load                                            None           None           None           None           None

                                                              Nations
                                                              Global
                                                            Government
                                                              Income
                                                               Fund
Sales Load Imposed on Purchases                                None
Deferred Sales Load                                            None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees (After Fee Waivers)1                           .40%           .50%           .30%           .50%           .50%
All Other Expenses                                             .23%           .30%           .25%           ..27%          .22%
Total Operating Expenses (After Fee Waivers)1                  .63%           .80%           .55%           .77%           .72%

Management Fees (After Fee Waivers)1                           .70%
All Other Expenses                                             .62%
Total Operating Expenses (After Fee Waivers)1                  1.32%
</TABLE>

1 See page 11 for a discussion of the actual expenses absent such fee waivers.

NATIONS FUND TAX-EXEMPT BOND FUNDS PRIMARY A SHARES

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
                                                                                Nations                           Nations
                                                               Nations        Short-Term         Nations          Florida
                                                              Municipal        Municipal      Intermediate     Intermediate
                                                               Income           Income          Municipal        Municipal
                                                                Fund             Fund           Bond Fund        Bond Fund
<S>                                                        <C>              <C>              <C>              <C>
Sales Load Imposed on Purchases                                 None             None             None             None
Deferred Sales Load                                             None             None             None             None

                                                               Nations
                                                               Florida
                                                              Municipal
                                                              Bond Fund
Sales Load Imposed on Purchases                                 None
Deferred Sales Load                                             None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees (After Fee Waivers)1                            .40%             .30%             .40%             .30%
<S>                                                        <C>              <C>              <C>              <C>
All Other Expenses (After Expense Reimbursements)1              .20%             .10%             .10%             .20%
Total Operating Expenses (After Fee Waivers and Expense
  Reimbursements)1                                              .60%             .40%             .50%             .50%

Management Fees (After Fee Waivers)1                            .40%
All Other Expenses (After Expense Reimbursements)1              .20%
Total Operating Expenses (After Fee Waivers and Expense
  Reimbursements)1                                              .60%
</TABLE>

1 See page 11 for a discussion of the actual expenses absent such fee waivers
and/or expense reimbursements.

8

<PAGE>

NATIONS FUND TAX-EXEMPT BOND FUNDS PRIMARY A SHARES

SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
                                                               Nations                           Nations
                                                               Georgia          Nations         Maryland          Nations
                                                            Intermediate        Georgia       Intermediate       Maryland
                                                              Municipal        Municipal        Municipal        Municipal
                                                              Bond Fund        Bond Fund        Bond Fund        Bond Fund

<S>                                                        <C>              <C>              <C>              <C>
Sales Load Imposed on Purchases                                 None             None             None             None
Deferred Sales Load                                             None             None             None             None

                                                               Nations
                                                                North
                                                              Carolina
                                                            Intermediate
                                                              Municipal
                                                              Bond Fund

Sales Load Imposed on Purchases                                 None
Deferred Sales Load                                             None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees (After Fee Waivers)1                            .30%             .30%             .30%             .30%

All Other Expenses (After Expense Reimbursements)1              .20%             .30%             .20%             .30%
Total Operating Expenses (After Fee Waivers and Expense
  Reimbursements)1                                              .50%             .60%             .50%             .60%
Management Fees (After Fee Waivers)1                            .30%
All Other Expenses (After Expense Reimbursements)1              .20%
Total Operating Expenses (After Fee Waivers and Expense
  Reimbursements)1                                              .50%
</TABLE>

1 See page 11 for a discussion of the actual expenses absent such fee waivers
and/or expense reimbursements.


NATIONS FUND TAX-EXEMPT BOND FUNDS PRIMARY A SHARES
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
                                                                                Nations
                                                               Nations           South           Nations          Nations
                                                                North          Carolina           South          Tennessee
                                                              Carolina       Intermediate       Carolina       Intermediate
                                                              Municipal        Municipal        Municipal        Municipal
                                                              Bond Fund        Bond Fund        Bond Fund        Bond Fund

<S>                                                        <C>              <C>              <C>              <C>
Sales Load Imposed on Purchases                                 None             None             None             None
Deferred Sales Load                                             None             None             None             None

                                                               Nations
                                                              Tennessee
                                                              Municipal
                                                              Bond Fund
Sales Load Imposed on Purchases                                 None
Deferred Sales Load                                             None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees (After Fee Waivers)1                            .30%             .30%             .30%             .30%
All Other Expenses (After Expense Reimbursements)1              .30%             .20%             .30%             .20%
Total Operating Expenses (After Fee Waivers and Expense
  Reimbursements)1                                              .60%             .50%             .60%             .50%

Management Fees (After Fee Waivers)1                            .30%
All Other Expenses (After Expense Reimbursements)1              .30%
Total Operating Expenses (After Fee Waivers and Expense
  Reimbursements)1                                              .60%
</TABLE>

1 See page 11 for a discussion of the actual expenses absent such fee waivers
and/or expense reimbursements.

NATIONS FUND TAX-EXEMPT BOND FUNDS PRIMARY A SHARES
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
                                                                              Nations                           Nations
                                                                               Texas           Nations         Virginia
                                                                           Intermediate         Texas        Intermediate
                                                                             Municipal        Municipal        Municipal
                                                                             Bond Fund        Bond Fund        Bond Fund
<S>                                                                       <C>              <C>              <C>
Sales Load Imposed on Purchases                                                None             None             None
Deferred Sales Load                                                            None             None             None


                                                                              Nations
                                                                             Virginia
                                                                             Municipal
                                                                             Bond Fund

Sales Load Imposed on Purchases                                                None
Deferred Sales Load                                                            None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees (After Fee Waivers)1                                           .30%             .30%             .30%
All Other Expenses (After Expense Reimbursements)1                             .20%             .30%             .20%
Total Operating Expenses (After Fee Waivers and Expense Reimbursements)1       .50%             .60%             .50%

Management Fees (After Fee Waivers)1                                           .30%
All Other Expenses (After Expense Reimbursements)1                             .30%
Total Operating Expenses (After Fee Waivers and Expense Reimbursements)1       .60%
</TABLE>

1 See page 11 for a discussion of the actual expenses absent such fee waivers
and/or expense reimbursements.
                                                                               9


<PAGE>

EXAMPLES:
You would pay the following expenses on a $1,000 investment in Primary A Shares
of the indicated Fund, assuming (1) a 5% annual return and (2) redemption at the
end of each time period.
<TABLE>
<CAPTION>
                                                 Nations
                                                Government       Nations                         Nations         Nations
                 Nations         Nations          Money            Tax           Nations          Equity      International
                  Prime          Treasury         Market          Exempt          Value           Income          Equity
                   Fund            Fund            Fund            Fund            Fund            Fund            Fund
<S>           <C>             <C>             <C>             <C>             <C>             <C>             <C>
1 Year             $ 3             $ 3             $ 3             $ 3             $ 10            $  9            $ 12
3 Years            $10             $10             $10             $10             $ 31            $ 29            $ 37
5 Years            $17             $17             $17             $17             $ 53            $ 50            $ 64
10 Years           $38             $38             $38             $38             $118            $111            $142
<CAPTION>

                 Nations         Nations
                 Emerging        Pacific
                 Markets          Growth
                   Fund            Fund
1 Year             $ 22            $ 18
3 Years            $ 67            $ 55
5 Years            $114            $ 95
10 Years           $246            $207
</TABLE>

<TABLE>
<CAPTION>
                                                                                                 Nations
                                 Nations         Nations         Nations         Nations          Short-         Nations
                 Nations         Emerging      Disciplined        Equity         Balanced      Intermediate     Government
              Capital Growth      Growth          Equity          Index           Assets        Government      Securities
                   Fund            Fund            Fund            Fund            Fund            Fund            Fund
<S>           <C>             <C>             <C>             <C>             <C>             <C>             <C>
1 Year             $ 10            $ 10            $ 10            $ 4             $ 10            $ 6             $ 8
3 Years            $ 31            $ 32            $ 32            $11             $ 32            $20             $26
5 Years            $ 53            $ 55            $ 56            $20             $ 55            $35             $44
10 Years           $118            $121            $125            $44             $122            $79             $99


                 Nations         Nations
                Short-Term     Diversified
                  Income          Income
                   Fund            Fund
1 Year             $ 6             $ 8
3 Years            $18             $25
5 Years            $31             $43
10 Years           $69             $95
</TABLE>

<TABLE>
<CAPTION>
                                                                                                 Nations
                 Nations         Nations                         Nations         Nations         Florida         Nations
                Strategic         Global         Nations        Short-Term     Intermediate    Intermediate      Florida
                  Fixed         Government      Municipal       Municipal       Municipal       Municipal       Municipal
                  Income          Income          Income          Income           Bond            Bond            Bond
                   Fund            Fund            Fund            Fund            Fund            Fund            Fund
<S>           <C>             <C>             <C>             <C>             <C>             <C>             <C>
1 Year             $ 7             $ 13            $ 6             $ 4             $ 5             $ 5             $ 6
3 Years            $23             $ 42            $19             $13             $16             $16             $19
5 Years            $40             $ 72            $33             $22             $28             $28             $33
10 Years           $89             $159            $75             $51             $63             $63             $75


                 Nations         Nations
                 Georgia         Georgia
               Intermediate     Municipal
                Municipal          Bond
                Bond Fund          Fund

1 Year             $ 5             $ 6
3 Years            $16             $19
5 Years            $28             $33
10 Years           $63             $75
</TABLE>

<TABLE>
<CAPTION>
                                                 Nations                         Nations
                 Nations                          North          Nations          South          Nations         Nations
                 Maryland                        Carolina         North          Carolina         South         Tennessee
               Intermediate      Nations       Intermediate      Carolina      Intermediate      Carolina      Intermediate
                Municipal        Maryland       Municipal       Municipal       Municipal       Municipal       Municipal
                   Bond       Municipal Bond       Bond            Bond            Bond            Bond            Bond
                   Fund            Fund            Fund            Fund            Fund            Fund            Fund

<S>           <C>             <C>             <C>             <C>             <C>             <C>             <C>
1 Year             $ 5             $ 6             $ 5             $ 6             $ 5             $ 6             $ 5
3 Years            $16             $19             $16             $19             $16             $19             $16
5 Years            $28             $33             $28             $33             $28             $33             $28
10 Years           $63             $75             $63             $75             $63             $75             $63


                                 Nations
                 Nations          Texas
                Tennessee      Intermediate
                Municipal       Municipal
                   Bond            Bond
                   Fund            Fund

1 Year             $ 6             $ 5
3 Years            $19             $16
5 Years            $33             $28
10 Years           $75             $63
</TABLE>

<TABLE>
<CAPTION>
                                 Nations
                 Nations         Virginia        Nations
                  Texas        Intermediate      Virginia
                Municipal       Municipal       Municipal
                   Bond            Bond            Bond
                   Fund            Fund            Fund

<S>           <C>             <C>             <C>
1 Year             $ 6             $ 5             $ 6
3 Years            $19             $16             $19
5 Years            $33             $28             $33
10 Years           $75             $63             $75
</TABLE>

10

<PAGE>

The purpose of the foregoing tables is to assist an investor in understanding
the various shareholder transaction and operating expenses that an investor in
Primary A Shares will bear either directly or indirectly. Except for the Nations
Emerging Markets Fund, Nations Global Government Income Fund and Nations Pacific
Growth Fund, which fees and expenses are based on estimates, certain figures
contained in the above tables are based on amounts incurred during each Fund's
most recent fiscal year and have been adjusted as necessary to reflect current
service provider fees. There is no assurance that any fee waivers and
reimbursements will continue beyond the current fiscal year. If fee waivers
and/or reimbursements are discontinued, the amounts contained in the "Examples"
above may increase. For more complete descriptions of the Funds' operating
expenses, see "How The Funds Are Managed."

Absent fee waivers and expense reimbursements, "Management Fees," "Other
Expenses" and "Total Operating Expenses" for Primary A Shares of the indicated
Fund would have been as follows: Nations Government Money Market Fund -- .40%,
 .19% and .59%, respectively; Nations Tax Exempt Fund -- .40%, .18% and .58%,
respectively; Nations Municipal Income Fund -- .60%, .30% and .90%;
respectively; Nations Short-Term Municipal Income Fund -- .50%, .34% and .84%,
respectively; Nations Intermediate Municipal Bond Fund -- .50%, .33% and .83%,
respectively; Nations Florida Intermediate Municipal Bond Fund -- .50%, .36% and
 .86%, respectively; Nations Georgia Intermediate Municipal Bond Fund -- .50%,
 .33% and .83%, respectively; Nations Maryland Intermediate Municipal Bond
Fund -- .50%, .30% and .80%, respectively; Nations South Carolina Intermediate
Municipal Bond Fund -- .50%, .32% and .82%, respectively; Nations Florida
Municipal Bond Fund -- .60%, .34% and .94%, respectively; Nations Georgia
Municipal Bond Fund, .60%, .50%, and 1.10%, respectively; Nations Maryland
Municipal Bond Fund -- .60%, .48% and 1.08%, respectively; Nations North
Carolina Municipal Bond Fund -- .60%, .37% and .97%, respectively; Nations South
Carolina Municipal Bond Fund -- .60%, .50% and 1.10%, respectively; Nations
Tennessee Municipal Bond Fund -- .60%, .58% and 1.18%, respectively; Nations
Texas Municipal Bond Fund -- .60%, .48% and 1.08%, respectively; Nations
Virginia Municipal Bond Fund -- .60%, .44% and 1.04%, respectively; Nations
Virginia Intermediate Municipal Bond Fund -- .50%, .26% and .76%, respectively;
Nations North Carolina Intermediate Municipal Bond Fund -- .50%, .37% and .87%,
respectively; Nations Tennessee Intermediate Municipal Bond Fund -- .50%, .43%
and .93%, respectively; Nations Texas Intermediate Municipal Bond Fund -- .50%,
 .39% and .89%, respectively. Absent fee waivers, "Management Fees" and "Total
Operating Expenses" for Primary A Shares of the indicated Fund would have been
as follows: Nations Equity Index Fund -- .50% and .75%, respectively; Nations
Short-Term Income Fund -- .60% and .85%, respectively; Nations
Short-Intermediate Government Fund -- .60% and .83%, respectively; Nations
Government Securities Fund -- .64% and .94%, respectively; Nations Diversified
Income Fund -- .60% and .87%, respectively; and Nations Strategic Fixed Income
Fund -- .60% and .82%, respectively. Absent expense reimbursements, "All Other
Expenses" and "Total Operating Expenses" for Primary A Shares of the indicated
Fund would have been as follows: Nations Prime Fund -- .17% and .37%,
respectively; Nations Treasury Fund -- 17% and .37%, respectively; and Nations
International Equity Fund -- .28% and 1.18%.

THE FOREGOING SHOULD NOT BE CONSIDERED TO BE AN ACTUAL REPRESENTATION OF PAST OR
FUTURE PERFORMANCE. ACTUAL EXPENSES AND RATES OF RETURN MAY BE GREATER OR LESS
THAN THOSE SHOWN.
                                                                              11

<PAGE>

   Financial Highlights

The audited financial information on the following pages has been derived from
the financial statements of Nations Fund Trust, Nations Fund, Inc. and Nations
Portfolios. Price Waterhouse LLP is the independent accountant to Nations Fund
Trust, Nations Fund, Inc. and Nations Portfolios. The reports of Price
Waterhouse LLP for the most recent fiscal years of Nations Fund Trust, Nations
Fund, Inc. and Nations Portfolios accompany the financial statements for such
periods and are incorporated by reference in the SAIs, which are available upon
request. For more information see "Organization And History." Shareholders of a
Fund will receive unaudited semi-annual reports describing the Funds' investment
operations and annual financial statements audited by the Funds' independent
accountant.
FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS PRIME FUND
<TABLE>
<CAPTION>
                                                PERIOD            YEAR             YEAR             YEAR             YEAR
                                                 ENDED            ENDED            ENDED            ENDED            ENDED
PRIMARY A SHARES                              03/31/96(a)       05/31/95          5/31/94          5/31/93          5/31/92
<S>                                         <C>              <C>              <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period         $      1.00      $      1.00      $      1.00      $      1.00      $    1.00
Net investment income                             0.0468           0.0519           0.0318           0.0328         0.0506
Dividends from net investment income             (0.0468)         (0.0519)         (0.0318)         (0.0328)       (0.0506)
Total dividends and distributions                (0.0468)         (0.0519)         (0.0318)         (0.0328)       (0.0506)
Net asset value, end of period               $      1.00      $      1.00      $      1.00      $      1.00      $    1.00
Total return++                                      4.79%            5.32%            3.22%            3.33%          5.19%+++
Ratios to average net assets/supplemental
  data:
Net assets, end of period (in 000's)         $ 2,472,469      $ 2,873,096      $ 2,883,762      $ 1,156,266      $ 500,476
Ratio of operating expenses to average net
  assets                                            0.30%+           0.30%            0.30%            0.30%          0.30%
Ratio of net investment income to average
  net assets                                        5.62%+           5.23%            3.20%            3.25%          5.03%
Ratio of operating expenses to average net
  assets without waivers and/or expense
  reimbursements                                    0.37%+           0.38%            0.37%            0.36%          0.42%
Net investment income per share without
  waivers and/or expense reimbursements      $    0.0463      $    0.0511      $    0.0311      $    0.0322      $  0.0494

                                                 YEAR
                                                 ENDED
PRIMARY A SHARES                                5/31/91
Operating performance:
Net asset value, beginning of period         $    1.00
Net investment income                           0.0749
Dividends from net investment income           (0.0749)
Total dividends and distributions              (0.0749)
Net asset value, end of period               $    1.00
Total return++                                    7.75%+++
Ratios to average net assets/supplemental
  data:
Net assets, end of period (in 000's)         $ 574,993
Ratio of operating expenses to average net
  assets                                          0.30%
Ratio of net investment income to average
  net assets                                      7.47%
Ratio of operating expenses to average net
  assets without waivers and/or expense
  reimbursements                                  0.44%
Net investment income per share without
  waivers and/or expense reimbursements      $  0.0735
</TABLE>

NATIONS PRIME FUND (CONT.)
<TABLE>
<CAPTION>
                                                                                  YEAR             YEAR             YEAR
                                                                                  ENDED            ENDED            ENDED
PRIMARY A SHARES                                                                 5/31/90          5/31/89          5/31/88
<S>                                                                          <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period                                          $    1.00        $    1.00        $    1.00
Net investment income                                                            0.0855           0.0839           0.0675
Dividends from net investment income                                            (0.0855)         (0.0839)         (0.0675)
Total dividends and distributions                                               (0.0855)         (0.0839)         (0.0675)
Net asset value, end of period                                                $    1.00        $    1.00        $    1.00
Total return++                                                                     8.88%+++         8.71%+++         6.94%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                          $ 433,298        $ 115,295        $ 264,063
Ratio of operating expenses to average net assets                                  0.32%            0.35%            0.36%
Ratio of net investment income to average net assets                               8.43%            8.11%            6.73%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                           0.50%+++         0.55%+++         0.56%+++
Net investment income per share without waivers and/or expense
  reimbursements                                                              $  0.0731+++     $  0.0819+/+++   $  0.0655+++

                                                                                 PERIOD
                                                                                  ENDED
PRIMARY A SHARES                                                                5/31/87*
Operating performance:
Net asset value, beginning of period                                          $    1.00
Net investment income                                                            0.0277
Dividends from net investment income                                            (0.0277)
Total dividends and distributions                                               (0.0277)
Net asset value, end of period                                                $    1.00
Total return++                                                                     2.79%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                          $ 252,562
Ratio of operating expenses to average net assets                                  0.35%+
Ratio of net investment income to average net assets                               5.99%+
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                           0.65%+/+++
Net investment income per share without waivers and/or expense
  reimbursements                                                              $  0.0247+++
</TABLE>

  * The Nations Prime Fund Primary A Shares commenced operations on December 15,
    1986.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
+++ Unaudited.
 (a) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     May 31.

12

<PAGE>

FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS TREASURY FUND
<TABLE>
<CAPTION>
                                                PERIOD            YEAR             YEAR             YEAR             YEAR
                                                 ENDED            ENDED            ENDED            ENDED            ENDED
PRIMARY A SHARES                              03/31/96(a)        5/31/95          5/31/94          5/31/93          5/31/92
<S>                                         <C>              <C>              <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period         $      1.00      $      1.00      $      1.00      $      1.00      $     1.00
Net investment income                             0.0458           0.0494           0.0297           0.0307          0.0483
Dividends from net investment income             (0.0458)         (0.0494)         (0.0297)         (0.0307)        (0.0483)
Distributions from net realized capital
  gains                                          (0.0000)#        (0.0000)#             --               --              --
Total dividends and distributions                (0.0458)         (0.0494)         (0.0297)         (0.0307)        (0.0483)
Net asset value, end of period               $      1.00      $      1.00      $      1.00      $      1.00      $     1.00
Total return++                                      4.67%            5.05%            2.99%            3.12%           4.95%+++
Ratios to average net assets/supplemental
  data:
Net assets, end of period (in 000's)         $   821,030      $ 2,896,868      $ 2,679,992      $ 2,956,796      $1,094,741
Ratio of operating expenses to average net
  assets                                            0.30%+           0.30%            0.30%            0.30%           0.29%
Ratio of net investment income to average
  net assets                                        5.52%+           4.99%            2.97%            3.02%           4.82%
Ratio of operating expenses to average net
  assets without waivers and/or expense
  reimbursements                                    0.37%+           0.35%            0.36%            0.36%           0.42%
Net investment income per share without
  waivers and/or expense reimbursements      $    0.0453      $    0.0489      $    0.0292      $    0.0302      $   0.0470

                                                 YEAR
                                                 ENDED
PRIMARY A SHARES                                5/31/91
Operating performance:
Net asset value, beginning of period         $    1.00
Net investment income                           0.0721
Dividends from net investment income           (0.0721)
Distributions from net realized capital
  gains                                             --
Total dividends and distributions              (0.0721)
Net asset value, end of period               $    1.00
Total return++                                    7.46%+++
Ratios to average net assets/supplemental
  data:
Net assets, end of period (in 000's)         $ 955,186
Ratio of operating expenses to average net
  assets                                          0.25%
Ratio of net investment income to average
  net assets                                      7.04%
Ratio of operating expenses to average net
  assets without waivers and/or expense
  reimbursements                                  0.43%
Net investment income per share without
  waivers and/or expense reimbursements      $  0.0703
</TABLE>

NATIONS TREASURY FUND (CONT.)
<TABLE>
<CAPTION>
                                                                                  YEAR             YEAR             YEAR
                                                                                  ENDED            ENDED            ENDED
PRIMARY A SHARES                                                                 5/31/90          5/31/89          5/31/88
<S>                                                                          <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period                                          $    1.00        $    1.00        $    1.00
Net investment income                                                            0.0829           0.0802           0.0630
Dividends from net investment income                                            (0.0829)         (0.0802)         (0.0630)
Distributions from net realized capital gains                                        --               --               --
Total dividends and distributions                                               (0.0829)         (0.0802)         (0.0630)
Net asset value, end of period                                                $    1.00        $    1.00        $    1.00
Total return++                                                                     8.61%+++         8.33%+++         6.49%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                          $ 392,843        $  90,946        $ 111,414
Ratio of operating expenses to average net assets                                  0.25%            0.39%            0.38%
Ratio of net investment income to average net assets                               8.18%            7.93%            6.31%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                           0.59%+++         0.58%+++         0.65%+++
Net investment income per share without waivers and/or expense
  reimbursements                                                              $  0.0693+++     $  0.0783+++     $  0.0603+++
                                                                                  PERIOD
                                                                                  ENDED
PRIMARY A SHARES                                                                 5/31/87*
Operating performance:
Net asset value, beginning of period                                          $    1.00
Net investment income                                                            0.0262
Dividends from net investment income                                            (0.0262)
Distributions from net realized capital gains                                        --
Total dividends and distributions                                               (0.0262)
Net asset value, end of period                                                $    1.00
Total return++                                                                     2.64%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                          $  66,221
Ratio of operating expenses to average net assets                                  0.35%+
Ratio of net investment income to average net assets                               5.68%+
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                           0.75%+/+++
Net investment income per share without waivers and/or expense
  reimbursements                                                              $  0.0222+++
</TABLE>

  * Nations Treasury Fund Primary A Shares commenced operations on December 15,
    1986.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
+++ Unaudited.
 # Amount represents less than $0.0001.
 (a) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     May 31.
                                                                            13

<PAGE>

FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS GOVERNMENT MONEY MARKET FUND
<TABLE>
<CAPTION>
                                                             PERIOD          YEAR           YEAR            YEAR
                                                              ENDED          ENDED          ENDED          ENDED
PRIMARY A SHARES                                           03/31/96(a)     11/30/95       11/30/94        11/30/93
<S>                                                       <C>            <C>            <C>            <C>
Operating performance:
Net asset value, beginning of period                       $    1.00      $    1.00      $    1.00       $    1.00
Net investment income                                         0.0173         0.0558         0.0375          0.0294
Distributions:
Dividends from net investment income                         (0.0173)       (0.0558)       (0.0375)        (0.0294)
Distributions from net realized capital gains                     --             --        (0.0000)#            --
Total dividends and distributions                            (0.0173)       (0.0558)       (0.0375)        (0.0294)
Net asset value, end of period                             $    1.00      $    1.00      $    1.00       $    1.00
Total return++                                                  1.74%          5.72%          3.84%           2.96%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                       $ 336,771      $ 332,895      $ 432,729       $ 475,180
Ratio of operating expenses to average net assets               0.30%+         0.30%          0.30%           0.30%
Ratio of net investment income to average net assets            5.20%+         5.58%          3.79%           2.91%
Ratio of operating expenses to average net assets
  without waivers and/or expense reimbursements                 0.59%+         0.57%          0.59%           0.56%
Net investment income per share without waivers and/or
  expense reimbursements                                   $  0.0163      $  0.0531      $  0.0347       $  0.0269

                                                               YEAR           PERIOD
                                                              ENDED           ENDED
PRIMARY A SHARES                                             11/30/92       11/30/91*
Operating performance:
Net asset value, beginning of period                       $    1.00       $    1.00
Net investment income                                         0.0358          0.0571
Distributions:
Dividends from net investment income                         (0.0358)        (0.0571)
Distributions from net realized capital gains                     --              --
Total dividends and distributions                            (0.0358)        (0.0571)
Net asset value, end of period                             $    1.00       $    1.00
Total return++                                                  3.63%+++        5.87%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                       $ 414,412       $ 333,979
Ratio of operating expenses to average net assets               0.42%           0.43%+
Ratio of net investment income to average net assets            3.55%           5.49%+
Ratio of operating expenses to average net assets
  without waivers and/or expense reimbursements                 0.58%           0.62%+
Net investment income per share without waivers and/or
  expense reimbursements                                   $  0.0341       $  0.0551
</TABLE>

   * Nations Government Money Market Fund Primary A Shares commenced operations 
     on December 3, 1990.
   + Annualized.
  ++ Total return represents aggregate return for the periods indicated and does
     not reflect the deduction of any applicable sales charge.
 +++ Unaudited.
   # Amount represents less than $0.0001 per share.
 (a) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.

NATIONS TAX EXEMPT FUND
<TABLE>
<CAPTION>
                           PERIOD          YEAR           YEAR           YEAR            YEAR            YEAR            YEAR
                            ENDED          ENDED          ENDED          ENDED          ENDED           ENDED           ENDED
PRIMARY A SHARES         03/31/96(a)     11/30/95       11/30/94       11/30/93        11/30/92        11/30/91        11/30/90
<S>                     <C>            <C>            <C>            <C>            <C>             <C>             <C>
Operating performance:
Net asset value,
  beginning of period    $     1.00     $    1.00      $    1.00      $    1.00      $    1.00       $    1.00       $    1.00
Net investment income        0.0112        0.0361         0.0257         0.0223         0.0267          0.0422          0.0550
Dividends from net
  investment income         (0.0112)      (0.0361)       (0.0257)       (0.0223)       (0.0267)        (0.0422)        (0.0550)
Total dividends and
  distributions             (0.0112)      (0.0361)       (0.0257)       (0.0223)       (0.0267)        (0.0422)        (0.0550)
Net asset value, end
  of period              $     1.00     $    1.00      $    1.00      $    1.00      $    1.00       $    1.00       $    1.00
Total return++                 1.12%         3.68%          2.60%          2.27%          2.70%+++        4.31%+++        5.63%+++
Ratios to average net
  assets/supplemental
  data:
Net assets, end of
  period (in 000's)      $1,078,764     $ 905,125      $ 820,677      $ 701,403      $ 329,265       $ 168,829       $ 173,834
Ratio of operating
  expenses to average
  net assets                   0.30%+        0.30%          0.27%          0.23%          0.40%           0.42%           0.40%
Ratio of net
  investment income to
  average net assets           3.35%+        3.62%          2.59%          2.23%          2.65%           4.23%           5.51%
Ratio of operating
  expenses to average
  net assets without
  waivers and/or
  expense
  reimbursements               0.58%+        0.57%          0.59%          0.59%          0.57%           0.60%           0.75%
Net investment income
  per share without
  waivers and/or
  expense
  reimbursements         $   0.0103     $  0.0335      $  0.0226      $  0.0187      $  0.0250       $  0.0404       $  0.0515

                             YEAR           PERIOD
                            ENDED           ENDED
PRIMARY A SHARES           11/30/89       11/30/88*
Operating performance:
Net asset value,
  beginning of period    $    1.00       $    1.00
Net investment income       0.0600          0.0350
Dividends from net
  investment income        (0.0600)        (0.0350)
Total dividends and
  distributions            (0.0600)        (0.0350)
Net asset value, end
  of period              $    1.00       $    1.00
Total return++                6.17%+++        3.55%+++
Ratios to average net
  assets/supplemental
  data:
Net assets, end of
  period (in 000's)      $ 145,109       $ 143,245
Ratio of operating
  expenses to average
  net assets                  0.40%           0.40%+
Ratio of net
  investment income to
  average net assets          6.00%           4.97%+
Ratio of operating
  expenses to average
  net assets without
  waivers and/or
  expense
  reimbursements              0.74%           0.75%+
Net investment income
  per share without
  waivers and/or
  expense
  reimbursements         $  0.0566       $  0.0325
</TABLE>

   * Nations Tax Exempt Fund Primary A Shares commenced operations on March 14,
     1988.
   + Annualized.
  ++ Total return represents aggregate total return for the periods indicated 
     and does not reflect the deduction of any applicable sales charges.
 +++ Unaudited.
 (a) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.

14

<PAGE>

FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS VALUE FUND
<TABLE>
<CAPTION>
                                      PERIOD          YEAR           YEAR            YEAR            YEAR            YEAR
                                       ENDED          ENDED          ENDED          ENDED           ENDED            ENDED
PRIMARY A SHARES                    03/31/96(a)     11/30/95       11/30/94        11/30/93        11/30/92        11/30/91
<S>                                <C>            <C>            <C>            <C>             <C>             <C>
Operating performance:
Net asset value, beginning of
  period                            $   16.21      $   12.98      $   13.74       $   12.45      $   11.16       $    9.71
Net investment income/loss               0.07           0.27           0.24            0.24           0.28            0.34
Net realized and unrealized
  gain/(loss) on investments             1.06           3.91          (0.23)           1.38           1.57            1.47
Net increase/(decrease) in net
  asset value from operations            1.13           4.18           0.01            1.62           1.85            1.81
Distributions:
Dividends from net investment
  income                                (0.12)         (0.28)         (0.23)          (0.24)         (0.27)          (0.36)
Distributions from net realized
  capital gains                         (0.62)         (0.67)         (0.54)          (0.09)         (0.29)             --
Total dividends and distributions       (0.74)         (0.95)         (0.77)          (0.33)         (0.56)          (0.36)
Net asset value, end of period      $   16.60      $   16.21      $   12.98       $   13.74      $   12.45       $   11.16
Total return++                           7.20%         34.53%         (0.08)%         13.19%         17.00%+++       18.79%+++
Ratios to average net
  assets/supplemental data:
Net assets, end of period (in
  000's)                            $ 998,957      $ 956,669      $ 799,743       $ 707,185      $ 282,138       $  82,360
Ratio of operating expenses to
  average net assets                     0.96%+         0.94%          0.93%           0.96%          0.90%           0.53%
Ratio of net investment
  income/(loss) to average net
  assets                                 1.30% +        1.90%          1.85%           1.98%          2.31%           3.33%
Portfolio turnover rate                    12%            63%            75%             64%            60%             51%
Ratio of operating expenses to
  average net assets without
  waivers and/or expense
  reimbursements                         0.96%+         0.94%          0.93%           0.97%          0.97%           0.99%
Net investment income/(loss) per
  share without waivers and/or
  expense reimbursements            $    0.07%     $    0.27      $    0.24       $    0.24      $    0.27       $    0.30
Average commission rate paid (b)    $  0.0648            N/A            N/A             N/A            N/A             N/A

                                        YEAR            PERIOD
                                        ENDED            ENDED
PRIMARY A SHARES                      11/30/90        11/30/89*#
Operating performance:
Net asset value, beginning of
  period                            $   10.04        $   10.00
Net investment income/loss               0.35             0.08
Net realized and unrealized
  gain/(loss) on investments            (0.36)           (0.04)
Net increase/(decrease) in net
  asset value from operations           (0.01)            0.04
Distributions:
Dividends from net investment
  income                                (0.32)              --
Distributions from net realized
  capital gains                            --               --
Total dividends and distributions       (0.32)              --
Net asset value, end of period      $    9.71        $   10.04
Total return++                          (0.16)%+++        0.40%+++
Ratios to average net
  assets/supplemental data:
Net assets, end of period (in
  000's)                            $  19,769        $   5,161
Ratio of operating expenses to
  average net assets                     0.21%            0.49%+
Ratio of net investment
  income/(loss) to average net
  assets                                 4.19%            4.41%+
Portfolio turnover rate                    24%              --
Ratio of operating expenses to
  average net assets without
  waivers and/or expense
  reimbursements                         1.11%            1.41%+
Net investment income/(loss) per
  share without waivers and/or
  expense reimbursements            $    0.26        $    0.06
Average commission rate paid (b)          N/A              N/A
</TABLE>

  * Nations Value Fund Primary A Shares commenced operations on September 19,
    1989.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
+++ Unaudited.
  # Per share numbers have been calculated using the monthly average share
    method, which more appropriately presents the per share data for the period
    since the use of the undistributed method did not accord with the results of
    operations.
 (a) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
 (b) Average commission rate paid per share of securities purchased and sold by
     the Fund.
                                                                             15

<PAGE>

FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS EQUITY INCOME FUND
<TABLE>
<CAPTION>
                                                PERIOD            YEAR             YEAR             YEAR              YEAR
                                                 ENDED            ENDED            ENDED            ENDED            ENDED
PRIMARY A SHARES                              03/31/96(b)       05/31/95          5/31/94          5/31/93          5/31/92
<S>                                         <C>              <C>              <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period          $   11.81       $   11.43        $   12.06         $   11.41         $   10.19
Net investment income/(loss)                       0.30            0.42             0.38              0.37              0.34
Net realized and unrealized gain/(loss) on
  investments                                      1.77            1.11             0.22              1.08              1.25
Net increase/(decrease) in net asset value
  from operations                                  2.07            1.53             0.60              1.45              1.59
Distributions:
Dividends from net investment income              (0.37)          (0.42)           (0.42)            (0.35)            (0.30)
Distributions from net realized capital
  gains                                           (0.37)          (0.73)           (0.81)            (0.45)            (0.07)
Total dividends and distributions                 (0.74)          (1.15)           (1.23)            (0.80)            (0.37)
Net asset value, end of period                $   13.14       $   11.81        $   11.43         $   12.06         $   11.41
Total return++                                    17.98%          14.79%            5.00%            13.30%            15.91%+++
Ratios to average net assets/supplemental
  data:
Net assets, end of period (in 000's)          $ 283,142       $ 283,082        $ 225,740         $ 175,949         $  18,104
Ratio of operating expenses to average net
  assets                                           0.90%+          0.92%            0.94%             0.92%             1.10%
Ratio of net investment income/(loss) to
  average net assets                               2.84%+          3.75%            3.41%             3.37%             3.15%
Portfolio turnover rate                              59%            158%             116%               55%               84%
Ratio of operating expenses to average net
  assets without waivers and/or expense
  reimbursements                                   0.90%+          0.93%            0.95%             1.04%             2.21%
Net investment income/(loss) per share
  without waivers and/or expense
  reimbursements                              $    0.30       $    0.42        $    0.38         $    0.36         $    0.22
Average commission rate paid (c)              $  0.0287             N/A              N/A               N/A               N/A

                                                 PERIOD
                                                 ENDED
PRIMARY A SHARES                                5/31/91*
Operating performance:
Net asset value, beginning of period         $   10.00
Net investment income/(loss)                      0.05
Net realized and unrealized gain/(loss) on
  investments                                     0.14
Net increase/(decrease) in net asset value
  from operations                                 0.19
Distributions:
Dividends from net investment income                --
Distributions from net realized capital
  gains                                             --
Total dividends and distributions                   --
Net asset value, end of period               $   10.19
Total return++                                    1.90%+++
Ratios to average net assets/supplemental
  data:
Net assets, end of period (in 000's)         $  10,194
Ratio of operating expenses to average net
  assets                                          1.12%+
Ratio of net investment income/(loss) to
  average net assets                              3.66%+
Portfolio turnover rate                              9%
Ratio of operating expenses to average net
  assets without waivers and/or expense
  reimbursements                                  1.80%+
Net investment income/(loss) per share
  without waivers and/or expense
  reimbursements                             $   (0.06)
Average commission rate paid (c)                   N/A
</TABLE>

  * Nations Equity Income Fund Primary A Shares commenced operations on April
    11, 1991.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
+++ Unaudited.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     May 31.
 (c) Average commission rate paid per share of securities purchased and sold by
     the Fund.
16

<PAGE>

FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
                                                               PERIOD            YEAR             YEAR             YEAR
                                                                ENDED            ENDED            ENDED            ENDED
PRIMARY A SHARES                                            03/31/96(a)#       05/31/95#        5/31/94#         5/31/93#
<S>                                                        <C>              <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period                         $   11.75        $   12.06        $   10.60        $   10.40
Net investment income/(loss)                                      0.07             0.14             0.09             0.09
Net realized and unrealized gain/(loss) on investments            1.80            (0.20)            1.44             0.21
Net increase/(decrease) in net asset value from
  operations                                                      1.87            (0.06)            1.53             0.30
Distributions:
Dividends from net investment income                            (0.06)            (0.03)           (0.05)           (0.08)
Distributions in excess of net investment income                (0.04)               --               --               --
Distributions from net realized capital gains                   (0.02)            (0.12)           (0.02)           (0.02)
Distributions in excess of net realized capital gains               --            (0.10)              --               --
Total dividends and distributions                               (0.12)            (0.25)           (0.07)           (0.10)
Net asset value, end of period                               $   13.50        $   11.75        $   12.06        $   10.60
Total return++                                                   16.01%           (0.46)%          14.37%            3.14%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                         $ 849,731        $ 572,940        $ 401,559        $ 118,873
Ratio of operating expenses to average net assets                 1.17%+           1.03%            1.17%            1.30%
Ratio of net investment income/(loss) to average net
  assets                                                          0.65%+           1.17%            0.75%            1.03%
Portfolio turnover rate                                             26%              92%              39%              41%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                           1.18%+           1.04%            1.18%            1.32%
Net investment income/(loss) per share without waivers
  and/or expense reimbursements                              $    0.07        $    0.14        $    0.08        $    0.10
Average commission rate paid (b)                             $  0.0272               --               --               --

                                                                PERIOD
                                                                ENDED
PRIMARY A SHARES                                               5/31/92*
Operating performance:
Net asset value, beginning of period                        $   10.00
Net investment income/(loss)                                     0.08
Net realized and unrealized gain/(loss) on investments           0.36
Net increase/(decrease) in net asset value from
  operations                                                     0.44
Distributions:
Dividends from net investment income                            (0.04)
Distributions in excess of net investment income                   --
Distributions from net realized capital gains                      --
Distributions in excess of net realized capital gains              --
Total dividends and distributions                               (0.04)
Net asset value, end of period                              $   10.40
Total return++                                                   4.43%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                        $  83,970
Ratio of operating expenses to average net assets                1.33%+
Ratio of net investment income/(loss) to average net
  assets                                                         1.81%+
Portfolio turnover rate                                            11%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                          1.43%+
Net investment income/(loss) per share without waivers
  and/or expense reimbursements                             $    0.03
Average commission rate paid (b)                                   --
</TABLE>

  * Nations International Equity Fund Primary A Shares commenced operations on
    December 2, 1991.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
+++ Unaudited.
 # Per share numbers have been calculated using the monthly average shares
   method, which more appropriately presents the per share data for the period
   since the use of the undistributed income method did not accord with the
   results of operations.
 (a) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     May 31.
 (b) Average commission rate paid per share of securities purchased and sold by
     the Fund.
                                                                              17

<PAGE>
FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS EMERGING MARKETS FUND
<TABLE>
<CAPTION>
                                                                     PERIOD
                                                                     ENDED
PRIMARY A SHARES                                                  03/31/96*#
<S>                                                             <C>
Operating performance:
Net asset value, beginning of period                               $   10.00
Net investment income/(loss)                                           (0.03)
Net realized and unrealized gain on investments                         0.37
Net increase in net asset value from operations                         0.34
Distributions:
Dividends from net investment income                                      --
Distributions in excess of net investment income                        0.00**
Distributions from net realized capital gains                             --
Total dividends and distributions                                       0.00**
Net asset value, end of period                                     $   10.34
Total return++                                                          3.42%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                               $  47,560
Ratio of operating expenses to average net assets                       2.13%+
Ratio of net investment income to average net assets                   (0.38)%+
Portfolio turnover rate                                                   17%
Average commission rate paid (a)                                   $  0.0004

</TABLE>

 * Nations Emerging Markets Fund Primary A Shares commenced operations on June
   30, 1995.
 ** Amount represents less than $0.01 per share.
 + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 # Per share numbers have been calculated using the average shares method, which
   more appropriately presents the per share data for the period, since the use
   of the undistributed income method did not accord with the results of
   operations.
(a) Average commission rate paid per share of securities purchased and sold by
    the Fund.

NATIONS PACIFIC GROWTH FUND

<TABLE>
<CAPTION>
PRIMARY A SHARES                                                 03/31/96*#
<S>                                                              <C>
Operating performance:
Net asset value, beginning of period                              $   10.00
Net investment income/(loss)                                          (0.02)
Net realized and unrealized gain/(loss) on investments                 0.29
Net increase/(decrease) in net asset value from operations             0.27
Distributions:
Dividends from net investment income                                     --
Distributions in excess of net investment income                      (0.03)
Total dividends and distributions                                     (0.03)
Net asset value, end of period                                    $   10.24
Total return++                                                         2.66%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                              $  95,210
Ratio of operating expenses to average net assets                      1.76%+
Ratio of net investment income/(loss) to average net assets           (0.27)%+
Portfolio turnover rate                                                  23%
Average commission rate paid (b)                                  $  0.0178
</TABLE>

 * Nations Pacific Growth Fund Primary A Shares commenced operations on June 30,
   1995.
 + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 # Per share numbers have been calculated using the average shares method, which
   more appropriately presents the per share data for the period since the use
   of the undistributed income method did not accord with the results of
   operations.
(b) Average commission rate paid per share of securities purchased and sold by
    the Fund.

18

<PAGE>

FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS CAPITAL GROWTH FUND
<TABLE>
<CAPTION>
                                                               PERIOD            YEAR             YEAR             YEAR
                                                                ENDED            ENDED            ENDED            ENDED
PRIMARY A SHARES                                             03/31/96(a)       11/30/95         11/30/94         11/30/93
<S>                                                        <C>              <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period                         $   14.24        $   11.23       $    11.08        $   10.68
Net investment income/(loss)                                      0.02             0.09             0.09             0.09
Net realized and unrealized gain on investments                   0.38             3.28             0.14             0.42
Net increase in net asset value from operations                   0.40             3.37             0.23             0.51
Distributions:
Dividends from net investment income                             (0.02)           (0.10)           (0.08)           (0.10)
Distributions from net realized capital gains                    (1.19)           (0.26)           (0.00)(b)        (0.01)
Total dividends and distributions                                (1.21)           (0.36)           (0.08)           (0.11)
Net asset value, end of period                               $   13.43        $   14.24       $    11.23        $   11.08
Total return++                                                    3.14%           30.96%            2.14%            4.84%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                         $ 839,300        $ 867,361       $  717,914        $ 646,661
Ratio of operating expenses to average net assets                 0.96%+           0.98%            0.90%            0.80%
Ratio of net investment income/(loss) to average net
  assets                                                          0.38%+           0.71%            0.85%            0.84%
Portfolio turnover rate                                             25%              80%              56%              81%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                           0.96%+           0.98%            0.91%            0.89%
Net investment income/(loss) per share without waivers
  and/or expense reimbursements                              $    0.02        $    0.09       $     0.09        $    0.08
Average commission rate paid (c)                             $  0.0632              N/A              N/A              N/A

                                                               PERIOD
                                                                ENDED
PRIMARY A SHARES                                              11/30/92*
Operating performance:
Net asset value, beginning of period                        $   10.00
Net investment income/(loss)                                     0.02
Net realized and unrealized gain on investments                  0.66#
Net increase in net asset value from operations                  0.68
Distributions:
Dividends from net investment income                               --
Distributions from net realized capital gains                      --
Total dividends and distributions                                  --
Net asset value, end of period                              $   10.68
Total return++                                                   6.80%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                        $ 728,629
Ratio of operating expenses to average net assets                0.30%+
Ratio of net investment income/(loss) to average net
  assets                                                         1.33%+
Portfolio turnover rate                                             7%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                          1.05%+
Net investment income/(loss) per share without waivers
  and/or expense reimbursements                             $    0.01
Average commission rate paid (c)                                  N/A
</TABLE>

  * Nations Capital Growth Fund Primary A Shares commenced operations on
    September 30, 1992.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
+++ Unaudited.
 # The amount shown at this caption for each share outstanding throughout the
   period may not accord with the change in the aggregate gains and losses in
   the portfolio securities for the period because of the timing of purchases
   and withdrawals of shares in relation to the fluctuating market values of the
   portfolio.
 (a) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
 (b) Amount represents less than $0.01 per share.
 (c) Average commission rate paid per share of securities purchased and sold by
     the Fund.
                                                                             19

<PAGE>

FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS EMERGING GROWTH FUND
<TABLE>
<CAPTION>
                                                                              PERIOD            YEAR             YEAR
                                                                               ENDED            ENDED            ENDED
PRIMARY A SHARES                                                           03/31/96#(a)       11/30/95         11/30/94#
<S>                                                                       <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period                                       $   14.28         $   11.41        $   10.87
Net investment income/(loss)                                                   (0.00)(b)          0.01            (0.03)
Net realized and unrealized gain on investments                                 1.26              3.26             0.71
Net increase in net asset value from operations                                 1.26              3.27             0.68
Distributions:
Distributions from net realized capital gains                                  (1.50)            (0.40)           (0.14)
Total dividends and distributions                                              (1.50)            (0.40)           (0.14)
Net asset value, end of period                                             $   14.04         $   14.28        $   11.41
Total return++                                                                  9.87%            29.95%            6.26%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                       $ 295,764         $ 269,484        $ 182,459
Ratio of operating expenses to average net assets                               0.99%+            0.98%            1.01%
Ratio of net investment income/(loss) to average net assets                    (0.06)%+           0.08%           (0.29)%
Portfolio turnover rate                                                           39%              139%             129%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                        0.99%+            0.98%            1.01%
Net investment income/(loss) per share without waivers and/or expense
  reimbursements                                                               (0.00)(b)     $    0.01        $   (0.03)
Average commission rate paid (c)                                           $  0.0599               N/A              N/A

                                                                              PERIOD
                                                                               ENDED
PRIMARY A SHARES                                                             11/30/93*
Operating performance:
Net asset value, beginning of period                                       $   10.00
Net investment income/(loss)                                                   (0.01)
Net realized and unrealized gain on investments                                 0.89
Net increase in net asset value from operations                                 0.88
Distributions:
Distributions from net realized capital gains                                  (0.01)
Total dividends and distributions                                              (0.01)
Net asset value, end of period                                             $   10.87
Total return++                                                                  8.81%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                       $ 121,281
Ratio of operating expenses to average net assets                               0.80%+
Ratio of net investment income/(loss) to average net assets                    (0.15)% +
Portfolio turnover rate                                                          159%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                        1.01%+
Net investment income/(loss) per share without waivers and/or expense
  reimbursements                                                           $   (0.03)
Average commission rate paid (c)                                                 N/A
</TABLE>

  * Nations Emerging Growth Fund Primary A Shares commenced operations on
    December 4, 1992.
 + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
 # Per share numbers have been calculated using the monthly average share
   method, which more appropriately presents the per share data for the period
   since the use of the undistributed income method did not accord with the
   results of operations.
(a) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
    November 30.
(b) Amount represents less than $0.01 per share.
(c) Average commission rate paid per share of securities purchased and sold by
    the Fund.
20

<PAGE>

FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS DISCIPLINED EQUITY FUND
<TABLE>
<CAPTION>
                                                               PERIOD            YEAR             PERIOD             PERIOD
                                                                ENDED            ENDED             ENDED              ENDED
PRIMARY A SHARES                                             03/31/96(a)       11/30/95          11/30/94*          04/29/94*
<S>                                                        <C>              <C>              <C>                <C>
Operating performance:
Net asset value, beginning of period                        $   17.06        $   13.08         $   13.31          $   13.65
Net investment income/(loss)                                     0.05             0.10              0.01              (0.05)
Net realized and unrealized gain/(loss) on investments           0.35             3.96             (0.23)#             2.66
Net increase/(decrease) in net asset value from
  operations                                                     0.40             4.06             (0.22)              2.61
Distributions:
Dividends from net investment income                            (0.04)           (0.08)            (0.01)                --
Distributions from net realized capital gains                   (0.23)              --                --              (2.95)
Return of capital                                                  --               --             (0.00)(b)             --
Total dividends and distributions                               (0.27)           (0.08)            (0.01)             (2.95)
Net asset value, end of period                              $   17.19        $   17.06         $   13.08          $   13.31
Total return++                                                   2.44%           31.13%            (1.62)%            18.79%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                        $ 116,469        $ 109,939         $   9,947          $   8,079
Ratio of operating expenses to average net assets                1.02%+           1.30%             1.13%+             1.20%+
Ratio of net investment income/(loss) to average net
  assets                                                         0.82%+           0.85%             0.12%+            (0.60)%+
Portfolio turnover rate                                            47%             124%              177%               475%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                          1.02%+           1.30%             1.56%+             1.53%+
Net investment income/(loss) per share without waivers
  and/or expense reimbursements                             $    0.05        $    0.10         $   (0.03)         $   (0.08)
Average commission rate paid (c)                               0.0627              N/A               N/A                N/A

                                                                PERIOD
                                                                 ENDED
PRIMARY A SHARES                                               04/30/93*
Operating performance:
Net asset value, beginning of period                         $   10.00
Net investment income/(loss)                                     (0.03)
Net realized and unrealized gain/(loss) on investments            3.74
Net increase/(decrease) in net asset value from
  operations                                                      3.71
Distributions:
Dividends from net investment income                                --
Distributions from net realized capital gains                    (0.06)
Return of capital                                                   --
Total dividends and distributions                                (0.06)
Net asset value, end of period                               $   13.65
Total return++                                                   37.13%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                         $   4,638
Ratio of operating expenses to average net assets                 1.20%+
Ratio of net investment income/(loss) to average net
  assets                                                         (0.58)%+
Portfolio turnover rate                                            203%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                           1.31%+
Net investment income/(loss) per share without waivers
  and/or expense reimbursements                              $   (0.03)
Average commission rate paid (c)                                   N/A
</TABLE>

 * The period for Nations Disciplined Equity Fund Primary A Shares reflects
   operations from April 30, 1994 through November 30, 1994. The financial
   information for the fiscal periods through April 29, 1994 is based on the
   financial information for The Capitol Mutual Funds Special Equity Portfolio
   Class A Shares, which were reorganized into Primary A Shares of Nations
   Disciplined Equity Fund (then named Nations Special Equity Fund) as of the
   close of business on April 29, 1994. The Capitol Mutual Funds Special Equity
   Portfolio Class A Shares commenced operations on October 1, 1992.
 + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
 # The amount shown at this caption for each share outstanding throughout the
   period may not accord with the change in the aggregate gains and losses in
   the portfolio securities for the period because of the timing of purchases
   and withdrawals of shares in relation to the fluctuating market value of the
   portfolio.
(a) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
    November 30.
(b) Value represents less than $0.01 per share.
(c) Average commission rate paid per share of securities purchased and sold by
    the Fund.
                                                                            21

<PAGE>
FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS EQUITY INDEX FUND
<TABLE>
<CAPTION>
                                                                                             PERIOD            YEAR
                                                                                              ENDED            ENDED
PRIMARY A SHARES                                                                           03/31/96(a)       11/30/95
Operating performance:
<S>                                                                                      <C>              <C>
Net asset value, beginning of period                                                       $   12.91        $    9.84
Net investment income                                                                           0.08             0.28
Net realized and unrealized gain/(loss) on investments                                          0.86             3.20
Net increase in net asset value from operations                                                 0.94             3.48
Distributions:
Dividends from net investment income                                                           (0.13)           (0.28)
Distributions from net realized capital gains                                                  (0.14)           (0.13)
Total dividends and distributions                                                              (0.27)           (0.41)
Net asset value, end of period                                                             $   13.58        $   12.91
Total return++                                                                                  7.33%           36.35%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                       $ 192,388        $ 145,021
Ratio of operating expenses to average net assets                                               0.35%+           0.37%
Ratio of operating expenses to average net assets including interest expense                    0.35%+           0.38%
Ratio of net investment income to average net assets                                            1.99%+           2.44%
Portfolio turnover rate                                                                            2%              18%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                0.73%+           0.78%
Net investment income per share without waivers and/or expense reimbursements              $    0.07        $    0.23
Average commission rate paid (b)                                                           $  0.0291              N/A


                                                                                             PERIOD
                                                                                              ENDED
PRIMARY A SHARES                                                                            11/30/94*
Operating performance:
Net asset value, beginning of period                                                       $   10.00
Net investment income                                                                           0.24
Net realized and unrealized gain/(loss) on investments                                         (0.21)
Net increase in net asset value from operations                                                 0.03
Distributions:
Dividends from net investment income                                                           (0.19)
Distributions from net realized capital gains                                                     --
Total dividends and distributions                                                              (0.19)
Net asset value, end of period                                                             $    9.84
Total return++                                                                                  0.29%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                       $ 123,147
Ratio of operating expenses to average net assets                                               0.35%+
Ratio of operating expenses to average net assets including interest expense                      --
Ratio of net investment income to average net assets                                            2.64%+
Portfolio turnover rate                                                                           14%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                0.79%+
Net investment income per share without waivers and/or expense reimbursements              $    0.20
Average commission rate paid (b)                                                                 N/A
</TABLE>

 * Nations Equity Index Fund Primary A Shares commenced operations on December
   15, 1993.
 + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
(a) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
    November 30.
(b) Average commission rate paid per share of securities purchased and sold by
    the Fund.

NATIONS BALANCED ASSETS FUND
<TABLE>
<CAPTION>
                                                               PERIOD            YEAR             YEAR             YEAR
                                                                ENDED            ENDED            ENDED            ENDED
PRIMARY A SHARES                                             03/31/96(a)       11/30/95         11/30/94         11/30/93
<S>                                                        <C>              <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period                         $   12.68        $   10.44        $   10.87        $   10.24
Net investment income                                             0.11             0.38             0.25             0.29
Net realized and unrealized gain/(loss) on investments            0.45             2.21            (0.43)            0.64
Net increase/(decrease) in net asset value from
  operations                                                      0.56             2.59            (0.18)            0.93
Distributions:
Dividends from net investment income                             (0.18)           (0.33)           (0.25)           (0.30)
Distributions from net realized capital gains                    (1.41)           (0.02)              --               --
Total dividends and distributions                                (1.59)           (0.35)           (0.25)           (0.30)
Net asset value, end of period                               $   11.65        $   12.68        $   10.44        $   10.87
Total return++                                                    4.90%           25.27%          (1.73)%            9.22%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                       $   164,215      $   163,198      $   162,215      $   178,270
Ratio of operating expenses to average net assets                 1.00%+           0.99%            0.98    %        0.90%
Ratio of net investment income to average net assets              2.91%+           3.25%            2.31    %        2.82%
Portfolio turnover rate                                             83%             174%             156    %          50%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                           1.00%+           0.99%            0.99    %        0.97%
Net investment income per share without waivers and/or
  expense reimbursements                                   $      0.11      $      0.38      $      0.25      $      0.29
Average commission rate paid (c)                           $    0.0598              N/A              N/A              N/A

                                                               PERIOD
                                                                ENDED
PRIMARY A SHARES                                              11/30/92*
Operating performance:
Net asset value, beginning of period                        $   10.00
Net investment income                                            0.06
Net realized and unrealized gain/(loss) on investments           0.18#
Net increase/(decrease) in net asset value from
  operations                                                     0.24
Distributions:
Dividends from net investment income                               --
Distributions from net realized capital gains                      --
Total dividends and distributions                                  --
Net asset value, end of period                              $   10.24
Total return++                                                   2.40%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                       $  111,953
Ratio of operating expenses to average net assets                0.30%+
Ratio of net investment income to average net assets             3.85%+
Portfolio turnover rate                                            79%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                          1.05%+
Net investment income per share without waivers and/or
  expense reimbursements                                   $     0.05
Average commission rate paid (c)                                  N/A
</TABLE>

   * Nations Balanced Assets Fund Primary A Shares commenced operations on
     September 30, 1992.
   + Annualized.
  ++ Total return represents aggregate total return for the period indicated and
     does not reflect the deduction of any applicable sales charges.
 +++ Unaudited.
  # The amount shown at this caption for each share outstanding throughout the
    period may not accord with the change in the aggregate gains and losses in
    the portfolio securities for the period because of the timing of purchases
    and withdrawals of shares in relation to the fluctuating market values of
    the portfolio.
 (a) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
 (c) Average commission rate paid per share of securities purchased and sold by
     the Fund.
22

<PAGE>
FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS SHORT-INTERMEDIATE GOVERNMENT FUND
<TABLE>
<CAPTION>
                                                PERIOD            YEAR             YEAR             YEAR             YEAR
                                                 ENDED            ENDED            ENDED            ENDED            ENDED
PRIMARY A SHARES                             03/31/96(b)#       11/30/95#        11/30/94         11/30/93         11/30/92
<S>                                         <C>              <C>              <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period          $    4.14        $    3.93        $    4.28        $    4.16       $    4.17
Net investment income                              0.07             0.24             0.23             0.23            0.28
Net realized and unrealized gain/(loss) on
  investments                                     (0.07)            0.21            (0.33)            0.14           (0.01)
Net increase/(decrease) in net asset value
  from operations                                  0.00             0.45            (0.10)            0.37            0.27
Distributions:
Dividends from net investment income              (0.07)           (0.24)           (0.23)           (0.23)          (0.28)
Distributions in excess of net investment
  income                                          (0.00)(a)        (0.00)(a)        (0.00)(a)           --              --
Distributions from net realized capital
  gains                                              --               --            (0.02)           (0.02)             --
Total dividends and distributions                 (0.07)           (0.24)           (0.25)           (0.25)          (0.28)
Net asset value, end of period                $    4.07        $    4.14        $    3.93        $    4.28       $    4.16
Total return++                                     0.07%           11.70%           (2.23)%           9.03%           6.70%+++
Ratios to average net assets/supplemental
  data:
Net assets, end of period (in 000's)        $   399,915      $   425,200      $   433,278      $   443,426      $  360,497
Ratio of operating expenses to average net
  assets                                           0.63%+           0.60%            0.59%            0.55%           0.37%
Ratio of net investment income to average
  net assets                                       5.32%+           5.88%            5.76%            5.40%           6.48%
Portfolio turnover rate                             189%             328%             133%              92%             25%
Ratio of operating expenses to average net
  assets without waivers and/or expense
  reimbursements                                   0.86%+           0.80%            0.80%            0.79%           0.77%
Net investment income per share without
  waivers and/or expense reimbursements     $      0.06      $      0.23      $      0.22      $      0.22      $     0.26

                                                PERIOD
                                                 ENDED
PRIMARY A SHARES                               11/30/91*
Operating performance:
Net asset value, beginning of period         $    4.00##
Net investment income                             0.10
Net realized and unrealized gain/(loss) on
  investments                                     0.17
Net increase/(decrease) in net asset value
  from operations                                 0.27
Distributions:
Dividends from net investment income             (0.10)
Distributions in excess of net investment
  income                                            --
Distributions from net realized capital
  gains                                             --
Total dividends and distributions                (0.10)
Net asset value, end of period               $    4.17
Total return++                                    6.81%+++
Ratios to average net assets/supplemental
  data:
Net assets, end of period (in 000's)        $  158,435
Ratio of operating expenses to average net
  assets                                          0.08%+
Ratio of net investment income to average
  net assets                                      7.21%+
Portfolio turnover rate                             11%
Ratio of operating expenses to average net
  assets without waivers and/or expense
  reimbursements                                  0.82%+
Net investment income per share without
  waivers and/or expense reimbursements     $     0.00     (a)
</TABLE>

  * Nations Short-Intermediate Government Fund Primary A Shares commenced
    operations on August 1, 1991.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
 +++ Unaudited.
 # Per share numbers have been calculated using the monthly average share
   method, which more appropriately presents the per share data for the period
   since the use of the undistributed income method did not accord with the
   results of operations.
## Nations Short-Intermediate Government Fund's net asset value upon
   commencement of operations was $2.00 per share. Effective September 25, 1991,
   the net asset value doubled as a result of the reclassification of each
   outstanding share into half as many shares (reverse split).
 (a) Amount represents less than $0.01.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
                                                                        23

<PAGE>

FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS GOVERNMENT SECURITIES FUND
<TABLE>
<CAPTION>
                                                         PERIOD           YEAR            YEAR             YEAR
                                                         ENDED           ENDED            ENDED            ENDED
PRIMARY A SHARES                                      03/31/96(b)#     05/31/95#        05/31/94         05/31/93
<S>                                                  <C>             <C>             <C>              <C>
Operating performance:
Net asset value, beginning of period                  $    9.86       $    9.80         $   10.46        $   10.36
Net investment income                                      0.52            0.64              0.64             0.71
Net realized and unrealized gain/(loss) on
  investments                                             (0.19)           0.06             (0.61)            0.13
Net increase/(decrease) in net asset value from
  operations                                               0.33            0.70              0.03             0.84
Distributions:
Dividends from net investment income                      (0.50)          (0.60)            (0.58)           (0.70)
Dividends in excess of net investment income               0.02              --             (0.02)              --
Distributions from net realized capital gains                --              --                --               --
Distributions in excess of net realized capital
  gains                                                      --              --             (0.05)           (0.04)
Distributions from capital                                   --           (0.04)            (0.04)              --
Total dividends and distributions                         (0.52)          (0.64)            (0.69)           (0.74)
Net asset value, end of period                        $    9.67       $    9.86         $    9.80        $   10.46
Total return++                                             3.41%           7.55%             0.06%            8.37%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                  $  55,962       $  39,909         $  44,536        $  40,472
Ratio of operating expenses to average net assets          0.80%+          0.76%             0.73%            0.85%
Ratio of net investment income to average net
  assets                                                   6.36%+          6.69%             6.08%            6.67%
Portfolio turnover rate                                     199%            413%               56%             103%
Ratio of operating expenses to average net assets
  without waivers and/or expense reimbursements            0.95%+          0.94%             0.94%            1.00%
Net investment income per share without waivers
  and/or expense reimbursements                       $    0.51       $    0.62         $    0.61        $    0.60

                                                          YEAR            PERIOD
                                                          ENDED           ENDED
PRIMARY A SHARES                                        05/31/92        05/31/91*
Operating performance:
Net asset value, beginning of period                  $   10.05        $   10.00
Net investment income                                      0.74             0.10
Net realized and unrealized gain/(loss) on
  investments                                              0.37             0.02
Net increase/(decrease) in net asset value from
  operations                                               1.11             0.12
Distributions:
Dividends from net investment income                      (0.77)           (0.07)
Dividends in excess of net investment income                 --               --
Distributions from net realized capital gains                --               --
Distributions in excess of net realized capital
  gains                                                   (0.03)              --
Distributions from capital                                   --               --
Total dividends and distributions                         (0.80)           (0.07)
Net asset value, end of period                        $   10.36        $   10.05
Total return++                                            11.43%+++         1.19%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                  $  42,256        $  10,047
Ratio of operating expenses to average net assets          1.06%            1.10%+
Ratio of net investment income to average net
  assets                                                   7.15%            7.18%+
Portfolio turnover rate                                     130%               5%
Ratio of operating expenses to average net assets
  without waivers and/or expense reimbursements            1.72%            1.69%+++
Net investment income per share without waivers
  and/or expense reimbursements                       $    0.07        $    0.09+++
</TABLE>

  * Nations Government Securities Fund Primary A Shares commenced operations on
    April 11, 1991.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
+++ Unaudited.
 # Per share numbers have been calculated using the average shares method, which
   more appropriately presents the per share data for the period since the use
   of the undistributed income method did not accord with the results of
   operations.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     May 31.
24

<PAGE>

FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS SHORT-TERM INCOME FUND
<TABLE>
<CAPTION>
                                                               PERIOD            YEAR             YEAR             YEAR
                                                                ENDED            ENDED            ENDED            ENDED
PRIMARY A SHARES                                            03/31/96(b)#       11/30/95#        11/30/94#        11/30/93
<S>                                                        <C>              <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period                        $    9.84        $    9.48        $   10.01        $    9.75
Net investment income                                            0.20             0.61             0.50             0.53
Net realized and unrealized gain/(loss) on investments          (0.08)            0.36            (0.51)            0.26
Net increase/(decrease) in net asset value from
  operations                                                     0.12             0.97            (0.01)            0.79
Distributions:
Dividends from net investment income                            (0.20)           (0.61)           (0.48)           (0.53)
Distributions in excess of net investment income                   --               --            (0.02)              --
Distributions from capital                                         --               --            (0.02)              --
Total dividends and distributions                               (0.20)           (0.61)           (0.52)           (0.53)
Net asset value, end of period                              $    9.76        $    9.84        $    9.48        $   10.01
Total return++                                                   1.19%           10.48%          (0.11)%            8.26     %
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                       $  179,957       $  169,291       $  176,712       $  201,738
Ratio of operating expenses to average net assets                0.55     %+       0.56     %       0.50     %       0.37     %
Ratio of net investment income to average net assets             6.07     %+       6.32     %       5.23     %       5.27     %
Portfolio turnover rate                                            73     %        224     %        293     %        121     %
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                          0.87     %+       0.86     %       0.82     %       0.79     %
Net investment income per share without waivers and/or
  expense reimbursements                                   $     0.19       $     0.58       $     0.47       $     0.48

                                                                PERIOD
                                                                ENDED
PRIMARY A SHARES                                              11/30/92*
Operating performance:
Net asset value, beginning of period                        $   10.00
Net investment income                                            0.09
Net realized and unrealized gain/(loss) on investments          (0.25)
Net increase/(decrease) in net asset value from
  operations                                                    (0.16)
Distributions:
Dividends from net investment income                            (0.09)
Distributions in excess of net investment income                   --
Distributions from capital                                         --
Total dividends and distributions                               (0.09)
Net asset value, end of period                              $    9.75
Total return++                                                  (1.58)%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                       $  190,680
Ratio of operating expenses to average net assets                0.30      %+
Ratio of net investment income to average net assets             5.54      %+
Portfolio turnover rate                                            45      %
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                          0.90      %+
Net investment income per share without waivers and/or
  expense reimbursements                                   $     0.08
</TABLE>

  * Nations Short-Term Income Fund Primary A Shares commenced operations on
    September 30, 1992.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
+++ Unaudited.
 # Per share numbers have been calculated using the monthly average share
   method, which more appropriately presents the per share data for the period
   since the use of the undistributed method did not accord with the results of
   operations.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
                                                                        25

<PAGE>

FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS DIVERSIFIED INCOME FUND
<TABLE>
<CAPTION>
                                                                PERIOD             YEAR              YEAR
                                                                ENDED             ENDED             ENDED             YEAR
PRIMARY A SHARES                                             03/31/96(b)         11/30/95         11/30/94#      ENDED 11/30/93#
<S>                                                        <C>               <C>               <C>               <C>
Operating performance:
Net asset value, beginning of period                         $   10.82         $    9.67         $   10.88          $    9.97
Net investment income                                             0.23              0.73              0.74               0.78
Net realized and unrealized gain/(loss) on investments           (0.40)             1.15             (1.06)              0.91
Net increase/(decrease) in net asset value from
  operations                                                     (0.17)             1.88             (0.32)              1.69
Distributions:
Dividends from net investment income                             (0.23)            (0.73)            (0.74)             (0.78)
Distributions in excess of net investment income                    --                --             (0.00)(a)             --
Distributions from net realized capital gains                       --                --             (0.15)                --
Total dividends and distributions                                (0.23)            (0.73)            (0.89)             (0.78)
Net asset value, end of period                               $   10.42         $   10.82         $    9.67          $   10.88
Total return++                                                   (1.59)%           20.11%            (3.05     )%        17.40%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                       $    65,081       $    64,800       $    22,298       $     28,553
Ratio of operating expenses to average net assets                 0.77%+            0.80%             0.74%              0.55%
Ratio of net investment income to average net assets              6.49%+            7.03%             7.31%              7.02%
Portfolio turnover rate                                             69%               96%              144%                86%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                           0.87%+            0.93%             0.95%              0.95%
Net investment income per share without waivers and/or
  expense reimbursements                                   $      0.23       $      0.72       $      0.72       $       0.70

                                                                PERIOD
                                                                ENDED
PRIMARY A SHARES                                              11/30/92*
Operating performance:
Net asset value, beginning of period                        $   10.00
Net investment income                                            0.06
Net realized and unrealized gain/(loss) on investments          (0.03)
Net increase/(decrease) in net asset value from
  operations                                                     0.03
Distributions:
Dividends from net investment income                            (0.06)
Distributions in excess of net investment income                   --
Distributions from net realized capital gains                      --
Total dividends and distributions                               (0.06)
Net asset value, end of period                              $    9.97
Total return++                                                   0.32%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                       $   23,962
Ratio of operating expenses to average net assets                0.25%+
Ratio of net investment income to average net assets             7.76%+
Portfolio turnover rate                                            46%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                          0.85%+
Net investment income per share without waivers and/or
  expense reimbursements                                   $     0.05
</TABLE>

  * Nations Diversified Income Fund Primary A Shares commenced operations on
    October 30, 1992.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
 +++ Unaudited.
 # Per share numbers have been calculated using the monthly average share
   method, which more appropriately presents the per share data for the period
   since the use of the undistributed income method did not accord with the
   results of operations.
 (a) Amount represents less than $0.01.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.

NATIONS STRATEGIC FIXED INCOME FUND
<TABLE>
<CAPTION>
                                                                  PERIOD            YEAR             YEAR             YEAR
                                                                   ENDED            ENDED            ENDED            ENDED
PRIMARY A SHARES                                                03/31/96(a)       11/30/95         11/30/94         11/30/93
<S>                                                           <C>              <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period                           $   10.22          $    9.32        $   10.55        $    9.94
Net investment income                                               0.19               0.59             0.53             0.56
Net realized and unrealized gain/(loss) on investments             (0.29)              0.90            (0.89)            0.62
Net increase/(decrease) in net asset value from operations         (0.10)              1.49            (0.36)            1.18
Distributions:
Dividends from net investment income                               (0.19)             (0.59)           (0.51)           (0.56)
Distributions in excess of net investment income                      --                 --            (0.02)              --
Distributions from net realized capital gains                         --                 --            (0.34)           (0.01)
Total dividends and distributions                                  (0.19)             (0.59)           (0.87)           (0.57)
Net asset value, end of period                                 $    9.93          $   10.22        $    9.32        $   10.55
Total return++                                                     (1.04)%            16.45%           (3.58)%          12.05%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                           $ 823,890          $ 823,098        $ 550,697        $ 545,538
Ratio of operating expenses to average net assets                   0.72%+             0.71%            0.68%            0.61%
Ratio of net investment income to average net assets                5.49%              6.05%            5.43%            5.40%
Portfolio turnover rate                                             1.33%               228%             307%             161%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                             0.83%+             0.81%            0.76%            0.77%
Net investment income per share without waivers and/or
  expense reimbursements                                       $    0.19          $    0.58        $    0.52        $    0.55

                                                                   PERIOD
                                                                   ENDED
PRIMARY A SHARES                                                 11/30/92*
Operating performance:
Net asset value, beginning of period                           $   10.00
Net investment income                                               0.05
Net realized and unrealized gain/(loss) on investments             (0.06)
Net increase/(decrease) in net asset value from operations         (0.01)
Distributions:
Dividends from net investment income                               (0.05)
Distributions in excess of net investment income                      --
Distributions from net realized capital gains                         --
Total dividends and distributions                                  (0.05)
Net asset value, end of period                                 $    9.94
Total return++                                                     (0.11)%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                           $ 581,329
Ratio of operating expenses to average net assets                   0.26%+
Ratio of net investment income to average net assets                6.15%+
Portfolio turnover rate                                               12%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                             0.86%+
Net investment income per share without waivers and/or
  expense reimbursements                                       $    0.04
</TABLE>

  * Nations Strategic Fixed Income Fund Primary A Shares commenced operations on
    October 30, 1992.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
+++ Unaudited.
 (a) Fiscal year end changed to March 31. Prior to this, the fiscal year was
     November 30.
26

<PAGE>
FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS GLOBAL GOVERNMENT INCOME FUND
<TABLE>
<CAPTION>
PRIMARY A SHARES
                                                                                                                           PERIOD
                                                                                                                            ENDED
PRIMARY A SHARES                                                                                                         03/31/96*#
<S>                                                                                                                    <C>
Operating performance:
Net asset value, beginning of period                                                                                      $   10.00
Net investment income/(loss)                                                                                                   0.39
Net realized and unrealized gain/(loss) on investments                                                                         0.11
Net increase in net asset value from operations                                                                                0.50
Distributions:
Dividends from net investment income                                                                                          (0.37)
Distributions in excess of net investment income                                                                              (0.02)
Distributions from net realized capital gains                                                                                 (0.04)
Total dividends and distributions                                                                                             (0.43)
Net asset value, end of period                                                                                            $   10.07
Total return++                                                                                                                 5.03%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                                                      $  24,753
Ratio of operating expenses to average net assets                                                                             1.32%+
Ratio of net investment income/(loss) to average net assets                                                                   5.17%+
Portfolio turnover rate                                                                                                         213%

</TABLE>

  * Nations Global Government Income Fund Primary A Shares commenced operations
    on June 30, 1995.
  + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 # Per share numbers have been calculated using the monthly average shares
   method, which more appropriately represents the per share data for the
   period, since the use of the undistributed income method did not accord with
   the results of operations.

NATIONS MUNICIPAL INCOME FUND
<TABLE>
<CAPTION>
                                                    PERIOD            YEAR             YEAR              YEAR
                                                    ENDED             ENDED            ENDED            ENDED
PRIMARY A SHARES                                 03/31/96(b)        11/30/95         11/30/94          11/30/93
<S>                                            <C>               <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period             $   11.08          $    9.64        $   11.33       $   10.65
Net investment income                                 0.20               0.59             0.57            0.59
Net realized and unrealized gain/(loss) on
  investments                                        (0.24)              1.44            (1.44)           0.72
Net increase/(decrease) in net asset value
  from operations                                    (0.04)              2.03            (0.87)           1.31
Distributions:
Dividends from net investment income                 (0.20)             (0.59)           (0.57)          (0.59)
Distributions in excess of net investment
  income                                                --                 --            (0.00)#            --
Distributions from net realized capital gains           --                 --            (0.25)          (0.04)
Total dividends and distributions                    (0.20)             (0.59)           (0.82)          (0.63)
Net asset value, end of period                   $   10.84          $   11.08        $    9.64       $   11.33
Total return++                                       (0.41)%            21.55%           (8.17)%         12.54%
Ratios to average net assets/supplemental
  data:
Net assets, end of period (in 000's)             $  68,022          $  68,836        $  59,279       $  88,386
Ratio of operating expenses to average net
  assets                                              0.60%+             0.60%            0.61%           0.52%
Ratio of operating expenses to average net
  asset including interest expense                      --(a)              --(a)          0.62%             --
Ratio of net investment income to average net
  assets                                              5.35%+             5.63%            5.42%           5.24%
Portfolio turnover rate                                  4%                49%              63%             48%
Ratio of operating expenses to average net
  assets without waivers and/or expense
  reimbursements                                      0.91%+             0.88%            0.90%           0.84%
Net investment income per share without
  waivers and/or expense reimbursements          $    0.19          $    0.56        $    0.54       $    0.55

                                                     YEAR             PERIOD
                                                    ENDED             ENDED
PRIMARY A SHARES                                   11/30/92         11/30/91*
Operating performance:
Net asset value, beginning of period            $   10.25         $   10.00
Net investment income                                0.59              0.52
Net realized and unrealized gain/(loss) on
  investments                                        0.41              0.25
Net increase/(decrease) in net asset value
  from operations                                    1.00              0.77
Distributions:
Dividends from net investment income                (0.59)            (0.52)
Distributions in excess of net investment
  income                                               --                --
Distributions from net realized capital gains       (0.01)               --
Total dividends and distributions                   (0.60)            (0.52)
Net asset value, end of period                  $   10.65         $   10.25
Total return++                                       9.97%+++          7.87%+++
Ratios to average net assets/supplemental
  data:
Net assets, end of period (in 000's)            $  62,387         $  23,631
Ratio of operating expenses to average net
  assets                                             0.43%             0.20%+
Ratio of operating expenses to average net
  asset including interest expense                     --                --
Ratio of net investment income to average net
  assets                                             5.51%             6.07%+
Portfolio turnover rate                                19%               54%
Ratio of operating expenses to average net
  assets without waivers and/or expense
  reimbursements                                     0.90%             0.88%+
Net investment income per share without
  waivers and/or expense reimbursements         $    0.54         $    0.45
</TABLE>

  * Nations Municipal Income Fund Primary A Shares commenced operations on
    February 1, 1991.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
+++ Unaudited.
 # Amount represents less than $0.01 per share.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
                                                                        27

<PAGE>
FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS SHORT-TERM MUNICIPAL INCOME FUND
<TABLE>
<CAPTION>
                                                                               PERIOD             YEAR             YEAR
                                                                               ENDED             ENDED             ENDED
PRIMARY A SHARES                                                            03/31/96(b)         11/30/95         11/30/94
<S>                                                                       <C>               <C>               <C>
Operating performance:
Net asset value, beginning of period                                       $   10.03         $    9.69           $    9.96
Net investment income                                                           0.15              0.44                0.38
Net realized and unrealized gain/(loss) on investments                         (0.05)             0.34               (0.27)
Net increase in net asset value from operations                                 0.10              0.78                0.11
Distributions:
Dividends from net investment income                                           (0.15)            (0.44)              (0.38)
Distributions from net realized capital gains                                     --                --               (0.00)#
Total dividends and distributions                                              (0.15)            (0.44)              (0.38)
Net asset value, end of period                                             $    9.98         $   10.03           $    9.69
Total return++                                                                  0.96%             8.16%               1.09%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                       $  48,511         $  49,961           $  33,488
Ratio of operating expenses to average net assets                               0.40%+(a)         0.45%(a)            0.34%(a)
Ratio of net investment income to average net assets                            4.37%+            4.38%               3.83%
Portfolio turnover rate                                                           16%               82%                 57%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                        0.86%+            0.93%               0.80%
Net investment income per share without waivers and/or expense
  reimbursements                                                           $    0.13         $    0.39           $    0.33

                                                                               PERIOD
                                                                                ENDED
PRIMARY A SHARES                                                              11/30/93*
Operating performance:
Net asset value, beginning of period                                          $   10.00
Net investment income                                                              0.05
Net realized and unrealized gain/(loss) on investments                            (0.04)
Net increase in net asset value from operations                                    0.01
Distributions:
Dividends from net investment income                                              (0.05)
Distributions from net realized capital gains                                        --
Total dividends and distributions                                                 (0.05)
Net asset value, end of period                                                $    9.96
Total return++                                                                     0.06%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                          $   5,999
Ratio of operating expenses to average net assets                                  0.09%+
Ratio of net investment income to average net assets                               3.16%+
Portfolio turnover rate                                                              45%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                           1.04%+
Net investment income per share without waivers and/or expense
  reimbursements                                                              $    0.04
</TABLE>

  * Nations Short-Term Municipal Income Fund Primary A Shares commenced
    operations on October 7, 1993.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
 # Amount represents less than $0.01 per share.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.

NATIONS INTERMEDIATE MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                               PERIOD             YEAR              YEAR
                                                                               ENDED             ENDED             ENDED
PRIMARY A SHARES                                                            03/31/96(b)         11/30/95          11/30/94
<S>                                                                       <C>               <C>               <C>
Operating performance:
Net asset value, beginning of period                                        $   10.17         $    9.24         $   10.11
Net investment income                                                            0.16              0.48              0.45
Net realized and unrealized gain/(loss) on investments                          (0.14)             0.93             (0.86)
Net increase/(decrease) in net asset value from operations                       0.02              1.41             (0.41)
Distributions:
Dividends from net investment income                                            (0.16)            (0.48)            (0.45)
Distributions in excess of net investment income                                   --                --             (0.00)#
Distributions from net realized capital gains                                      --                --             (0.01)
Total dividends and distributions                                               (0.16)            (0.48)            (0.46)
Net asset value, end of period                                              $   10.03         $   10.17         $    9.24
Total return++                                                                   0.20%            15.60%            (4.25)%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                        $  77,423         $  73,897         $  38,055
Ratio of operating expenses to average net assets                                0.50%+(a)         0.45%(a)          0.35%(a)
Ratio of net investment income to average net assets                             4.75%+            4.91%             4.59%
Portfolio turnover rate                                                             4%               31%               51%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                         0.83%+            0.84%             0.88%
Net investment income per share without waivers and/or expense
  reimbursements                                                            $    0.15         $    0.45         $    0.40

                                                                               PERIOD
                                                                               ENDED
PRIMARY A SHARES                                                             11/30/93*
Operating performance:
Net asset value, beginning of period                                        $   10.00
Net investment income                                                            0.14
Net realized and unrealized gain/(loss) on investments                           0.11
Net increase/(decrease) in net asset value from operations                       0.25
Distributions:
Dividends from net investment income                                            (0.14)
Distributions in excess of net investment income                                   --
Distributions from net realized capital gains                                      --
Total dividends and distributions                                               (0.14)
Net asset value, end of period                                              $   10.11
Total return++                                                                   2.46%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                        $  28,335
Ratio of operating expenses to average net assets                                0.24%+
Ratio of net investment income to average net assets                             4.07%+
Portfolio turnover rate                                                            23%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                         0.96%+
Net investment income per share without waivers and/or expense
  reimbursements                                                            $    0.12
</TABLE>

  * Nations Intermediate Municipal Bond Fund Primary A Shares commenced
    operations on July 30, 1993.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
 # Amount represents less than $0.01 per share.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
28

<PAGE>
FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS FLORIDA INTERMEDIATE MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                                  PERIOD             YEAR              YEAR
                                                                                  ENDED             ENDED             ENDED
PRIMARY A SHARES                                                               03/31/96(b)         11/30/95          11/30/94
<S>                                                                          <C>               <C>               <C>
Operating performance:
Net asset value, beginning of period                                           $   10.63         $    9.61         $   10.50
Net investment income                                                               0.17              0.48              0.45
Net realized and unrealized gain/(loss) on investments                             (0.17)             1.02             (0.88)
Net increase/(decrease) in net asset value from operations                          0.00              1.50             (0.43)
Distributions:
Dividends from net investment income                                               (0.17)            (0.48)            (0.45)
Distributions in excess of net investment income                                      --                --             (0.00)#
Distributions from net realized capital gains                                         --                --             (0.01)
Total dividends and distributions                                                  (0.17)            (0.48)            (0.46)
Net asset value, end of period                                                 $   10.46         $   10.63         $    9.61
Total return++                                                                     (0.06)%           15.92%            (4.26)%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                           $  44,988         $  44,038         $  42,717
Ratio of operating expenses to average net assets                                   0.50%+(a)         0.55%(a)          0.55%(a)
Ratio of net investment income to average net assets                                4.66%+            4.70%             4.44%
Portfolio turnover rate                                                               18%               27%               34%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                            0.86%+            0.81%             0.76%
Net investment income per share without waivers and/or expense
  reimbursements                                                               $    0.15         $    0.46         $    0.43

                                                                                  PERIOD
                                                                                  ENDED
PRIMARY A SHARES                                                                11/30/93*
Operating performance:
Net asset value, beginning of period                                           $   10.00
Net investment income                                                               0.44
Net realized and unrealized gain/(loss) on investments                              0.50
Net increase/(decrease) in net asset value from operations                          0.94
Distributions:
Dividends from net investment income                                               (0.44)
Distributions in excess of net investment income                                      --
Distributions from net realized capital gains                                         --
Total dividends and distributions                                                  (0.44)
Net asset value, end of period                                                 $   10.50
Total return++                                                                      9.50%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                           $  41,489
Ratio of operating expenses to average net assets                                   0.44%+
Ratio of net investment income to average net assets                                4.28%+
Portfolio turnover rate                                                               15%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                            0.80%+
Net investment income per share without waivers and/or expense
  reimbursements                                                               $    0.40
</TABLE>

  * Nations Florida Intermediate Municipal Bond Fund Primary A Shares commenced
    operations on December 11, 1992.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated and
    does not reflect the deduction of any applicable sales charges.
 # Amount represents less than $0.01 per share.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.

NATIONS FLORIDA MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                                                 PERIOD             YEAR
                                                                                                 ENDED             ENDED
PRIMARY A SHARES                                                                              03/31/96(b)         11/30/95
<S>                                                                                         <C>               <C>
Operating performance:
Net asset value, beginning of period                                                          $    9.76         $    8.40
Net investment income                                                                              0.16              0.51
Net realized and unrealized gain/(loss) on investments                                            (0.29)             1.36
Net increase/(decrease) in net asset value from operations                                        (0.13)             1.87
Dividends from net investment income                                                              (0.16)            (0.51)
Total dividends and distributions                                                                 (0.16)            (0.51)
Net asset value, end of period                                                                $    9.47         $    9.76
Total return++                                                                                    (1.33)%           22.69%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                          $  13,044         $  11,219
Ratio of operating expenses to average net assets                                                  0.60%+(a)         0.39%(a)
Ratio of net investment income to average net assets                                               5.03%+            5.44%
Portfolio turnover rate                                                                               7%               13%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                   0.96%+            0.95%
Net investment income per share without waivers and/or expense reimbursements                 $    0.15         $    0.46

                                                                                                 PERIOD
                                                                                                 ENDED
PRIMARY A SHARES                                                                               11/30/94*
Operating performance:
Net asset value, beginning of period                                                          $    9.93
Net investment income                                                                              0.49
Net realized and unrealized gain/(loss) on investments                                            (1.53)
Net increase/(decrease) in net asset value from operations                                        (1.04)
Dividends from net investment income                                                              (0.49)
Total dividends and distributions                                                                 (0.49)
Net asset value, end of period                                                                $    8.40
Total return++                                                                                   (10.70)%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                          $   4,258
Ratio of operating expenses to average net assets                                                  0.21%+(a)
Ratio of net investment income to average net assets                                               5.55%+
Portfolio turnover rate                                                                              46%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                   0.91%+
Net investment income per share without waivers and/or expense reimbursements                 $    0.43
</TABLE>

  * Nations Florida Municipal Bond Fund Primary A Shares commenced operations on
    December 13, 1993.
  + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
                                                                        29

<PAGE>
FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS GEORGIA INTERMEDIATE MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                  PERIOD            YEAR             YEAR             YEAR
                                                                   ENDED            ENDED            ENDED            ENDED
PRIMARY A SHARES                                                03/31/96(b)       11/30/95         11/30/94         11/30/93
<S>                                                           <C>              <C>              <C>              <C>
Operating performance:
Net asset value, beginning of period                             $   10.81        $    9.82        $   10.82        $   10.29
Net investment income                                                 0.17             0.50             0.49             0.50
Net realized and unrealized gain/(loss) on investments               (0.18)            0.99            (0.98)            0.56
Net increase/(decrease) in net asset value from operations           (0.01)            1.49            (0.49)            1.06
Distributions:
Dividends from net investment income                                 (0.17)           (0.50)           (0.49)           (0.50)
Distributions in excess of net investment income                        --               --            (0.00)#             --
Distributions from net realized capital gains                           --               --            (0.02)           (0.03)
Total dividends and distributions                                    (0.17)           (0.50)           (0.51)           (0.53)
Net asset value, end of period                                   $   10.63        $   10.81        $    9.82        $   10.82
Total return++                                                       (0.13)%          15.42%           (4.70)%          10.43%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                             $  38,222        $  40,383        $  33,111        $  30,738
Ratio of operating expenses to average net assets                     0.50%+           0.55%            0.54%            0.46%
Ratio of operating expenses to average net assets including
  interest expense                                                      --(a)            --(a)          0.55%              --
Ratio of net investment income to average net assets                  4.67%+           4.76%            4.74%            4.57%
Portfolio turnover rate                                                  3%              17%              22%               6%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                               0.83%+           0.80%            0.75%            0.77%
Net investment income per share without waivers and/or
  expense reimbursements                                         $    0.16        $    0.47        $    0.47        $    0.46

                                                                   PERIOD
                                                                   ENDED
PRIMARY A SHARES                                                 11/30/92*
Operating performance:
Net asset value, beginning of period                           $   10.00
Net investment income                                               0.41
Net realized and unrealized gain/(loss) on investments              0.29
Net increase/(decrease) in net asset value from operations          0.70
Distributions:
Dividends from net investment income                               (0.41)
Distributions in excess of net investment income                      --
Distributions from net realized capital gains                         --
Total dividends and distributions                                  (0.41)
Net asset value, end of period                                 $   10.29
Total return++                                                      7.07%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                           $  20,584
Ratio of operating expenses to average net assets                   0.20%+
Ratio of operating expenses to average net assets including
  interest expense                                                    --
Ratio of net investment income to average net assets                5.25%+
Portfolio turnover rate                                               12%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                             0.77%+
Net investment income per share without waivers and/or
  expense reimbursements                                       $    0.37
</TABLE>

  * Nations Georgia Intermediate Municipal Bond Fund Primary A Shares commenced
    operations on March 1, 1992.
  + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
+++ Unaudited.
 # Amount represents less than $0.01 per share.
 (a) The effect of interest expense on the operating ratio was less than 0.01%.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.

NATIONS GEORGIA MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                                              PERIOD              YEAR
                                                                                               ENDED              ENDED
PRIMARY A SHARES                                                                            03/31/96(b)         11/30/95

<S>                                                                                      <C>                <C>
Operating performance:
Net asset value, beginning of period                                                        $    9.72          $    8.38
Net investment income                                                                            0.16               0.51
Net realized and unrealized gain/(loss) on investments                                          (0.24)              1.34
Net increase/(decrease) in net asset value from operations                                      (0.08)              1.85
Dividends from net investment income                                                            (0.16)             (0.51)
Total dividends and distributions                                                               (0.16)             (0.51)
Net asset value, end of period                                                              $    9.48          $    9.72
Total return++                                                                                  (0.84)%            22.48%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                        $   2,068          $   2,628
Ratio of operating expenses to average net assets                                                0.60%+(a)          0.40%(a)
Ratio of net investment income to average net assets                                             4.96%+             5.42%
Portfolio turnover rate                                                                             7%                26%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                 1.14%+             1.09%
Net investment income per share without waivers and/or expense reimbursements               $    0.14          $    0.44
                                                                                              PERIOD
                                                                                              ENDED
PRIMARY A SHARES                                                                            11/30/94*
Operating performance:
Net asset value, beginning of period                                                       $   10.02
Net investment income                                                                           0.46
Net realized and unrealized gain/(loss) on investments                                         (1.64)
Net increase/(decrease) in net asset value from operations                                     (1.18)
Dividends from net investment income                                                           (0.46)
Total dividends and distributions                                                              (0.46)
Net asset value, end of period                                                             $    8.38
Total return++                                                                                (12.07)%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                       $     232
Ratio of operating expenses to average net assets                                               0.21%+(a)
Ratio of net investment income to average net assets                                            5.60%+
Portfolio turnover rate                                                                           35%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                1.04%+
Net investment income per share without waivers and/or expense reimbursements              $    0.39
</TABLE>

  * Nations Georgia Municipal Bond Fund Primary A Shares commenced operations on
    January 13, 1994.
  + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 (a) The effect of interest expense on the operating ratio was less than 0.01%.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
30

<PAGE>
FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS MARYLAND INTERMEDIATE MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                         PERIOD           YEAR            YEAR            YEAR
                                                         ENDED            ENDED           ENDED           ENDED
PRIMARY A SHARES                                      03/31/96(b)       11/30/95        11/30/94        11/30/93
<S>                                                  <C>             <C>              <C>            <C>
Operating performance:
Net asset value, beginning of period                  $   10.95       $   10.00        $   11.09      $   10.72
Net investment income                                      0.17            0.51             0.50           0.52
Net realized and unrealized gain/(loss) on
  investments                                             (0.15)           0.98            (0.99)          0.44
Net increase/(decrease) in net asset value from
  operations                                               0.02            1.49            (0.49)          0.96
Distributions:
Dividends from net investment income                      (0.17)          (0.51)           (0.50)         (0.52)
Distributions from net realized capital gains                --           (0.03)           (0.10)         (0.07)
Distributions in excess of net realized capital
  gains                                                      --              --            (0.00)#           --
Total dividends and distributions                         (0.17)          (0.54)           (0.60)         (0.59)
Net asset value, end of period                        $   10.80       $   10.95        $   10.00      $   11.09
Total return++                                             0.16%          15.16%           (4.64)%         9.11%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                  $  61,337+      $  62,460        $  61,349      $  61,552
Ratio of operating expenses to average net assets          0.50%+(a)       0.55%(a)         0.53%(a)       0.49%
Ratio of net investment income to average net
  assets                                                   4.62%+          4.76%            4.73%          4.73%
Portfolio turnover rate                                       4%             11%              22%            26%
Ratio of operating expenses to average net assets
  without waivers and/or expense reimbursements            0.81%+          0.80%            0.73%          0.73%
Net investment income per share without waivers
  and/or expense reimbursements                       $    0.16       $    0.48        $    0.48      $    0.49

                                                          YEAR             YEAR            PERIOD
                                                          ENDED            ENDED            ENDED
PRIMARY A SHARES                                        11/30/92         11/30/91         11/30/90*
Operating performance:
Net asset value, beginning of period                  $   10.44        $   10.21        $   10.00
Net investment income                                      0.55             0.60             0.16
Net realized and unrealized gain/(loss) on
  investments                                              0.31             0.24             0.21
Net increase/(decrease) in net asset value from
  operations                                               0.86             0.84             0.37
Distributions:
Dividends from net investment income                      (0.55)           (0.60)           (0.16)
Distributions from net realized capital gains             (0.03)           (0.01)              --
Distributions in excess of net realized capital
  gains                                                      --               --               --
Total dividends and distributions                         (0.58)           (0.61)           (0.16)
Net asset value, end of period                        $   10.72        $   10.44        $   10.21
Total return++                                             8.41%+++         8.46%+++         3.72%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                  $  48,192        $  31,088        $  11,087
Ratio of operating expenses to average net assets          0.39%            0.20%            0.21%+
Ratio of net investment income to average net
  assets                                                   5.12%            5.76%            6.12%+
Portfolio turnover rate                                      38%              26%              49%
Ratio of operating expenses to average net assets
  without waivers and/or expense reimbursements            0.78%            0.71%            0.84%+
Net investment income per share without waivers
  and/or expense reimbursements                       $    0.51        $    0.55        $    0.13
</TABLE>

  * Nations Maryland Intermediate Municipal Bond Fund Primary A Shares commenced
    operations on September 1, 1990.
  + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
+++ Unaudited.
 # Amount represents less than $0.01 per share.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.

NATIONS MARYLAND MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                                              PERIOD              YEAR
                                                                                               ENDED              ENDED
PRIMARY A SHARES                                                                            03/31/96(b)         11/30/95
<S>                                                                                      <C>                <C>
Operating performance:
Net asset value, beginning of period                                                         $    9.63          $    8.37
Net investment income                                                                             0.15               0.48
Net realized and unrealized gain/(loss) on investments                                           (0.24)              1.26
Net increase/(decrease) in net asset value from operations                                       (0.09)              1.74
Dividends from net investment income                                                             (0.15)             (0.48)
Total dividends and distributions                                                                (0.15)             (0.48)
Net asset value, end of period                                                               $    9.39          $    9.63
Total return++                                                                                   (0.95)%            21.23%
Ratios to average net assets/supplemental data:
Net assets, end of year (in 000's)                                                           $   2,788          $   2,595
Ratio of operating expenses to average net assets                                                 0.60%+             0.40%
Ratio of net investment income to average net assets                                              4.72%+             5.14%
Portfolio turnover rate                                                                              7%                11%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                  1.23%+             1.26%
Net investment income per share without waivers and/or expense reimbursements                $    0.13          $    0.40


                                                                                               PERIOD
                                                                                               ENDED
PRIMARY A SHARES                                                                             11/30/94*
Operating performance:
Net asset value, beginning of period                                                        $    8.90
Net investment income                                                                            0.11
Net realized and unrealized gain/(loss) on investments                                          (0.53)
Net increase/(decrease) in net asset value from operations                                      (0.42)
Dividends from net investment income                                                            (0.11)
Total dividends and distributions                                                               (0.11)
Net asset value, end of period                                                              $    8.37
Total return++                                                                                  (4.89)%
Ratios to average net assets/supplemental data:
Net assets, end of year (in 000's)                                                          $      39
Ratio of operating expenses to average net assets                                                0.21%+(a)
Ratio of net investment income to average net assets                                             5.48%+
Portfolio turnover rate                                                                            39%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                 1.30%+
Net investment income per share without waivers and/or expense reimbursements               $    0.09
</TABLE>

  * Nations Maryland Municipal Bond Fund Primary A Shares commenced operations
    on September 20, 1994.
  + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
                                                                        31

<PAGE>
FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS NORTH CAROLINA INTERMEDIATE MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                               PERIOD             YEAR              YEAR
                                                                               ENDED             ENDED             ENDED
PRIMARY A SHARES                                                            03/31/96(b)         11/30/95          11/30/94
<S>                                                                       <C>               <C>               <C>
Operating performance:
Net asset value, beginning of period                                       $   10.51         $    9.53         $   10.46
Net investment income                                                           0.16              0.45              0.44
Net realized and unrealized gain/(loss) on investments                         (0.15)             0.99             (0.88)
Net increase/(decrease) in net asset value from operations                      0.01              1.44             (0.44)
Distributions:
Dividends from net investment income                                           (0.16)            (0.45)            (0.44)
Distributions in excess of net investment income                                  --             (0.00)#              --
Distributions from net realized capital gains                                     --             (0.01)            (0.05)
Total dividends and distributions                                              (0.16)            (0.46)            (0.49)
Net asset value, end of period                                             $   10.36         $   10.51         $    9.53
Total return++                                                                  0.05%            15.41%            (4.34)%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                       $  21,161         $  20,916         $  14,148
Ratio of operating expenses to average net assets                               0.50%+            0.57%(a)          0.55%(a)
Ratio of net investment income to average net assets                            4.47%+            4.47%             4.38%
Portfolio turnover rate                                                            3%               57%               37%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                        0.87%+            0.84%             0.82%
Net investment income per share without waivers and/or expense
  reimbursements                                                           $    0.15         $    0.43         $    0.42

                                                                              PERIOD
                                                                               ENDED
PRIMARY A SHARES                                                             11/30/93*
Operating performance:
Net asset value, beginning of period                                         $   10.00
Net investment income                                                             0.43
Net realized and unrealized gain/(loss) on investments                            0.46
Net increase/(decrease) in net asset value from operations                        0.89
Distributions:
Dividends from net investment income                                             (0.43)
Distributions in excess of net investment income                                    --
Distributions from net realized capital gains                                       --
Total dividends and distributions                                                (0.43)
Net asset value, end of period                                               $   10.46
Total return++                                                                    9.03%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                         $  11,814
Ratio of operating expenses to average net assets                                 0.42%+
Ratio of net investment income to average net assets                              4.23%+
Portfolio turnover rate                                                             29%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                          0.85%+
Net investment income per share without waivers and/or expense
  reimbursements                                                             $    0.39
</TABLE>

  * Nations North Carolina Intermediate Municipal Bond Fund Primary A Shares
    commenced operations on December 11, 1992.
  + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 # Amount represents less than $0.01 per share.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
NATIONS NORTH CAROLINA MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                                              PERIOD              YEAR
                                                                                               ENDED              ENDED
PRIMARY A SHARES                                                                            03/31/96(b)         11/30/95
<S>                                                                                      <C>                <C>
Operating performance:
Net asset value, beginning of period                                                         $    9.73          $    8.36
Net investment income                                                                             0.16               0.50
Net realized and unrealized gain/(loss) on investments                                           (0.24)              1.37
Net increase/(decrease) in net asset value from operations                                       (0.08)              1.87
Dividends from net investment income                                                             (0.16)             (0.50)
Total dividends and distributions                                                                (0.16)             (0.50)
Net asset value, end of period                                                               $    9.49          $    9.73
Total return++                                                                                   (0.87)%            22.87%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                         $   1,593          $   1,293
Ratio of operating expenses to average net assets                                                 0.60%+             0.38%(a)
Ratio of net investment income to average net assets                                              4.86%+             5.43%
Portfolio turnover rate                                                                             22%                40%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                  0.99%+             0.96%
Net investment income per share without waivers and/or expense reimbursements                $    0.15          $    0.45

                                                                                              PERIOD
                                                                                               ENDED
PRIMARY A SHARES                                                                             11/30/94*
Operating performance:
Net asset value, beginning of period                                                        $   10.06
Net investment income                                                                            0.45
Net realized and unrealized gain/(loss) on investments                                          (1.70)
Net increase/(decrease) in net asset value from operations                                      (1.25)
Dividends from net investment income                                                            (0.45)
Total dividends and distributions                                                               (0.45)
Net asset value, end of period                                                              $    8.36
Total return++                                                                                 (12.65)%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                        $     531
Ratio of operating expenses to average net assets                                                0.21%+(a)
Ratio of net investment income to average net assets                                             5.53%+
Portfolio turnover rate                                                                            29%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                 0.92%+
Net investment income per share without waivers and/or expense reimbursements               $    0.40
</TABLE>

  * Nations North Carolina Municipal Bond Fund Primary A Shares commenced
    operations on January 11, 1994.
  + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
32

<PAGE>
FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS SOUTH CAROLINA INTERMEDIATE MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                PERIOD             YEAR              YEAR              YEAR
                                                                ENDED             ENDED             ENDED             ENDED
PRIMARY A SHARES                                             03/31/96(b)         11/30/95          11/30/94          11/30/93
<S>                                                        <C>               <C>               <C>               <C>
Operating performance:
Net asset value, beginning of period                        $   10.69         $    9.76         $   10.61          $   10.18
Net investment income                                            0.17              0.51              0.50               0.50
Net realized and unrealized gain/(loss) on investments          (0.17)             0.93             (0.84)              0.43
Net increase/(decrease) in net asset value from
  operations                                                     0.00              1.44             (0.34)              0.93
Distributions:
Dividends from net investment income                            (0.17)            (0.51)            (0.50)             (0.50)
Distributions in excess of net investment income                   --                --             (0.00)#               --
Distributions from net realized capital gains                      --                --             (0.01)                --
Total dividends and distributions                               (0.17)            (0.51)            (0.51)             (0.50)
Net asset value, end of period                              $   10.52         $   10.69         $    9.76          $   10.61
Total return++                                                   0.00%##          15.02%            (3.37)%             9.32     %
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                       $   41,817        $   45,255        $   49,030        $    56,995
Ratio of operating expenses to average net assets                0.50%+(a)         0.55%(a)          0.54%(a)           0.45     %
Ratio of net investment income to average net assets             4.81%+            4.92%             4.82%              4.68     %
Portfolio turnover rate                                             6%               11%               30%                11     %
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                          0.82%+            0.75%             0.75%              0.75     %
Net investment income per share without waivers and/or
  expense reimbursements                                   $     0.16        $     0.49        $     0.48        $      0.47

                                                                PERIOD
                                                                ENDED
PRIMARY A SHARES                                              11/30/92*
Operating performance:
Net asset value, beginning of period                        $   10.00
Net investment income                                            0.47
Net realized and unrealized gain/(loss) on investments           0.18
Net increase/(decrease) in net asset value from
  operations                                                     0.65
Distributions:
Dividends from net investment income                            (0.47)
Distributions in excess of net investment income                   --
Distributions from net realized capital gains                      --
Total dividends and distributions                               (0.47)
Net asset value, end of period                              $   10.18
Total return++                                                   6.62%+++
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                       $   39,535
Ratio of operating expenses to average net assets                0.20%+
Ratio of net investment income to average net assets             4.11%+
Portfolio turnover rate                                             7%
Ratio of operating expenses to average net assets without
  waivers and/or expense reimbursements                          0.74%+
Net investment income per share without waivers and/or
  expense reimbursements                                   $     0.42
</TABLE>

  * Nations South Carolina Intermediate Municipal Bond Fund Primary A Shares
    commenced operations on January 6, 1992.
  + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 +++ Unaudited.
 # Amount represents less than $0.01 per share.
## Amount represents less than 0.01%.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
NATIONS SOUTH CAROLINA MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                                           PERIOD             YEAR
                                                                                           ENDED              ENDED
PRIMARY A SHARES                                                                        03/31/96(b)         11/30/95
<S>                                                                                   <C>               <C>
Operating performance:
Net asset value, beginning of period                                                   $    9.99            $    8.65
Net investment income                                                                       0.17                 0.52
Net realized and unrealized gain/(loss) on investments                                     (0.22)                1.34
Net increase/(decrease) in net asset value from operations                                 (0.05)                1.86
Dividends from net investment income                                                       (0.17)               (0.52)
Total dividends and distributions                                                          (0.17)               (0.52)
Net asset value, end of period                                                         $    9.77            $    9.99
Total return++                                                                             (0.57)%              21.99%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                  $    2,058        $       1,782
Ratio of operating expenses to average net assets                                           0.60%+(a)            0.40%(a)
Ratio of net investment income to average net assets                                        4.96%+               5.44%
Portfolio turnover rate                                                                       20%                  13%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                            1.13%+               1.08%
Net investment income per share without waivers and/or expense reimbursements         $     0.15        $        0.46

                                                                                           PERIOD
                                                                                           ENDED
PRIMARY A SHARES                                                                         11/30/94*
Operating performance:
Net asset value, beginning of period                                                   $   10.02
Net investment income                                                                       0.48
Net realized and unrealized gain/(loss) on investments                                     (1.37)
Net increase/(decrease) in net asset value from operations                                 (0.89)
Dividends from net investment income                                                       (0.48)
Total dividends and distributions                                                          (0.48)
Net asset value, end of period                                                         $    8.65
Total return++                                                                             (9.12      )%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                  $      400
Ratio of operating expenses to average net assets                                           0.21%+(a)
Ratio of net investment income to average net assets                                        5.48%+
Portfolio turnover rate                                                                       14%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                            1.12%+
Net investment income per share without waivers and/or expense reimbursements         $     0.41
</TABLE>

 * Nations South Carolina Municipal Bond Fund Primary A Shares commenced
   operations on December 27, 1993.
 + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
(b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
    November 30.
                                                                        33

<PAGE>

FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS TENNESSEE INTERMEDIATE MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                               PERIOD              YEAR               YEAR
                                                                                ENDED              ENDED              ENDED
PRIMARY A SHARES                                                             03/31/96(b)         11/30/95           11/30/94
<S>                                                                       <C>                <C>                <C>
Operating performance:
Net asset value, beginning of period                                          $   10.23          $    9.30          $   10.18
Net investment income                                                              0.15               0.46               0.45
Net realized and unrealized gain/(loss) on investments                            (0.14)              0.93              (0.87)
Net increase/(decrease) in net asset value from operations                         0.01               1.39              (0.42)
Distributions:
Dividends from net investment income                                              (0.15)             (0.46)             (0.45)
Distributions in excess of net investment income                                     --                 --              (0.00)#
Distributions from net realized capital gains                                        --                 --              (0.01)
Total dividends and distributions                                                 (0.15)             (0.46)             (0.46)
Net asset value, end of period                                                $   10.09          $   10.23          $    9.30
Total return++                                                                     0.12%             15.22%             (4.24)%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                      $       8,408      $       7,160      $       4,116
Ratio of operating expenses to average net assets                                  0.50%+             0.57%              0.52%
Ratio of operating expenses to average net assets including interest
  expense                                                                            --                 --    (a)          0.53%
Ratio of net investment income to average net assets                               4.51%+             4.65%              4.56%
Portfolio turnover rate                                                               3%                34%                41%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                           1.02%+             0.92%              0.89%
Net investment income per share without waivers and/or expense
  reimbursements                                                          $        0.13      $        0.43      $        0.41

                                                                               PERIOD
                                                                                ENDED
PRIMARY A SHARES                                                              11/30/93*
Operating performance:
Net asset value, beginning of period                                          $   10.06
Net investment income                                                              0.29
Net realized and unrealized gain/(loss) on investments                             0.12
Net increase/(decrease) in net asset value from operations                         0.41
Distributions:
Dividends from net investment income                                              (0.29)
Distributions in excess of net investment income                                     --
Distributions from net realized capital gains                                        --
Total dividends and distributions                                                 (0.29)
Net asset value, end of period                                                $   10.18
Total return++                                                                     4.09%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                      $       2,123
Ratio of operating expenses to average net assets                                  0.27%+
Ratio of operating expenses to average net assets including interest
  expense                                                                            --
Ratio of net investment income to average net assets                               4.31%+
Portfolio turnover rate                                                              16%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                           0.94%+
Net investment income per share without waivers and/or expense
  reimbursements                                                          $        0.24
</TABLE>

 * Nations Tennessee Intermediate Municipal Bond Fund Primary A Shares commenced
   operations on April 13, 1993.
 + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 # Amount represents less than $0.01 per share.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
(b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
    November 30.
NATIONS TENNESSEE MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                                              PERIOD              YEAR
                                                                                               ENDED              ENDED
PRIMARY A SHARES                                                                            03/31/96(b)         11/30/95
<S>                                                                                      <C>                <C>
Operating performance:
Net asset value, beginning of period                                                         $    9.87          $    8.58
Net investment income                                                                             0.16               0.52
Net realized and unrealized gain/(loss) on investments                                           (0.19)              1.29
Net increase/(decrease) in net asset value from operations                                       (0.03)              1.81
Dividends from net investment income                                                             (0.16)             (0.52)
Total dividends and distributions                                                                (0.16)             (0.52)
Net asset value, end of period                                                               $    9.68          $    9.87
Total return++                                                                                   (0.30)%            21.52%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                     $         975      $         768
Ratio of operating expenses to average net assets                                                 0.60%+             0.40%(a)
Ratio of operating expenses to average net assets including interest expense                      0.61%+               --
Ratio of net investment income to average net assets                                              4.92%+             5.49%
Portfolio turnover rate                                                                              2%                45%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                  1.47%+             1.27%
Net investment income per share without waivers and/or expense reimbursements            $        0.13      $        0.44
                                                                                              PERIOD
                                                                                               ENDED
PRIMARY A SHARES                                                                             11/30/94*
Operating performance:
Net asset value, beginning of period                                                       $    9.59
Net investment income                                                                           0.39
Net realized and unrealized gain/(loss) on investments                                         (1.01)
Net increase/(decrease) in net asset value from operations                                     (0.62)
Dividends from net investment income                                                           (0.39)
Total dividends and distributions                                                              (0.39)
Net asset value, end of period                                                             $    8.58
Total return++                                                                                 (6.66      )%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                     $       311
Ratio of operating expenses to average net assets                                               0.21%+(a)
Ratio of operating expenses to average net assets including interest expense                      --
Ratio of net investment income to average net assets                                            5.56%+
Portfolio turnover rate                                                                           38%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                1.20%+
Net investment income per share without waivers and/or expense reimbursements            $      0.32
</TABLE>

 * Nations Tennessee Municipal Bond Fund Primary A Shares commenced operations
   on March 2, 1994.
 + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
(b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
    November 30.
34

<PAGE>

FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS TEXAS INTERMEDIATE MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                               PERIOD             YEAR              YEAR
                                                                               ENDED             ENDED             ENDED
PRIMARY A SHARES                                                            03/31/96(b)         11/30/95          11/30/94
<S>                                                                       <C>               <C>               <C>
Operating performance:
Net asset value, beginning of period                                        $   10.36        $    9.53         $   10.35
Net investment income                                                            0.16             0.46              0.44
Net realized and unrealized gain/(loss) on investments                          (0.15)            0.83             (0.79)
Net increase/(decrease) in net asset value from operations                       0.01             1.29             (0.35)
Distributions:
Dividends from net investment income                                            (0.16)           (0.46)            (0.44)
Distributions in excess of net investment income                                   --               --             (0.00)#
Distributions from net realized capital gains                                      --               --             (0.03)
Total dividends and distributions                                               (0.16)           (0.46)            (0.47)
Net asset value, end of period                                              $   10.21        $   10.36         $    9.53
Total return++                                                                   0.05%           13.83%            (3.48)%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                      $    27,176       $   26,382        $   24,066
Ratio of operating expenses to average net assets                                0.50%+           0.57%(a)          0.55%(a)
Ratio of net investment income to average net assets                             4.52%+           4.62%             4.40%
Portfolio turnover rate                                                            11%              64%               61%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                         0.89%            0.83%             0.78%
Net investment income per share without waivers and/or expense
  reimbursements                                                          $      0.15       $     0.44        $     0.42

                                                                              PERIOD
                                                                               ENDED
PRIMARY A SHARES                                                             11/30/93*
Operating performance:
Net asset value, beginning of period                                         $   10.00
Net investment income                                                             0.41
Net realized and unrealized gain/(loss) on investments                            0.35
Net increase/(decrease) in net asset value from operations                        0.76
Distributions:
Dividends from net investment income                                             (0.41)
Distributions in excess of net investment income                                    --
Distributions from net realized capital gains                                       --
Total dividends and distributions                                                (0.41)
Net asset value, end of period                                               $   10.35
Total return++                                                                    7.72%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                      $     31,875
Ratio of operating expenses to average net assets                                 0.44%+
Ratio of net investment income to average net assets                              4.43%+
Portfolio turnover rate                                                             63%
Ratio of operating expenses to average net assets without waivers and/or
  expense reimbursements                                                          0.82%+
Net investment income per share without waivers and/or expense
  reimbursements                                                          $       0.38
</TABLE>

 * Nations Texas Intermediate Municipal Bond Fund Primary A Shares commenced
   operations on January 12, 1993.
 + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 # Amount represents less than $0.01 per share.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
(b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
    November 30.

NATIONS TEXAS MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                                              PERIOD              YEAR
                                                                                               ENDED              ENDED
PRIMARY A SHARES                                                                            03/31/96(b)         11/30/95
<S>                                                                                      <C>                <C>
Operating performance:
Net asset value, beginning of period                                                         $    9.70          $    8.39
Net investment income                                                                             0.16               0.50
Net realized and unrealized gain/(loss) on investments                                           (0.21)              1.31
Net increase/(decrease) in net asset value from operations                                       (0.05)              1.81
Dividends from net investment income                                                             (0.16)             (0.50)
Total dividends and distributions                                                                (0.16)             (0.50)
Net asset value, end of period                                                               $    9.49          $    9.70
Total return++                                                                                   (0.55)%            22.09%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                     $       5,138      $       4,613
Ratio of operating expenses to average net assets                                                 0.60%+             0.39%(a)
Ratio of net investment income to average net assets                                              4.92%+             5.45%
Portfolio turnover rate                                                                              6%                50%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                  1.11%+             1.05%
Net investment income per share without waivers and/or expense reimbursements            $        0.14      $        0.44

                                                                                              PERIOD
                                                                                               ENDED
PRIMARY A SHARES                                                                             11/30/94*
Operating performance:
Net asset value, beginning of period                                                       $   10.01
Net investment income                                                                           0.42
Net realized and unrealized gain/(loss) on investments                                         (1.62)
Net increase/(decrease) in net asset value from operations                                     (1.20)
Dividends from net investment income                                                           (0.42)
Total dividends and distributions                                                              (0.42)
Net asset value, end of period                                                             $    8.39
Total return++                                                                                (12.21      )%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                     $     2,285
Ratio of operating expenses to average net assets                                               0.22%+(a)
Ratio of net investment income to average net assets                                            5.52%+
Portfolio turnover rate                                                                          107%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                1.06%+
Net investment income per share without waivers and/or expense reimbursements            $      0.35
</TABLE>

 * Nations Texas Municipal Bond Fund Primary A Shares commenced operations on
   February 3, 1994.
 + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
(b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
    November 30.
                                                                        35

<PAGE>
FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                 PERIOD           YEAR            YEAR            YEAR            YEAR            YEAR
                                 ENDED           ENDED           ENDED           ENDED           ENDED           ENDED
PRIMARY A SHARES              03/31/96(b)       11/30/95        11/30/94        11/30/93        11/30/92        11/30/91
<S>                          <C>             <C>             <C>             <C>             <C>             <C>
Operating performance:
Net asset value, beginning
  of period                   $   10.83       $    9.94       $    10.99       $    10.59     $   10.34       $   10.14
Net investment income              0.17            0.51             0.50             0.48          0.54            0.58
Net realized and unrealized
  gain/(loss) on
  investments                     (0.14)           0.89            (0.96)            0.42          0.29            0.21
Net increase/(decrease) in
  net asset value from
  operations                       0.03            1.40            (0.46)            0.90          0.83            0.79
Distributions:
Dividends from net
  investment income               (0.17)          (0.51)           (0.50)           (0.48)        (0.54)          (0.58)
Distributions from net
  realized capital gains             --           (0.00)#          (0.09)           (0.02)        (0.04)          (0.01)
Distributions in excess of
  net realized capital
  gains                              --              --            (0.00)#             --            --              --
Total dividends and
  distributions                   (0.17)          (0.51)           (0.59)           (0.50)        (0.58)          (0.59)
Net asset value, end of
  period                      $   10.69           10.83       $     9.94       $    10.99     $   10.59       $   10.34
Total return++                     0.27%          14.39%           (4.35)%           9.08%         8.28%+++        8.04%+++
Ratios to average net
  assets/supplemental data:
Net assets, end of period
  (in 000's)                  $ 155,464       $ 157,252       $  167,405       $  193,084     $ 157,773       $ 119,757
Ratio of operating expenses
  to average net assets            0.50%+(a)       0.56%(a)         0.61%(a)         0.57%        0.56%            0.45%
Ratio of net investment
  income to average net
  assets                           4.72%+          4.87%            4.76%            4.80%        5.17%            5.67%
Portfolio turnover rate               2%             22%              14%              26%          13%              24%
Ratio of operating expenses
  to average net assets
  without waivers and/or
  expense reimbursements           0.76%+          0.74%            0.73%            0.69%        0.68%            0.73%
Net investment income per
  share without waivers
  and/or expense
  reimbursements              $    0.16       $    0.49       $     0.49       $     0.47     $    0.53       $    0.55

                                  YEAR            PERIOD
                                  ENDED            ENDED
PRIMARY A SHARES                11/30/90         11/30/89*
Operating performance:
Net asset value, beginning
  of period                   $   10.08        $   10.00
Net investment income              0.61             0.12
Net realized and unrealized
  gain/(loss) on
  investments                      0.11             0.03
Net increase/(decrease) in
  net asset value from
  operations                       0.72             0.15
Distributions:
Dividends from net
  investment income               (0.66)           (0.07)
Distributions from net
  realized capital gains             --               --
Distributions in excess of
  net realized capital
  gains                              --               --
Total dividends and
  distributions                   (0.66)           (0.07)
Net asset value, end of
  period                      $   10.14        $   10.08
Total return++                     7.41%+++         1.46%+++
Ratios to average net
  assets/supplemental data:
Net assets, end of period
  (in 000's)                  $  75,962        $  46,560
Ratio of operating expenses
  to average net assets            0.26%            0.16%+
Ratio of net investment
  income to average net
  assets                           6.09%            6.09%+
Portfolio turnover rate              19%              12%
Ratio of operating expenses
  to average net assets
  without waivers and/or
  expense reimbursements           0.80%            0.81%+
Net investment income per
  share without waivers
  and/or expense
  reimbursements              $    0.55        $    0.08
</TABLE>

  * Nations Virginia Intermediate Municipal Bond Fund Primary A Shares commenced
    operations on September 20, 1989.
  + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
+++ Unaudited.
 # Amount represents less than $0.01 per share.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
 (b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
     November 30.
36

<PAGE>
FOR A PRIMARY A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
NATIONS VIRGINIA MUNICIPAL BOND FUND
<TABLE>
<CAPTION>
                                                                                              PERIOD              YEAR
                                                                                               ENDED              ENDED
PRIMARY A SHARES                                                                            03/31/96(b)         11/30/95
<S>                                                                                      <C>                <C>
Operating performance:
Net asset value, beginning of period                                                         $    9.62          $    8.29
Net investment income                                                                             0.16               0.51
Net realized and unrealized gain/(loss) on investments                                           (0.24)              1.33
Net increase/(decrease) in net asset value from operations                                       (0.08)              1.84
Dividends from net investment income                                                             (0.16)             (0.51)
Total dividends and distributions                                                                (0.16)             (0.51)
Net asset value, end of period                                                               $    9.38          $    9.62
Total return++                                                                                   (0.84)%            22.63%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                     $       3,296      $       3,527
Ratio of operating expenses to average net assets                                                 0.60%+             0.39%(a)
Ratio of operating expenses to average net assets including interest expense                      0.61%+               --
Ratio of net investment income to average net assets                                              5.06%+             5.51%
Portfolio turnover rate                                                                              8%                16%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                                  1.07%+             1.04%
Net investment income per share without waivers and/or expense reimbursements            $        0.14      $        0.46

                                                                                              PERIOD
                                                                                              ENDED
PRIMARY A SHARES                                                                            11/30/94*
Operating performance:
Net asset value, beginning of period                                                      $   10.00
Net investment income                                                                          0.45
Net realized and unrealized gain/(loss) on investments                                        (1.71)
Net increase/(decrease) in net asset value from operations                                    (1.26)
Dividends from net investment income                                                          (0.45)
Total dividends and distributions                                                             (0.45)
Net asset value, end of period                                                            $    8.29
Total return++                                                                               (12.86      )%
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)                                                     $      432
Ratio of operating expenses to average net assets                                              0.21%+(a)
Ratio of operating expenses to average net assets including interest expense                     --
Ratio of net investment income to average net assets                                           5.52%+
Portfolio turnover rate                                                                          61%
Ratio of operating expenses to average net assets without waivers and/or expense
  reimbursements                                                                               0.99%+
Net investment income per share without waivers and/or expense reimbursements            $     0.38
</TABLE>

 * Nations Virginia Municipal Bond Fund Primary A Shares commenced operations on
   January 11, 1994.
 + Annualized.
 ++ Total return represents aggregate total return for the period indicated and
    does not reflect the deduction of any applicable sales charges.
 (a) The effect of interest expense on the operating expense ratio was less than
     0.01%.
(b) Fiscal year end changed to March 31. Prior to this, the fiscal year end was
    November 30.


   Objectives

MONEY MARKET FUNDS:

Each Money Market Fund endeavors to achieve its investment objective by
investing in a diversified portfolio of high quality money market instruments
with maturities of 397 days or less from the date of purchase. Securities
subject to repurchase agreements may bear longer maturities.

NATIONS PRIME FUND: Nations Prime Fund's investment objective is to seek the
maximization of current income to the extent consistent with the preservation of
capital and the maintenance of liquidity.

NATIONS TREASURY FUND: Nations Treasury Fund's investment objective is the
maximization of current income to the extent consistent with the preservation of
capital and the maintenance of liquidity.

NATIONS GOVERNMENT MONEY MARKET FUND: Nations Government Money Market Fund's
investment objective is to seek as high a level of current income as is
consistent with liquidity and stability of principal.

NATIONS TAX EXEMPT FUND: Nations Tax Exempt Fund's investment objective is to
seek as high a level of current interest income exempt from Federal income taxes
as is consistent with liquidity and stability of principal.

EQUITY FUNDS:

NATIONS VALUE FUND: Nations Value Fund's investment objective is to seek growth
of capital by investing in companies that are believed to be undervalued.

NATIONS EQUITY INCOME FUND: Nations Equity Income Fund's investment objective is
to seek current income and growth of capital by investing primarily in companies
with above average dividend yields.

NATIONS INTERNATIONAL EQUITY FUND: Nations International Equity Fund's
investment objective is to seek long-term capital growth by investing primarily
in equity securities of non-United States companies in Europe, Australia, the
Far East and other regions, including developing countries.

NATIONS EMERGING MARKETS FUND: Nations Emerging Markets Fund's investment
objective is to seek long-term capital growth by investing primarily in equity
securities of companies in emerging market countries, such as those in Latin
America, Eastern Europe, the Pacific Basin, the Far East, Africa and India.

NATIONS PACIFIC GROWTH FUND: Nations Pacific Growth Fund's investment objective
is to seek long-term capital growth by investing primarily in equity securities
                                                                        37

<PAGE>

of companies in the Pacific Basin and the Far East (excluding Japan).

NATIONS CAPITAL GROWTH FUND: Nations Capital Growth Fund's investment objective
is to seek growth of capital by investing in companies that are believed to have
superior earnings growth potential.

NATIONS EMERGING GROWTH FUND: Nations Emerging Growth Fund's investment
objective is to seek capital appreciation by investing in emerging growth
companies that are believed to have superior long-term earnings growth
prospects.

NATIONS DISCIPLINED EQUITY FUND: Nations Disciplined Equity Fund's investment
objective is to seek growth of capital by investing in companies that are
expected to produce significant increases in earnings per share.

NATIONS EQUITY INDEX FUND: Nations Equity Index Fund's investment objective is
to seek investment results that correspond, before fees and expenses, to the
total return of the Standard & Poor's 500 Composite Stock Price Index (the "S&P
500 Index" or the "Index").(1)

BALANCED FUND:

NATIONS BALANCED ASSETS FUND: Nations Balanced Assets Fund's investment
objective is to seek total return by investing in equity and fixed income
securities.

BOND FUNDS:

NATIONS SHORT-INTERMEDIATE GOVERNMENT FUND: Nations Short-Intermediate
Government Fund's investment objective is to seek high current income consistent
with modest fluctuation of principal. The Fund invests primarily in securities
issued or guaranteed by the U.S. Government, its agencies or instrumentalities.

NATIONS GOVERNMENT SECURITIES FUND: Nations Government Securities Fund's
investment objective is to seek high current income consistent with moderate
fluctuation of principal. The Fund invests primarily in intermediate-term
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

NATIONS SHORT-TERM INCOME FUND: Nations Short-Term Income Fund's investment
objective is to seek high current income consistent with minimal fluctuation of
principal. The Fund invests in investment grade debt securities.

(1) "Standard & Poor's 500" is a registered service mark of Standard & Poor's
    Corporation ("S&P").

NATIONS DIVERSIFIED INCOME FUND: Nations Diversified Income Fund's investment
objective is to seek total return with an emphasis on current income by
investing in a diversified portfolio of fixed income securities.

NATIONS STRATEGIC FIXED INCOME FUND: Nations Strategic Fixed Income Fund's
investment objective is to seek total return by investing in investment grade
fixed income securities.

NATIONS GLOBAL GOVERNMENT INCOME FUND: Nations Global Government Income Fund's
investment objective is to seek total return by investing primarily in high
quality debt securities issued by governments, banks and supranational entities
located throughout the world.

NATIONS MUNICIPAL INCOME FUND: The investment objective of Nations Municipal
Income Fund is to seek high current income exempt from Federal income tax with
the potential for principal fluctuation associated with investments in long-term
municipal securities. The Fund invests in investment grade, long-term municipal
securities.

NATIONS SHORT-TERM MUNICIPAL INCOME FUND: The investment objective of Nations
Short-Term Municipal Income Fund is to seek high current income exempt from
Federal income tax consistent with minimal fluctuation of principal. The Fund
invests in investment grade, short-term municipal securities.

NATIONS INTERMEDIATE MUNICIPAL BOND FUND: Nations Intermediate Municipal Bond
Fund's investment objective is to seek high current income exempt from Federal
income tax consistent with moderate fluctuation of principal. The Fund invests
in investment grade, intermediate-term municipal securities.

NATIONS FLORIDA INTERMEDIATE MUNICIPAL BOND FUND: Nations Florida Intermediate
Municipal Bond Fund's investment objective is to seek high current income exempt
from Federal income and the Florida state intangibles taxes consistent with
moderate fluctuation of principal. The Fund invests in investment grade,
intermediate-term municipal securities.

NATIONS FLORIDA MUNICIPAL BOND FUND: Nations Florida Municipal Bond Fund's
investment objective is to seek high current income exempt from Federal income
and the Florida state intangibles taxes with the potential for principal
fluctuation associated with investments in long-term municipal securities. The
Fund invests in investment grade, long-term municipal securities.

NATIONS GEORGIA INTERMEDIATE MUNICIPAL BOND FUND: Nations Georgia Intermediate
Municipal Bond

38

<PAGE>

Fund's investment objective is to seek high current income exempt from Federal
and Georgia state income taxes consistent with moderate fluctuation of
principal. The Fund invests in investment grade, intermediate-term municipal
securities.

NATIONS GEORGIA MUNICIPAL BOND FUND: Nations Georgia Municipal Bond Fund's
investment objective is to seek high current income exempt from Federal and
Georgia state income taxes with the potential for principal fluctuation
associated with investments in long-term municipal securities. The Fund invests
in investment grade, long-term municipal securities.

NATIONS MARYLAND INTERMEDIATE MUNICIPAL BOND FUND: Nations Maryland Intermediate
Municipal Bond Fund's investment objective is to seek high current income exempt
from Federal and Maryland state income taxes consistent with moderate
fluctuation of principal. The Fund invests in investment grade, intermediate-
term municipal securities.

NATIONS MARYLAND MUNICIPAL BOND FUND: Nations Maryland Municipal Bond Fund's
investment objective is to seek high current income exempt from Federal and
Maryland state income taxes with the potential for principal fluctuation
associated with investments in long-term municipal securities. The Fund invests
in investment grade, long-term municipal securities.

NATIONS NORTH CAROLINA INTERMEDIATE MUNICIPAL BOND FUND: Nations North Carolina
Intermediate Municipal Bond Fund's investment objective is to seek high current
income exempt from Federal and North Carolina state income taxes consistent with
moderate fluctuation of principal. The Fund invests in investment grade,
intermediate-term municipal securities.

NATIONS NORTH CAROLINA MUNICIPAL BOND FUND: Nations North Carolina Municipal
Bond Fund's investment objective is to seek high current income exempt from
Federal and North Carolina state income taxes with the potential for principal
fluctuation associated with investments in long-term municipal securities. The
Fund invests in investment grade, long-term municipal securities.

NATIONS SOUTH CAROLINA INTERMEDIATE MUNICIPAL BOND FUND: Nations South Carolina
Intermediate Municipal Bond Fund's investment objective is to seek high current
income exempt from Federal and South Carolina state income taxes consistent with
moderate fluctuation of principal. The Fund invests in investment grade,
intermediate-term municipal securities.

NATIONS SOUTH CAROLINA MUNICIPAL BOND FUND: Nations South Carolina Municipal
Bond Fund's investment objective is to seek high current income exempt from
Federal and South Carolina state income taxes with the potential for principal
fluctuation associated with investments in long-term municipal securities. The
Fund invests in investment grade, long-term municipal securities.

NATIONS TENNESSEE INTERMEDIATE MUNICIPAL BOND FUND: Nations Tennessee
Intermediate Municipal Bond Fund's investment objective is to seek high current
income exempt from Federal income tax and the Tennessee Hall Income Tax on
unearned income consistent with moderate fluctuation of principal. The Fund
invests in investment grade, intermediate-term municipal securities.

NATIONS TENNESSEE MUNICIPAL BOND FUND: Nations Tennessee Municipal Bond Fund's
investment objective is to seek high current income exempt from Federal income
tax and the Tennessee Hall Income Tax on unearned income with the potential for
principal fluctuation associated with investments in long-term municipal
securities. The Fund invests in investment grade, long-term municipal
securities.

NATIONS TEXAS INTERMEDIATE MUNICIPAL BOND FUND: Nations Texas Intermediate
Municipal Bond Fund's investment objective is to seek high current income exempt
from Federal income tax consistent with moderate fluctuation of principal. The
Fund invests in investment grade, intermediate-term municipal securities.

NATIONS TEXAS MUNICIPAL BOND FUND: Nations Texas Municipal Bond Fund's
investment objective is to seek high current income exempt from Federal income
tax with the potential for principal fluctuation associated with investments in
long-term municipal securities. The Fund invests in investment grade, long-term
municipal securities.

NATIONS VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND: Nations Virginia Intermediate
Municipal Bond Fund's investment objective is to seek high current income exempt
from Federal and Virginia state income taxes consistent with moderate
fluctuation of principal. The Fund invests in investment grade, intermediate-
term municipal securities.

NATIONS VIRGINIA MUNICIPAL BOND FUND: Nations Virginia Municipal Bond Fund's
investment objective is to seek high current income exempt from Federal and
Virginia state income taxes with the potential for principal fluctuation
associated with investments in long-term municipal securities. The Fund invests
in investment grade, long-term municipal securities.

Nations Florida Intermediate Municipal Bond Fund, Nations Georgia Intermediate
Municipal Bond Fund, Nations Maryland Intermediate Municipal Bond Fund, Nations
North Carolina Intermediate Municipal Bond Fund, Nations South Carolina
Intermediate Municipal Bond Fund, Nations Tennessee Intermediate Municipal Bond
Fund, Nations Texas Intermediate Municipal Bond
                                                                        39

<PAGE>

Fund and Nations Virginia Intermediate Municipal Bond Fund are sometimes
collectively referred to as the "State Intermediate Municipal Bond Funds," and
Nations Florida Municipal Bond Fund, Nations Georgia Municipal Bond Fund,
Nations Maryland Municipal Bond Fund, Nations North Carolina Municipal Bond
Fund, Nations South Carolina Municipal Bond Fund, Nations Tennessee Municipal
Bond Fund, Nations Texas Municipal Bond Fund and Nations Virginia Municipal Bond
Fund are sometimes collectively referred to as the "State Municipal Bond Funds".

   How Objectives Are Pursued

MONEY MARKET FUNDS:

NATIONS PRIME FUND: In pursuing its investment objective, the Fund may invest in
U.S. Treasury bills, notes and bonds and other instruments issued directly by
the U.S. Government ("U.S. Treasury Obligations") and other obligations issued
or guaranteed as to payment of principal and interest by the U.S. Government,
its agencies or instrumentalities ("U.S. Government Obligations"), bank and
commercial instruments that may be available in the money markets, high quality
short-term taxable obligations issued by state and local governments, their
agencies and instrumentalities and repurchase agreements relating to U.S.
Government Obligations and qualified first tier money market collateral. The
Fund also may purchase securities issued by other investment companies,
consistent with the Fund's investment objective and policies, and may engage in
reverse repurchase agreements. The Fund also may invest in guaranteed investment
contracts and in instruments issued by certain trusts, partnerships or other
special purpose issuers, including pass-through certificates representing
participations in, or debt instruments backed by, the securities and other
assets owned by such issuers. In addition, the Fund may lend its portfolio
securities to qualified institutional investors. For more information concerning
these instruments, see "Appendix A."

NATIONS TREASURY FUND: In pursuing its investment objective, the Fund invests in
U.S. Treasury Obligations and repurchase agreements secured by such obligations.
The Fund also may purchase securities issued by other investment companies,
consistent with the Fund's investment objective and policies, and may engage in
reverse repurchase agreements. The Fund also may invest in obligations the
principal and interest of which are backed by the full faith and credit of the
United States Government, provided that such Fund shall, under normal market
conditions, invest at least 65% of its total assets in U.S. Treasury bills,
notes and bonds and other instruments issued directly by the U.S. Government and
repurchase agreements secured by such obligations. The Fund may lend its
portfolio securities to qualified institutional investors. For more information
concerning these instruments, see "Appendix A."

NATIONS GOVERNMENT MONEY MARKET FUND: In pursuing its investment objective, the
Fund invests in U.S. Government Obligations and repurchase agreements relating
to such obligations. The Fund also may purchase securities issued by other
investment companies, consistent with the Fund's investment objective and
policies, and may engage in reverse repurchase agreements. The Fund may lend its
portfolio securities to qualified institutional investors. For more information
concerning these instruments, see "Appendix A."

NATIONS TAX EXEMPT FUND: In pursuing its investment objective, the Fund invests
in a diversified portfolio of obligations issued by or on behalf of states,
territories, and possessions of the United States, the District of Columbia, and
their political subdivisions, agencies, instrumentalities and authorities, the
interest on which, in the opinion of counsel to the issuer or bond counsel, is
exempt from regular Federal income tax ("Municipal Securities"). The Fund will
not knowingly purchase securities the interest on which is subject to such tax.
A portion of the Fund's assets, however, may be invested in private activity
bonds, the interest on which may be treated as a specific tax preference item
under the Federal alternative minimum tax. See "How Dividends And Distributions
Are Made; Tax Information."

The Fund invests in Municipal Securities which are determined to present minimal
credit risks and which at the time of purchase are considered to be of "high
quality" -- E.G., rated "AA" or higher by Duff & Phelps Credit Rating Co.
("D&P"), Fitch Investors Service, Inc. ("Fitch"), Standard & Poor's Corporation
("S&P"), IBCA Limited or its affiliate IBCA Inc. (collectively "IBCA"), or
Thomson BankWatch, Inc. ("BankWatch"), or "Aa" or higher by Moody's Investors
Service, Inc. ("Moody's"), in the case of bonds; having a long-term rating of
"A" or higher from D&P, Fitch, S&P, IBCA, BankWatch or Moody's in the case of
certain bonds which are unrated securities (I.E., lacking a short-term rating
from the requisite number of nationally recognized statistical rating
organizations); rated "D-1" or higher by D&P, "F-1" or higher by Fitch, "SP-1"
by S&P, or "MIG-1" by Moody's in the case of notes; rated "D-1" or higher by
D&P, "F-1" or higher by Fitch, or "VMIG-1" by Moody's in the case of
variable-rate demand notes; or rated "D-1" or higher by D&P, "F-1" or higher by
Fitch, "A-1" or higher by S&P or "Prime-1" by Moody's in the case of tax-exempt
commercial paper. D&P, Fitch, S&P, Moody's, IBCA and BankWatch are the six
nationally recognized statistical rating
organiza-
40


<PAGE>

tions (collectively, "NRSROs"). Securities that are unrated at the time of
purchase will be determined to be of comparable quality by the Adviser pursuant
to guidelines approved by Nations Fund Trust's Board of Trustees. The applicable
Municipal Securities ratings are described in "Appendix B."

The payment of principal and interest on most securities purchased by the Fund
will depend upon the ability of the issuers to meet their obligations. The
District of Columbia, each state, each of their political subdivisions,
agencies, instrumentalities and authorities and each multi-state agency of which
a state is a member is a separate "issuer" as that term is used in this
Prospectus and the related SAI. The non-governmental user of facilities financed
by private activity bonds also is considered to be an "issuer." For more
information concerning Municipal Securities, see "Appendix A -- Municipal
Securities."

The Fund may hold uninvested cash reserves pending investment, during temporary
defensive periods, or if, in the opinion of the Adviser, desirable tax-exempt
obligations are unavailable. Uninvested cash reserves will not earn income. As a
matter of fundamental policy, under normal market conditions, at least 80% of
the Fund's net assets will be invested in Municipal Securities. Investments in
private activity bonds, the interest on which may be treated as a specific tax
preference item under the Federal alternative minimum tax, will not be treated
as Municipal Securities in determining whether the Fund is in compliance with
this 80% requirement. The Fund also may invest in securities issued by other
investment companies, consistent with the Fund's investment objective and
policies. The Fund also may invest in instruments issued by certain trusts,
partnerships or other special purpose issuers, including pass-through
certificates representing participations in, or debt instruments backed by, the
securities and other assets owned by such issuers. For more information
concerning the Fund's investments, see "Appendix A."

EQUITY FUNDS:

NATIONS VALUE FUND: The Fund invests in stocks drawn from a broad universe of
companies monitored by the Adviser. The Adviser closely monitors these
companies, rating them for quality and projecting their future earnings and
dividends as well as other factors. To qualify for purchase, an issuer would
normally have a market capitalization of $500 million or more and have an
average daily trading volume of at least $3 million. These requirements are
generally considered by the Adviser to be adequate to support normal purchase
and sale activity without materially affecting prevailing market prices of the
issuer's shares. The Adviser also analyzes key financial ratios that measure the
growth, profitability, and leverage of such issuers that it believes will help
maintain a portfolio of above-average quality.
Stocks are selected from this universe based on the Adviser's judgment of their
total return potential. The Adviser buys stocks that it believes are undervalued
relative to the overall stock market. The principal factor considered by the
Adviser in making these determinations is the ratio of a stock's price to
earnings relative to corresponding ratios of other stocks in the same industry
or economic sector. The Adviser believes that companies with lower
price-to-earnings ratios are more likely to provide better opportunities for
capital appreciation. This "value" approach generally produces a dividend yield
greater than the market average. The Adviser will attempt to temper risk by
broad diversification among economic sectors and industries. Through this
strategy, the Fund pursues above-average returns while seeking to avoid
above-average risks.

The Fund invests under normal market conditions at least 65% of its total assets
in common stocks. In addition to common stocks, the Fund also may invest in
preferred stocks, securities convertible into common stock and other types of
securities having common stock characteristics (such as rights and warrants to
purchase equity securities). Although the Fund invests primarily in
publicly-traded common stocks of companies incorporated in the United States,
the Fund may invest up to 20% of its assets in foreign securities. The Fund also
may hold up to 20% of its total assets in U.S. Government Obligations, and
investment grade securities of domestic companies. Obligations with the lowest
investment grade rating (E.G. rated "BBB" by S&P or "Baa" by Moody's) have
speculative characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than is the case with higher grade debt obligations.
Subsequent to its purchase by the Fund, an issue of securities may cease to be
rated or its rating may be reduced below the minimum rating required for
purchase by the Fund. The Adviser will consider such an event in determining
whether the Fund should continue to hold the obligation. Unrated obligations may
be acquired by the Fund if they are determined by the Adviser to be of
comparable quality at the time of purchase to rated obligations that may be
acquired.

The Fund may invest in various money market instruments and repurchase
agreements. The Fund may invest without limitation in such instruments pending
investment, to meet anticipated redemption requests, or as a temporary defensive
measure if market conditions warrant.

NATIONS EQUITY INCOME FUND: The investment program of the Fund is based on
several premises. First, dividends are normally a more stable and predictable
source of return than capital appreciation. While the price of a company's stock
generally increases or decreases in response to short-term earnings and market
                                                                        41

<PAGE>

fluctuations, its dividends are generally less volatile. Second, diversifying
equity holdings in a manner that includes every major economic sector
contributes to reduced volatility, without a commensurate reduction in expected
investment return. Finally, investing in dividend paying stocks in all the
economic sectors can provide greater income than the Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index") with less volatility.
Collectively, these traits may be combined in such a fashion as to produce
returns in excess of the market (S&P 500 Index) on a comparable risk basis.

New purchases for the Fund will generally be made in equity securities that:

(Bullet) are income producing;

(Bullet) appear undervalued relative to the S&P 500 Index on a risk adjusted
         basis; and

(Bullet) have favorable trends in personal stock ownership by the underlying
         company's officers and/or directors.

To achieve its objective, the Fund, under normal circumstances, will invest at
least 65% of its assets in income-producing common stocks, including securities
convertible into or ultimately exchangeable for common stock (I.E., convertible
bonds or convertible preferred stock), whose prospects for dividend growth and
capital appreciation are considered favorable by the Adviser. The securities
held by the Fund generally will be listed on a national exchange or, if not so
listed, will usually have an established over-the-counter market.

In order to further enhance its income, the Fund also may invest its assets in
fixed-income securities (corporate and government bonds of various maturities),
preferred stocks and warrants. The Fund may invest in debt securities that are
considered investment grade (E.G. securities rated in one of the top four
investment categories by S&P or Moody's, or if not rated, are of equivalent
investment quality as determined by the Adviser). Obligations rated in the
lowest of the top four investment grade rating categories (E.G., rated "BBB" by
S&P) have speculative characteristics and changes in economic conditions or
other circumstances are more likely to lead to a weakened capacity to make
principal and interest payments than is the case with higher grade debt
obligations. The Fund also may invest up to 5% of its assets in debt securities
that are rated below investment grade (E.G. rated "BB" by S&P) or if not rated,
are of equivalent investment quality as determined by the Adviser.
Non-investment-grade debt securities are sometimes referred to as "high yield
bonds" or "junk bonds," tend to have speculative characteristics, generally
involve more risk of principal and income than higher rated securities, and have
yields and market values that tend to fluctuate more than higher quality
securities. The Fund will invest in such high-yield debt securities only when
the Adviser believes that the issue presents minimal credit risk. For a
description of corporate debt ratings, see "Appendix B." Although the Fund
invests primarily in securities of U.S. issuers, the Fund may invest up to 20%
of its total assets in foreign securities. The Fund will treat foreign
securities as illiquid unless there is an active and substantial secondary
market for such securities.

The Fund also may invest in various money market instruments and repurchase
agreements. The Fund may invest without limitation in such instruments pending
investment, to meet anticipated redemption requests, or as a temporary defensive
measure if market conditions warrant.

NATIONS INTERNATIONAL EQUITY FUND: The Fund intends to diversify investments
broadly among countries and normally to invest in securities representing at
least three different countries. The Fund may invest in companies in the Far
East and Western Europe as well as Australia, Canada, and other areas (including
developing countries). Under unusual circumstances, however, the Fund may invest
substantially all of its assets in companies in one or two countries.

In seeking to achieve its objective, the Fund will invest at least 65% of its
assets in common stocks of established non-United States companies that the
Adviser believes have potential for growth of capital. The Fund may invest up to
35% of its assets in any other type of security including: convertible
securities; preferred stocks; bonds, notes and other debt securities (including
Eurodollar securities); and obligations of domestic or foreign governments and
their political subdivisions.

The Fund also may invest in American Depository Receipts ("ADRs"), Global
Depositary Receipts ("GDRs"), European Depository Receipts ("EDRs"), American
Depository Shares ("ADSs"), bonds, notes, other debt securities of foreign
issuers and securities of foreign investment funds or trusts and real estate
investment trust securities.

NATIONS EMERGING MARKETS FUND: In seeking to achieve its objective, the Fund
will invest under normal market conditions at least 65% of its total assets in
equity securities of companies in emerging markets.
The Fund considers countries with emerging markets to include the following: (i)
countries with an emerging stock market as defined by the International Finance
Corporation; (ii) countries with low- to middle-income economies according to
the International Bank For Reconstruction and Development (more commonly
referred to as the World Bank); and (iii) countries listed in World Bank
publications as developing. The Adviser seeks to identify and invest in those
emerging markets that have a relatively low gross national product per capita,
compared to the world's major economies, and which exhibit potential for rapid
economic growth. The Adviser believes that investment in equity securities of
emerging
42

<PAGE>

market issuers offers significant potential for long-term capital appreciation.

Emerging market countries include, but are not limited to: Argentina, Brazil,
Chile, China, the Czech Republic, Colombia, Ecuador, Greece, Hong Kong,
Indonesia, India, Malaysia, Mexico, the Philippines, Poland, Portugal, Peru,
Russia, Singapore, South Africa, Thailand, Taiwan and Turkey.

A company will be considered in a country, market or region if it conducts its
principal business activities in the country, market or region. A company will
be considered to conduct its principal business activities in a country, market
or region if it derives a significant portion (at least 50%) of its revenues or
profits from goods produced or sold, investments made, or services performed in
such country, market or region or has at least 50% of its assets situated in
such country, market or region.

Equity securities of emerging market issuers may include common stocks,
preferred stocks (including convertible preferred stocks) and warrants; bonds,
notes and debentures convertible into common or preferred stock; equity
interests in foreign investment funds or trusts and real estate investment trust
securities. The Fund may invest in ADRs, GDRs, EDRs, and ADSs of such issuers.

The Fund also may invest in other types of instruments, including debt
obligations. Debt obligations acquired by the Fund will be rated investment
grade at the time of purchase by Moody's or S&P or, if unrated, determined by
the Adviser to be comparable in quality to instruments so rated. Obligations
with the lowest investment grade rating (E.G., rated "Baa" by Moody's or "BBB"
by S&P) have speculative characteristics, and changes in economic conditions or
other circumstances are more likely to lead to a weakened capacity to make
principal and interest payments than is the case with higher grade debt
obligations. See "Appendix B" for a description of these ratings designations.

The Fund is a diversified fund that intends, under normal market conditions, to
invest in at least three different countries, although it may, from time to
time, invest all of its assets in a single country. If the Fund invests all or a
significant portion of its assets at any time in a single country, events
occurring in such country are more likely to affect the Fund's investments. For
additional information concerning risk, see "Special Risk Considerations
Relevant to an Investment in Nations International Equity Fund, Nations Emerging
Markets Fund, Nations Pacific Growth Fund and Nations Global Government Income
Fund," below. When allocating investments among individual countries, the
Adviser will consider various criteria, such as the relative economic growth
potential of the various economies and securities markets, expected levels of
inflation, government policies influencing business conditions and the outlook
for currency relationships.

For defensive purposes, the Fund may temporarily invest substantially all of its
assets in U.S. financial markets or in U.S. dollar-denominated instruments.

NATIONS PACIFIC GROWTH FUND: The Fund seeks to achieve its objective by
investing primarily in securities of issuers in the regions known as the Pacific
Basin and the Far East. An issuer will be considered in a region if it conducts
its principal business activities in the region. An issuer will be considered to
conduct its principal business activities in a region if it derives a
significant portion (at least 50%) of its revenues or profits from goods
produced or sold, investments made, or services performed in such region or has
at least 50% of its assets situated in such region. The Pacific Basin and Far
East include Australia, Hong Kong, India, Indonesia, South Korea, Malaysia, New
Zealand, Pakistan, the People's Republic of China, the Philippines, Singapore,
Sri Lanka, Taiwan and Thailand and may include other markets that develop in the
region. The Fund will not invest in securities of issuers in Japan.

The Fund will focus on equity securities, but may also invest in debt
obligations. Such equity securities may include common stocks, preferred stocks
(including convertible preferred stocks) and warrants; bonds, notes and
debentures convertible into common or preferred stock; equity interests in
foreign investment funds or trusts and real estate investment trust securities.
Debt obligations acquired by the Fund will be rated investment grade at the time
of purchase by Moody's or S&P or, if unrated, determined by the Adviser to be
comparable in quality to instruments so rated. Obligations with the lowest
investment grade rating (E.G., rated "Baa" by Moody's or "BBB" by S&P) have
speculative characteristics, and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than is the case with higher grade debt obligations. See
"Appendix B" for a description of these ratings designations.

In seeking to achieve its objective, the Fund will invest under normal market
conditions at least 65% of its total assets in securities of issuers that
conduct their principal business activities in countries of the Pacific Basin
and Far East, except for Japan. Although the Fund may not invest in securities
issued by companies that conduct their principal business activities in Japan,
the Fund may invest in securities that are listed on a Japanese exchange.

The Fund is a diversified fund that intends, under normal market conditions, to
invest in at least three different countries, although it may, from time to
time, invest all of its assets in a single country. If the Fund invests all or a
significant portion of its assets at any time in a single country, events
occurring in such country are more
                                                                        43

<PAGE>

likely to affect the Fund's investments. For additional information concerning
risk, see "Special Risk Considerations Relevant to an Investment in Nations
International Equity Fund, Nations Emerging Markets Fund, Nations Pacific Growth
Fund and Nations Global Government Income Fund," below. When allocating
investments among individual countries, the Adviser will consider various
criteria, such as the relative economic growth potential of the various
economies and securities markets, expected levels of inflation, government
policies influencing business conditions and the outlook for currency
relationships.

For defensive purposes, the Fund may temporarily invest substantially all of its
assets in U.S. financial markets or in U.S. dollar-denominated instruments.

NATIONS CAPITAL GROWTH FUND: The investment philosophy of the Fund is based on
the belief that companies with superior growth characteristics selling at
reasonable prices will, over time, outperform the market. Therefore, the Fund
will generally seek to invest in larger capitalization, high-quality companies
which possess above average earnings growth potential.

The Fund's equity investments will generally be made in companies which share
some of the following characteristics:

(Bullet) above-average earnings growth relative to the S&P 500 Index;

(Bullet) established operating histories, strong balance sheets and favorable
         financial characteristics; and

(Bullet) above average return on equity relative to the S&P 500 Index.
In addition, the Fund's investment program enables it to invest in the following
types of companies:

(Bullet) companies that generate or apply new technologies, new and improved
         distribution techniques, or new services, such as those in the business
         equipment, electronics, specialty merchandising and health service
         industries;

(Bullet) companies that own or develop natural resources, such as energy
         exploration companies;

(Bullet) companies that may benefit from changing consumer demands and
         lifestyles, such as financial service organizations and
         telecommunication companies;

(Bullet) foreign companies, including those in countries with more rapid
         economic growth than the U.S.;

(Bullet) companies whose earnings growth is projected at a pace in excess of the
         average company (I.E., growth companies); and

(Bullet) companies whose earnings are temporarily depressed and are currently
         out of favor with most investors.

Through intensive research, visits to many companies each year and efficient
response to changing market conditions, the Adviser seeks to make the most of
the Fund's flexible charter.

Under normal market conditions, the Fund invests at least 65% of its total
assets in common stocks. In addition to common stocks, the Fund also may invest
in preferred stocks, securities convertible into common stocks and other types
of securities having common stock characteristics (such as rights and warrants
to purchase equity securities). Although the Fund invests primarily in publicly
traded common stocks of companies incorporated in the United States, the Fund
may invest up to 20% of its total assets in foreign securities.

The Fund also may invest in various money market instruments and repurchase
agreements. The Fund may invest without limitation in such instruments pending
investment, to meet anticipated redemption requests, or as a temporary defensive
measure if market conditions warrant.

NATIONS EMERGING GROWTH FUND: The Fund will invest in common stocks and
securities convertible into common stocks selected from a universe of emerging
growth companies monitored by the Adviser. Most of the companies will have
revenues between $50 million and $1.5 billion and a debt ratio of less than 50%
of capitalization. The universe focuses on companies with above average earnings
growth rates and profit margins, yet the portfolio may include positions of
special situation companies whose growth is expected to accelerate. These
companies are believed to offer significant opportunities for capital
appreciation and the Adviser will attempt to identify these opportunities before
their potential is recognized by investors in general.

In selecting industries and companies for investment, the Adviser will consider
overall growth prospects, financial condition, competitive position, technology,
research and development, innovative products, marketing expertise,
productivity, labor costs, raw material costs and sources, profit margins,
return on investment, structural changes in local economies, capital resources,
the degree of governmental regulation or deregulation, management and other
factors.

Under normal market conditions, the Fund invests at least 65% of its total
assets in common stocks. The Fund also may invest in various money market
instruments and repurchase agreements. The Fund may invest without limitation in
such instruments pending investment, to meet anticipated redemption requests, or
as a temporary defensive measure if market conditions warrant.

The volatility of emerging growth stocks is higher than that of larger
companies. Many of these stocks trade over the counter and may not have
widespread interest among institutional investors. These securities may have
larger potential for gains but also carry more risk if unexpected company
developments adversely affect the
44

<PAGE>

stock prices. To help reduce risk, the Fund is diversified and typically invests
in 75 to 100 companies which represent a broad range of industries and sectors,
both in the United States and abroad. Although the Fund invests primarily in
securities of U.S. issuers, the Fund may invest up to 20% of its total assets in
foreign securities.

NATIONS DISCIPLINED EQUITY FUND: The investment philosophy of the Fund is based
on the premise that companies with positive earnings trends also should
experience positive trends in their share price. Based on this philosophy, the
Fund invests primarily in the common stocks of companies that the Adviser
believes are likely to experience significant increases in earnings. By pursuing
this investment philosophy, the Fund seeks to provide investors with long-term
capital appreciation which exceeds that of the S&P 500 Index.

In selecting stocks for purchase by the Fund, the Adviser utilizes quantitative
analysis supported by fundamental research. This approach seeks to identify
companies that have experienced positive historical earnings trends, as
evidenced by earnings forecasts issued by investment banks, broker/dealers and
other investment professionals. The Adviser believes that companies experiencing
such earnings trends have the potential to generate significant increases in per
share earnings. The Adviser also believes that companies with increasing
earnings should experience positive trends in their stock price. Although the
Fund seeks to invest in companies with increasing earnings, the Fund's
investment objective focuses on long-term capital appreciation; income is not an
objective of the Fund.

Under normal market conditions, the Fund invests at least 65% of its total
assets in common stocks of domestic issuers. With respect to the remainder of
the Fund's assets, the Fund may invest in a broad range of equity and debt
instruments, including preferred stocks, securities (debt and preferred stock)
convertible into common stock, warrants and rights to purchase common stocks,
options, U.S. government and corporate debt securities and various money market
instruments. The Fund will invest primarily in medium- and large-sized companies
(I.E. companies with market capitalizations of $500 million or greater) that are
determined to have favorable price/earnings ratios. The Fund also may invest in
securities issued by companies with market capitalizations of less than $500
million. The volatility of small-capitalization stocks is typically greater than
that of larger companies. To help reduce risk, the Fund will invest in the
securities of companies representing a broad range of industries and economic
sectors.

The Fund's investments in debt securities, including convertible securities,
will be limited to securities rated investment grade (E.G. securities rated in
one of the top four investment categories by an NRSRO or, if not rated, are of
equivalent quality as determined by the Adviser). Obligations rated in the
lowest of the top four investment grade rating categories have speculative
characteristics and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher grade debt obligations.

The Fund may invest up to 20% of its total assets in foreign securities. For
temporary defensive purposes if market conditions warrant, the Fund may invest
without limitation in preferred stocks, investment grade debt instruments, money
market instruments and repurchase agreements.

NATIONS EQUITY INDEX FUND: Under normal conditions, the Fund will invest at
least 80% of its assets in equity securities of companies which compose the S&P
500 Index. The S&P 500 Index consists of 500 selected common stocks, most of
which are listed on the New York Stock Exchange. Different stocks have different
weightings in the Index, depending on the amount of stock outstanding and its
current price. In seeking to duplicate the performance of the S&P 500 Index, the
Adviser will attempt to allocate the Fund's portfolio among common stocks in
approximately the same weightings as the S&P 500 Index, beginning with the
heaviest weighted stocks that make up a larger portion of the Index's value.

The Adviser generally will seek to match the composition of the S&P 500 Index as
closely as possible, but may not always invest the Fund's portfolio to mirror
the Index exactly. Because of the difficulty and expense of executing relatively
small stock transactions, the Fund may not always be invested in the less
heavily weighted S&P 500 Index stocks and may at times have its portfolio
weighted differently from the S&P 500 Index. The Fund may omit or remove an S&P
500 Index stock from its portfolio if, following objective criteria, the Adviser
judges the stock to be insufficiently liquid or believes the merit of the
investment has been substantially impaired by extraordinary events or financial
conditions. The Adviser may purchase stocks that are not included in the S&P 500
Index to compensate for these differences if it believes that their prices will
move together with the prices of S&P 500 Index stocks omitted from the
portfolio.

The Fund is not managed according to traditional methods of "active" investment
management, which involve the buying and selling of securities based upon
economic, financial, and market analyses and investment judgment. Instead, the
Fund, utilizing a "passive" or "indexing" investment approach, attempts to
duplicate the performance of the S&P 500 Index.

The correlation between the performance of Nations Equity Index Fund (before
fees and expenses) and the S&P 500 Index is expected to be over 0.95 on an
annual basis. A correlation of 1.00 would indicate perfect
corre-
                                                                              45


<PAGE>

lation, which would be achieved when the net asset value of the Fund, including
the value of its dividend and capital gains distributions, increases or
decreases in exact proportion to changes in the S&P 500 Index. The Fund's
ability to track the S&P 500 Index, however, may be affected by, among other
things, transaction costs, changes in either the composition of the S&P 500
Index or the number of shares outstanding for the components of the S&P 500
Index, and the timing and amount of shareholder purchase and redemptions. The
Fund may utilize stock index futures contracts to minimize tracking error. In
connection with engaging in futures transactions, the Fund may hold cash, cash
equivalents, and/or U.S. Government securities.

Under normal conditions, the Adviser will attempt to invest as much of the
Fund's assets as is practical in common stocks. However, the Fund will maintain
a reasonable position in high-quality short-term debt securities and money
market instruments to meet redemption requests. If the Adviser believes that
market conditions warrant a temporary defensive posture, the Fund may invest
without limitation in high-quality short-term debt securities and money market
instruments. These securities and money market instruments may include domestic
and foreign commercial paper, certificates of deposit, bankers' acceptances and
time deposits, U.S. government securities and repurchase agreements.

The Fund may also invest a portion of its portfolio in instruments whose return
depends on stock market prices. These may include debt securities whose prices
or interest rates are indexed to the return of the S&P 500 Index, or swap
agreements linked to the S&P 500 Index, and options and futures contracts. The
Fund would invest in these types of instruments in order to seek to match the
total return of the Index in accordance with its investment objective. However,
instruments linked to stock market returns may not track the return of the Index
in all cases, and may involve additional credit risks. The Fund may also invest
in warrants.

ABOUT THE INDEX: The S&P 500 Index is composed of 500 common stocks, which are
chosen by S&P on a statistical basis. The inclusion of a stock in the S&P 500
Index in no way implies that S&P believes the stock to be an attractive
investment. The Index is determined, composed and calculated by S&P without
regard to the Fund. S&P is neither a sponsor of, nor in any way affiliated with,
the Fund and S&P makes no representation or warranty, expressed or implied, on
the advisability of investing in the Fund or as to the ability of the Index to
track general stock market performance. S&P disclaims all warranties of
merchantability or fitness for a particular purpose or use with respect to the
Index or any data included therein.

GENERAL: Each Equity Fund also may invest in certain specified derivative
securities including: exchange-traded options; over-the-counter options executed
with primary dealers, including long calls and puts and covered calls to enhance
return; and U.S. and foreign exchange-traded financial futures approved by the
Commodity Futures Trading Commission ("CFTC") and options thereon for market
exposure risk management. Each Equity Fund may lend its portfolio securities to
qualified institutional investors. Each Equity Fund also may invest in
restricted, private placement and other illiquid securities. Each Equity Fund
(except Nations Equity Index Fund) also may invest in real estate investment
trust securities. In addition, each Equity Fund may invest in securities issued
by other investment companies, consistent with the Fund's investment objective
and policies. Nations International Equity Fund, Nations Pacific Growth Fund and
Nations Emerging Markets Fund may invest in forward foreign exchange contracts
and repurchase agreements.

For more information concerning these and other investments in which the Funds
may invest and their investment practices, see "Appendix A."

BALANCED FUND:

NATIONS BALANCED ASSETS FUND: In pursuing the Fund's objective, the Adviser will
allocate the Fund's assets based upon its judgment of the relative valuation and
the expected returns of the three major asset classes in which the Fund invests:
common stocks, fixed income securities, and cash equivalents. In assessing
relative value and expected returns, the Adviser will evaluate current economic
and financial market conditions (both domestically and internationally), current
interest rate trends, earnings and dividend prospects for common stocks, and
overall financial market stability. These asset classes are actively managed in
an effort to maximize total return. In general, the Adviser believes that common
stocks offer the best opportunity for long-term capital appreciation.

The Fund invests in common and preferred stocks of U.S. corporations and of
foreign issuers, as well as securities convertible into common stocks, and other
types of securities having common stock characteristics (such as rights and
warrants to purchase equity securities) that meet the Adviser's stringent
criteria. Fundamental research and valuation analysis are emphasized in the
stock selection process. Stock holdings are typically those of seasoned,
financially strong companies with favorable industry positioning.

Under normal circumstances, at least 25% of the total value of the Fund's assets
will be invested in fixed income securities. The Fund may invest in government,
corporate and municipal debt securities, as well as mortgage-backed and
asset-backed securities. Most obligations acquired by the Fund will be issued by
companies or governmental entities located within the United States. Debt
obligations acquired by the Fund will be
46

<PAGE>

rated investment grade at the time of purchase by D&P, Fitch, S&P, Moody's, IBCA
or BankWatch, or, if unrated, determined by the Adviser to be comparable in
quality to instruments so rated. Obligations with the lowest investment grade
rating (E.G. rated "BBB" by S&P or "Baa" by Moody's) have speculative
characteristics and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher grade debt obligations. See "Appendix B"
for a description of these ratings designations. Subsequent to its purchase by
the Fund, an issue of securities may cease to be rated or its rating may be
reduced below the minimum rating required for purchase by the Fund. The Adviser
will consider such an event in determining whether the Fund should continue to
hold the obligation. Unrated obligations may be acquired by the Fund if they are
determined by the Adviser to be of comparable quality at the time of purchase to
rated obligations that may be acquired.

Although the Fund invests primarily in securities of U.S. issuers, the Fund may
invest up to 25% of its total assets in foreign securities.

The Fund also may invest in various money market instruments and repurchase
agreements. The Fund may invest without limitation in such instruments pending
investment, to meet anticipated redemption requests, or as a temporary defense
measure if market conditions warrant.

The Fund also may invest in certain specified derivative securities, including:
interest rate swaps, caps and floors for hedging purposes; exchange-traded
options; over-the-counter options executed with primary dealers, including long
calls and puts and covered calls to enhance return; and CFTC-approved U.S. and
foreign exchange-traded financial futures and options thereon for market
exposure risk management. The Fund may lend its portfolio securities to
qualified institutional investors and engage in dollar roll transactions. The
Fund may invest in real estate investment trust securities. The Fund also may
invest in restricted, private placement and other illiquid securities, and also
may purchase securities issued by other investment companies, consistent with
the Fund's investment objective and policies. See "Appendix A" below for
additional information concerning the investment practices of this Fund.

BOND FUNDS:

NATIONS SHORT-INTERMEDIATE GOVERNMENT FUND: In pursuing its investment
objective, Nations Short-Intermediate Government Fund invests substantially all
of its assets in U.S. Government Obligations and repurchase agreements relating
to such obligations. Under normal market conditions, it is expected that the
average dollar-weighted maturity of the Fund's portfolio will be between three
and five years and the duration will not exceed five years. U.S. Government
Obligations have historically involved little risk of loss of principal if held
to maturity. However, due to fluctuations in interest rates, the market value of
such securities may vary during the period a shareholder owns shares of the
Fund. The value of the Fund's portfolio generally will vary inversely with
changes in prevailing interest rates.

The Fund also may invest in corporate convertible and non-convertible debt
obligations, including bonds, notes and debentures rated investment grade at the
time of purchase by one of the six NRSROs, or if not so rated, determined by the
Adviser to be of comparable quality to instruments so rated; dollar-denominated
debt obligations of foreign issuers, including foreign corporations and foreign
governments; mortgage-backed securities of governmental issuers or of private
issuers, including mortgage pass-through certificates, collateralized mortgage
obligations or "CMOs", real estate investment trust securities or
mortgage-backed bonds; other asset-backed and municipal securities rated by one
of the six NRSROs, or if not so rated, determined by the Adviser to be of
comparable quality.

The Fund also may invest in "high quality" money market instruments (I.E., those
within the two highest rating categories or unrated instruments deemed by the
Adviser to be of comparable quality), repurchase agreements and cash. Such
obligations may include those issued by foreign banks and foreign branches of
U.S. banks. These investments may be in such proportion as, in the Adviser's
opinion, prevailing market or economic circumstances warrant.

NATIONS GOVERNMENT SECURITIES FUND: In pursuing its investment objective,
Nations Government Securities Fund invests at least 65% of its assets in U.S.
Government Obligations. Under normal market conditions, it is expected that the
average dollar-weighted maturity of the Fund's portfolio will be between three
and 10 years and the Fund's duration is expected to be in a range of 3.5 to six
years.

The Fund also may invest in corporate convertible and non-convertible debt
obligations, including bonds, notes and debentures rated investment grade at the
time of purchase by one of the six NRSROs, or if not so rated, determined by the
Adviser to be of comparable quality to instruments so rated; dollar-denominated
debt obligations of foreign issuers, including foreign corporations and foreign
governments; mortgage-backed securities of governmental issuers or of private
issuers, including mortgage pass-through certificates, CMOs, real estate
investment trust securities or mortgage-backed bonds; other asset-backed and
municipal securities rated by one of the six NRSROs, or if not so rated,
determined by the Adviser to be of comparable quality.
                                                                        47

<PAGE>

The Fund also may invest in "high quality" money market instruments (I.E., those
within the two highest rating categories or unrated instruments deemed by the
Adviser to be of comparable quality), repurchase agreements and cash. Such
obligations may include those issued by foreign banks and foreign branches of
U.S. banks. These investments may be in such proportion as, in the Adviser's
opinion, prevailing market or economic circumstances warrant.

NATIONS SHORT-TERM INCOME FUND: In pursuing its investment objective, the Fund
will, under normal market conditions, invest at least 65% of the total value of
its assets in investment grade debt obligations. It is expected that the average
dollar-weighted maturity of the Fund will not exceed five years and the duration
of the Fund's portfolio will not exceed three years.

The Fund may invest in corporate convertible and non-convertible debt
obligations, including bonds, notes and debentures rated investment grade by one
of the six NRSROs, or, if not so rated, determined by the Adviser to be of
comparable quality to instruments so rated; dollar-denominated debt obligations
of foreign issuers, including foreign corporations and foreign governments; and
mortgage-related securities of governmental issuers or of private issuers,
including mortgage pass-through certificates, CMOs, real estate investment trust
securities or mortgage-backed bonds; other asset-backed and municipal securities
rated by one of the six NRSROs, or, if not so rated, determined by the Adviser
to be of comparable quality to instruments so rated. The Fund also may invest in
U.S. Government Obligations.

Most obligations acquired by the Fund will be issued by companies or
governmental entities located within the United States. The Fund may invest up
to 25% of its assets in foreign securities.

As noted above, the Fund will invest in investment grade debt obligations.
Obligations rated in the lowest of the top four investment grade rating
categories (E.G. rated "BBB" by S&P or "Baa" by Moody's) have speculative
characteristics and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher grade debt obligations. Subsequent to its
purchase by the Fund, an issue of securities may cease to be rated or its rating
may be reduced below the minimum rating required for purchase by the Fund. The
Adviser will consider such an event in determining whether the Fund should
continue to hold the obligation. See "Appendix B" below for a description of
these rating designations.

The Fund also may invest in "high quality" money market instruments (I.E., those
within the two highest rating categories or unrated instruments determined by
the Adviser to be of comparable quality), repurchase agreements and cash. Such
obligations may include those issued by foreign banks and foreign branches of
U.S. banks. These investments may be in such proportions as, in the Adviser's
opinion, prevailing market or economic circumstances warrant.

NATIONS DIVERSIFIED INCOME FUND: In pursuing its investment objective, the Fund
will, under normal market conditions, invest at least 65% of the total value of
its assets in investment grade debt obligations. It is expected that the average
dollar-weighted maturity of the Fund's portfolio will be greater than five
years.

The Fund may invest in corporate convertible and non-convertible debt
obligations such as fixed- and variable-rate bonds; U.S. Government Obligations;
dollar-denominated and non-dollar-denominated debt obligations of foreign
issuers, including foreign corporations and foreign governments; mortgage-backed
securities of governmental issuers or of private issuers, including mortgage
pass-through certificates, CMOs, real estate investment trust securities or
mortgage-backed bonds; other asset-backed and municipal securities rated by one
of the six NRSROs, or if not so rated, determined by the Adviser to be of
comparable quality. The Fund also may invest in dividend-paying convertible and
non-convertible preferred and common stocks.

Most obligations acquired by the Fund will be issued by companies or
governmental entities located within the United States. The Fund may invest up
to 25% of its assets in foreign securities.

Obligations rated in the lowest of the top four investment grade rating
categories (E.G. rated "BBB" by S&P or "Baa" by Moody's) have speculative
characteristics and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher grade debt obligations.

Up to 35% of the total value of the Fund's assets may be invested in
lower-quality fixed income securities rated "B" or better by Moody's or S&P, or
if not so rated, determined by the Adviser to be of comparable quality.
Securities which are rated "B" generally lack characteristics of the desirable
investment, and assurance of interest and principal payment over any long period
of time may be limited. Non-investment-grade debt securities are sometimes
referred to as "high yield bonds" or "junk bonds," and tend to have speculative
characteristics, generally involve more risk of principal and income than higher
rated securities, and have yields and market values that tend to fluctuate more
than higher quality securities.

Subsequent to its purchase by the Fund, an issue of securities may cease to be
rated or its rating may be reduced below the minimum rating required for
purchase by the Fund. The Adviser will consider such an event in determining
whether the Fund should continue
48

<PAGE>

to hold the obligation. See "Appendix B" below for a description of these rating
designations.

The Fund may hold or invest in "high quality" money market instruments (I.E.,
those within the two highest rating categories or unrated instruments deemed by
the Adviser to be of comparable quality), repurchase agreements and cash. Such
obligations may include those issued by foreign banks and foreign branches of
U.S. banks. These investments may be in such proportions as, in the Adviser's
opinion, prevailing market or economic circumstances warrant.

NATIONS STRATEGIC FIXED INCOME FUND: In pursuing its investment objective, the
Fund will, under normal market conditions, invest at least 65% of the total
value of its assets in investment grade fixed income securities. It is expected
that the average dollar-weighted maturity of the Fund's portfolio will be 10
years or less and under no circumstances will it exceed 15 years.

The Fund may invest in corporate convertible and non-convertible debt
obligations, including bonds, notes and debentures rated investment grade at the
time of purchase by one of the six NRSROs, or if not so rated, determined by the
Adviser to be of comparable quality to instruments so rated; U.S. Government
Obligations; dollar-denominated debt obligations of foreign issuers, including
foreign corporations and foreign governments; mortgage-backed securities of
governmental issuers or of private issuers, including mortgage pass-through
certificates, CMOs, real estate investment trust securities or mortgage-backed
bonds; other asset-backed and municipal securities rated by one of the six
NRSROs, or if not so rated, determined by the Adviser to be of comparable
quality. The Fund also may invest in dividend paying preferred and common stock.

Most obligations acquired by the Fund will be issued by companies or
governmental entities located within the United States. The Fund may invest up
to 25% of its assets in foreign securities.

The Fund will invest in investment grade debt obligations. Obligations rated in
the lowest of the top four investment grade rating categories (E.G. rated "BBB"
by S&P or "Baa" by Moody's) have speculative characteristics and changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than is the case with higher
grade debt obligations. Subsequent to its purchase by the Fund, an issue of
securities may cease to be rated or its rating may be reduced below the minimum
rating required for purchase by the Fund. The Adviser will consider such an
event in determining whether the Fund should continue to hold the obligation.
See "Appendix B" below for a description of these rating designations.

The Fund also may invest in "high quality" money market instruments (I.E., those
within the two highest rating categories or unrated instruments deemed by the
Adviser to be of comparable quality), repurchase agreements and cash. Such
obligations may include those issued by foreign banks and foreign branches of
U.S. banks. These investments may be in such proportions as, in the Adviser's
opinion, prevailing market or economic circumstances warrant.

NATIONS GLOBAL GOVERNMENT INCOME FUND: In seeking to achieve its investment
objective, the Fund will invest under normal market conditions at least 65% of
its total assets in debt securities issued or guaranteed by U.S. or foreign
governments (including states, provinces and municipalities) or their agencies,
instrumentalities or subdivisions ("Government Securities"). Except for
temporary defensive purposes, the Fund will concentrate its investments in
foreign Government Securities. Concentration in this context means the
investment of more than 25% of the Fund's total assets in such securities. The
Fund may invest in the debt securities of any type of issuer, including
corporations, banks and supranational entities.

The Fund, under normal market conditions, will invest in at least three
different countries. These countries may include the U.S., the countries of
Western Europe, Japan, Australia, New Zealand and Canada. If the Fund invests a
significant portion of its assets at any time in a single country, events
occurring in such country are more likely to affect the Fund's investments. For
additional information concerning risk, see "Special Risk Considerations
Relevant to an Investment in Nations International Equity Fund, Nations Emerging
Markets Fund, Nations Pacific Growth Fund and Nations Global Government Income
Fund," below. Because the Fund intends to invest a large portion of its assets
in foreign Government Securities, the Fund is a "non-diversified" investment
company for purposes of the Investment Company Act of 1940 (the "1940 Act"). The
Fund may invest in securities of issuers located in any region or country and
that are denominated in any currency.

The Fund is managed in accordance with an overall global investment strategy
which means that Fund investments are allocated among securities denominated in
U.S. dollars and the currencies of a number of foreign countries. The Fund's
exposure to various count-
ries and currencies will vary in accordance with the Adviser's assessment of the
relative yield and appreciation of such securities. Fundamental economic
strength, credit quality and interest rate trends are the principal factors
considered by the Adviser in determining whether to increase or decrease the
emphasis placed upon a particular country or particular type of security within
the Fund's investment portfolio.

Under normal market conditions, the Fund intends to invest primarily in
securities rated "A" or better at the
                                                                        49

<PAGE>

time of purchase by Moody's or S&P and unrated securities that, at the time of
purchase will be determined to be of comparable quality by the Adviser. The Fund
also may invest in securities rated "Baa" by Moody's or "BBB" by S&P, but does
not, as a general matter, intend to invest more than 10% of its total assets in
such securities. Subsequent to its purchase by the Fund, an issue of securities
may cease to be rated or its rating may be reduced below the minimum rating
required for purchase by the Fund. The Adviser will consider such event in
determining whether the Fund should continue to hold the obligation. In no event
will the Fund hold more than 5% of its total net assets in securities rated
below investment grade. See "Appendix B" below for a description of these rating
designations. The Adviser expects that the Fund's dollar-weighted average
maturity will not be greater than 15 years under normal market conditions.

Supranational entities are international organizations jointly operated by
multiple sovereign governments including, for example, the World Bank, the
European Coal and Steel Community, the Asian Development Bank, the European
Investment Bank and the Inter-American Development Bank. Supranational entities
generally have no taxing authority and are dependent upon their members for the
funds necessary to pay principal and interest on their debt obligations.

The Fund also may invest in money market instruments, certain specified
derivative securities, including: exchange-traded options; over-the-counter
options executed with primary dealers, including long calls and puts and covered
calls to enhance return and forward foreign exchange contracts; and U.S. and
foreign exchange-traded financial futures approved by the CFTC and options
thereon for market exposure risk management. The Fund may lend its portfolio
securities to qualified institutional investors. The Fund may invest in
restricted, private placement and other illiquid securities, repurchase
agreements and securities issued by other investment companies, consistent with
the Fund's investment objective and policies.

For defensive purposes, the Fund may temporarily invest substantially all of its
assets in U.S. financial markets or in U.S. dollar-denominated instruments. The
Fund also may invest in money market instruments.

NATIONS MUNICIPAL INCOME FUND, NATIONS SHORT-TERM MUNICIPAL INCOME FUND AND
NATIONS INTERMEDIATE MUNICIPAL BOND FUND: In pursuing their objectives, the
Funds will invest at least 80% of their total net assets in investment grade
obligations issued by or on behalf of states, territories, and possessions of
the United States, the District of Columbia, and their political subdivisions,
agencies, instrumentalities, and authorities, the interest on which, in the
opinion of counsel to the issuer or bond counsel, is exempt from Federal income
tax. To the extent consistent with the Funds' investment approach described in
this Prospectus, the Funds are managed to seek capital appreciation and minimize
capital losses due to interest rate movements.

Under normal market conditions, the average weighted maturity and duration of
each of the Funds' portfolios are expected to be as follows: Nations Municipal
Income Fund -- average dollar-weighted maturity greater than 10 years and
duration between 7.5 and 9.5 years; Nations Intermediate Municipal Bond
Fund -- average dollar-weighted maturity between three and 10 years and duration
between five and six years; Nations Short-Term Municipal Income Fund -- average
dollar-weighted maturity less than three years and duration between 1.25 and
2.75 years.

Municipal Securities will be rated investment grade at the time of purchase by
at least one of the six NRSROs or, if unrated, determined by the Adviser to be
of comparable quality at the time of purchase to rated obligations that may be
acquired by a Fund. Obligations rated in the lowest of the top four investment
grade rating categories (E.G. rated "BBB" by S&P or "Baa" by Moody's) have
speculative characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than is the case with higher grade debt obligations.
Subsequent to its purchase by a Fund, an issue of Municipal Securities may cease
to be rated, or its rating may be reduced below the minimum rating required for
purchase by a Fund. The Adviser will consider such an event in determining
whether a Fund should continue to hold the obligation. See "Appendix B" for a
description of these rating designations.

During temporary defensive periods, the Funds may invest in short-term taxable
and non-taxable obligations in such proportions as, in the opinion of the
Adviser, prevailing market or economic conditions warrant. Taxable obligations
that may be acquired by a Fund include repurchase agreements and short-term debt
securities. Under normal market conditions, each Fund's investments in taxable
obligations and private activity bonds, the interest on which may be treated as
a specific tax preference item under the Federal alternative minimum tax, will
not exceed 20% of its total assets at the time of purchase. The Funds may hold
uninvested cash reserves pending investment or during defensive periods.

STATE INTERMEDIATE MUNICIPAL BOND FUNDS AND STATE MUNICIPAL BOND FUNDS: Under
normal market conditions, at least 80% of the total net assets of the State
Intermediate Municipal Bond Funds and the State Municipal Bond Funds will be
invested in Municipal Securities, and substantially all of each Fund's assets
will be invested in debt instruments issued by or on behalf of the pertinent
state and its political subdivisions, agencies, instrumentalities and
authorities.
50

<PAGE>

Under normal market conditions, the average dollar-weighted maturity and
duration of each of the State Intermediate Municipal Bond Funds and State
Municipal Bond Funds are expected to be as follows: State Intermediate Municipal
Bond Funds -- average dollar-weighted maturity between three and 10 years and
duration between five and six years; State Municipal Bond Funds -- average
dollar-weighted maturity greater than 10 years and duration between 7.5 and 9.5
years.

Each of the State Intermediate Municipal Bond Funds and the State Municipal Bond
Funds operates as a non-diversified fund (except to the extent diversification
is required for Federal income tax purposes).

Dividends paid by each of these Funds which are derived from interest
attributable to tax-exempt obligations of the pertinent state and that state's
political subdivisions, agencies, instrumentalities and authorities, as well as
certain other governmental issuers such as Puerto Rico, will be exempt from
regular Federal income tax and (with the exception of Texas and Florida) the
income tax of the pertinent state. Texas and Florida do not impose a state
income tax; however, Florida imposes a state intangibles tax. Dividends derived
from interest on obligations of other governmental issuers will be exempt from
regular Federal income tax, but generally will be subject to state income tax
(with the exception of Texas and Florida). (See "How Dividends And Distributions
are Made; Tax Information.") During normal market conditions and as a matter of
fundamental investment policy, each of these Funds will invest at least 80% of
its total net assets in obligations the interest on which will be exempt from
regular Federal income tax and (with the exception of Texas and Florida) the
income tax of the pertinent state.

Municipal Securities acquired by the Funds will be rated investment grade at the
time of purchase by at least one NRSRO or, if unrated, determined by the Adviser
to be of comparable quality at the time of purchase to rated obligations that
may be acquired by the Funds. Obligations rated in the lowest of the top four
investment grade rating categories (E.G. rated "BBB" by S&P or "Baa" by Moody's)
have speculative characteristics and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than is the case with higher grade debt obligations.
Subsequent to its purchase by a Fund, an issue of Municipal Securities may cease
to be rated or its rating may be reduced below the minimum rating required for
purchase by a Fund. The Adviser will consider such an event in determining
whether a Fund should continue to hold the obligation. See "Appendix B" below
for a description of these rating designations.

During temporary defensive periods, the Funds may invest in short-term taxable
and non-taxable obligations in such proportions as, in the opinion of the
Adviser, prevailing market or economic conditions warrant. Taxable obligations
that may be acquired by the Funds include repurchase agreements and short-term
debt securities. Under normal market conditions, each Fund's investments in
taxable obligations and private activity bonds, the interest on which may be
treated as a specific tax preference item under the Federal alternative minimum
tax, will not exceed 20% of its total assets at the time of purchase.

GENERAL: Each of the Funds may invest in certain specified derivative
securities, including: interest rate swaps, caps and floors for hedging
purposes; exchange-traded options; over-the-counter options executed with
primary dealers, including long calls and puts and covered calls to enhance
return; and CFTC-approved U.S. and foreign exchange-traded financial futures and
options thereon for market exposure risk-management. Each of the Funds also may
lend its portfolio securities to qualified institutional investors and may
invest in restricted, private placement and other illiquid securities. Nations
Short-Intermediate Government Fund, Nations Government Securities Fund, Nations
Short-Term Income Fund, Nations Diversified Income Fund and Nations Strategic
Fixed Income Fund may engage in reverse repurchase agreements and dollar roll
transactions. Additionally, each Fund may purchase securities issued by other
investment companies, consistent with the Fund's investment objective and
policies.

The Funds also may invest in instruments issued by trusts or certain
partnerships including pass-through certificates representing participations in,
or debt instruments backed by, the securities and other assets owned by such
trusts and partnerships.

Certain securities that have variable or floating interest rates or demand, put
or prepayment features may be deemed to have remaining maturities shorter than
their nominal maturities for purposes of determining the average weighted
maturity and duration of the Funds.

For more information concerning these and other investments in which the Funds
may invest and their investment practices, see "Appendix A."

Although changes in the value of securities subsequent to their acquisition are
reflected in the net asset value of the Funds' shares, such changes will not
affect the income received by the Funds from such securities. However, since
available yields vary over time, no specific level of income can ever be
assured. The dividends paid by the Funds will increase or decrease in relation
to the income received by the Funds from their investments, which will in any
case be reduced by the Funds' expenses before being distributed to the Funds'
shareholders.

SPECIAL RISK CONSIDERATIONS RELEVANT TO AN INVESTMENT IN NATIONS INTERNATIONAL
EQUITY FUND, NATIONS EMERGING MARKETS FUND, NATIONS PACIFIC
                                                                        51

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GROWTH FUND AND NATIONS GLOBAL GOVERNMENT INCOME FUND: Investors should
understand and consider carefully the special risks involved in foreign
investing. In addition, each Fund presents unique risks of which investors
should be aware.

Investors in Nations International Equity Fund should be aware that the Fund
may, from time to time, invest up to 5% of its total assets in securities of
companies located in Eastern Europe. Economic and political reforms in this
region are still in their infancy. As a result, investment in such countries
would be highly speculative and could result in losses to the Fund and, thus, to
its shareholders.

Investors in Nations Pacific Growth Fund should understand and consider
carefully the special risks involved in investing in the Pacific Basin and Far
East. Countries in the Pacific Basin and Far East are in various stages of
economic development, ranging from emerging markets to mature economies, but
each has unique risks. Most countries in this region are heavily dependent on
international trade, and some are especially vulnerable to recessions in other
countries. Many of these countries are also sensitive to world commodity prices.
Some countries that have experienced rapid growth may still have obsolete
financial systems, economic problems or archaic legal systems. In addition, many
of these nations are experiencing political and social uncertainties.

The same is true, but even more so, for the emerging market countries in which
the Nations Emerging Markets Fund will invest. Although the Fund believes that
its investments present the possibility for significant growth over the long
term, they also entail significant risks. Many investments in emerging markets
can be considered speculative, and their prices can be much more volatile than
in the more developed nations of the world. This difference reflects the greater
uncertainties of investing in less established markets and economies. The
financial markets of emerging markets countries are generally less well
capitalized and thus securities of issuers based in such countries may be less
liquid.

Nations Global Government Income Fund's yield and share price will change based
on changes in domestic or foreign interest rates and in an issuer's
creditworthiness. In general, bond prices rise when interest rates fall, and
vice versa.

Moreover, for each of the Funds, investing in securities denominated in foreign
currencies and utilization of forward foreign currency exchange contracts and
other currency hedging techniques involve certain considerations comprising both
opportunities and risks not typically associated with investing in U.S.
dollar-denominated securities. Additionally, changes in the value of foreign
currencies can significantly affect a Fund's share price. General economic and
political factors in the various world markets also can impact a Fund's share
price.

The expenses to individual investors of investing directly in foreign securities
are very high relative to similar costs for investing in U.S. securities. While
the Funds offer a more efficient way for individual investors to participate in
foreign markets, their expenses, including custodial fees, are also higher than
the typical domestic equity mutual fund.

Risks unique to international investing include: (1) restrictions on foreign
investment and repatriation of capital; (2) fluctuations in currency exchange
rates; (3) costs of converting foreign currency into U.S. dollars and U.S.
dollars into foreign currencies; (4) greater price volatility and less
liquidity; (5) settlement practices, including delays, which may differ from
those customary in United States markets; (6) exposure to political and economic
risks, including the risk of nationalization, expropriation of assets and war;
(7) possible imposition of foreign taxes and exchange control and currency
restrictions; (8) lack of uniform accounting, auditing and financial reporting
standards; (9) less governmental supervision of securities markets, brokers and
issuers of securities; (10) less financial information available to investors;
and (11) difficulty in enforcing legal rights outside the United States. These
risks often are heightened for investments in emerging or developing countries.
See "Appendix A" for additional discussion of the risks associated with an
investment in the Nations International Equity Fund, Nations Emerging Markets
Fund, Nations Pacific Growth Fund and Nations Global Government Income Fund.

PORTFOLIO TURNOVER (NON-MONEY MARKET FUNDS): Generally, the Equity Funds, the
Balanced Fund and the Bond Funds (the "Non-Money Market Funds") will purchase
portfolio securities for capital appreciation or investment income, or both, and
not for short-term trading profits. If a Fund's annual portfolio turnover rate
exceeds 100%, it may result in higher brokerage costs and possible tax
consequences for the Fund and its shareholders. For the Funds' portfolio
turnover rates, see "Financial Highlights."

RISK CONSIDERATIONS: Although the Adviser will seek to achieve the investment
objective of each Fund, there is no assurance that it will be able to do so. No
single Fund should be considered, by itself, to provide a complete investment
program for any investor. Investments in a Fund are not insured against loss of
principal.

Investments by a Fund in common stocks and other equity securities are subject
to stock market risks. The value of the stocks that the Fund holds, like the
broader stock market, may decline over short or even extended periods.

The value of a Fund's investments in debt securities, including U.S. Government
Obligations, will tend to decrease when interest rates rise and increase when
interest rates fall. In general, longer-term debt
instru-
52


<PAGE>

ments tend to fluctuate in value more than shorter-term debt instruments in
response to interest rate movements. In addition, debt securities that are not
backed by the United States Government are subject to credit risk, which is the
risk that the issuer may not be able to pay principal and/or interest when due.

Since each of the State Intermediate Municipal Bond Funds and State Municipal
Bond Funds invests primarily in securities issued by entities located in a
single state, such Funds are more susceptible to changes in value due to
political or economic changes affecting that state or its subdivisions.

Certain of the Funds' investments constitute derivative securities, which are
securities whose value is derived, at least in part, from an underlying index or
reference rate. There are certain types of derivative securities that can, under
certain circumstances, significantly increase a purchaser's exposure to market
or other risks. The Adviser, however, only purchases derivative securities in
circumstances where it believes such purchases are consistent with such Funds'
investment objectives and do not unduly increase the Funds' exposure to market
or other risks. For additional risk information regarding the Funds' investments
in particular instruments, see "Appendix A -- Portfolio Securities."

INVESTMENT LIMITATIONS: Each Fund is subject to a number of investment
limitations. The following investment limitations are matters of fundamental
policy and may not be changed without the affirmative vote of the holders of a
majority of the Fund's outstanding shares. Other investment limitations that
cannot be changed without such a vote of shareholders are described in the SAIs.

Each Fund may not:

1. Purchase any securities which would cause 25% or more of the value of the
Fund's total assets at the time of such purchase to be invested in the
securities of one or more issuers conducting their principal activities in the
same industry, provided that this limitation does not apply (a) with respect to
the Nations Global Government Income Fund, to investments in foreign Government
Securities; and (b) to investments in obligations issued or guaranteed by the
U.S. Government or its agencies and instrumentalities. In addition, this
limitation does not apply to investments by "money market funds" as that term is
used under the 1940 Act, in obligations of domestic banks.

2. Make loans, except that a Fund may purchase and hold debt instruments
(whether such instruments are part of a public offering or privately placed),
may enter into repurchase agreements and may lend portfolio securities in
accordance with its investment policies.

Nations Prime Fund, Nations Treasury Fund, Nations Government Money Market Fund,
Nations Tax Exempt Fund, Nations Value Fund, Nations Equity Income Fund, Nations
International Equity Fund, Nations Emerging Markets Fund, Nations Pacific Growth
Fund, Nations Capital Growth Fund, Nations Emerging Growth Fund, Nations
Disciplined Equity Fund, Nations Equity Index Fund, Nations Balanced Assets
Fund, Nations Short-Intermediate Government Fund, Nations Government Securities
Fund, Nations Short-Term Income Fund, Nations Diversified Income Fund, Nations
Strategic Fixed Income Fund, Nations Intermediate Municipal Bond Fund, Nations
Municipal Income Fund and Nations Short-Term Municipal Income Fund may not:

     Purchase securities of any one issuer (other than securities issued or
     guaranteed by the U.S. Government, its agencies or instrumentalities) if,
     immediately after such purchase, more than 5% of the value of such Fund's
     total assets would be invested in the securities of such issuer, except
     that up to 25% of the value of the Fund's total assets may be invested
     without regard to these limitations and with respect to 75% of such Fund's
     assets, such Fund will not hold more than 10% of the voting securities of
     any issuer.

The Nations Global Government Income Fund, the State Intermediate Municipal Bond
Funds and the State Municipal Bond Funds may not:

     Purchase securities of any one issuer (other than securities issued or
     guaranteed by the U.S. Government, its agencies or instrumentalities) if,
     immediately after such purchase, more than 25% of the value of a Fund's
     total assets would be invested in the securities of one issuer, and with
     respect to 50% of such Fund's total assets, more than 5% of its assets
     would be invested in the securities of one issuer.

In addition, as a matter of non-fundamental policy, the Nations Tax Exempt Fund
may not purchase any securities other than obligations the interest on which is
exempt from Federal income tax and stand-by commitments with respect to such
obligations.

Also, as a matter of fundamental policy, except during defensive periods, the
State Intermediate Municipal Bond Funds and the State Municipal Bond Funds will
invest at least 80% of their respective total net assets in Municipal Securities
the interest on which is exempt from Federal income tax and the pertinent
state's income taxes (with the exception of Texas and Florida). Similarly, as a
matter of fundamental policy, except during defensive periods, Nations Municipal
Income Fund, Nations Short-Term Municipal Income Fund and Nations Intermediate
Municipal Bond Fund will invest at least 80% of their respective total net
assets in Munic-
                                                                              53


<PAGE>

ipal Securities the interest on which is exempt from Federal income taxes. For
purposes of these fundamental policies, private activity bonds are included in
the term "Municipal Securities" only if the interest paid thereon is exempt from
Federal income tax and not treated as a specific tax preference item under the
Federal alternative minimum tax.

The investment objective and policies of each Fund, unless otherwise specified,
may be changed without a vote of the Fund's shareholders. If the investment
objective or policies of a Fund change, shareholders should consider whether the
Fund remains an appropriate investment in light of their current position and
needs.

In order to register a Fund's shares for sale in certain states, a Fund may make
commitments more restrictive than the investment policies and limitations
described in this Prospectus and the SAIs. Should a Fund determine that any such
commitment is no longer in the best interests of the Fund, it may consider
terminating sales of its shares in the states involved.

RESTRAINTS ON INVESTMENTS BY MONEY MARKET FUNDS: In order for the Money Market
Funds to value their investments on the basis of amortized cost, investments
must be in accordance with the requirements of Rule 2a-7 under the 1940 Act,
some of which are described below. A Money Market Fund is limited to acquiring
obligations with a remaining maturity of 397 days or less, or obligations with
greater maturities, provided such obligations are subject to demand features or
resets which are less than 397 days, and to maintaining a dollar-weighted
average portfolio maturity of 90 days or less. Quality requirements generally
limit investments to U.S. dollar-denominated instruments determined to present
minimal credit risks and that at the time of acquisition are rated in the first
or second rating categories (known as "first tier" and "second tier" securities,
respectively) by the required number of NRSROs (at least two or, if only one
NRSRO has rated the security, that one NRSRO) or, if unrated by any NRSRO, are
(i) comparable in priority and security to a class of short-term securities of
the same issuer that has the required rating, or (ii) determined to be
comparable in quality to securities having the required rating. The
diversification requirements provide generally that a Money Market Fund may not
at the time of acquisition invest more than 5% of its assets in securities of
any one issuer except that up to 25% of total assets may be invested in the
first tier securities of a single issuer for three business days. Additionally,
(except for Nations Tax Exempt Fund) no more than 5% of total assets may be
invested, at the time of the acquisition, in second tier securities in the
aggregate, and any investment in second tier securities of one issuer is limited
to the greater of 1% of total assets or one million dollars. Securities issued
by the U.S. Government, its agencies, authorities or instrumentalities, are
exempt from the quality requirements, other than minimal credit risk. In the
event that a Money Market Fund's investment restrictions or permissible
investments are more restrictive than the requirements of Rule 2a-7, the Money
Market Fund's own restrictions will govern.

   How Performance Is Shown

MONEY MARKET FUNDS: From time to time the Money Market Funds may advertise the
yield and effective yield on a class of shares and Nations Tax Exempt Fund also
may advertise the tax-equivalent yield of a class of shares. YIELD, EFFECTIVE
YIELD AND TAX-EQUIVALENT YIELD FIGURES ARE BASED ON HISTORICAL DATA AND ARE NOT
INTENDED TO INDICATE FUTURE PERFORMANCE. The "yield" of a class of shares in a
Fund refers to the income generated by an investment in such class over a
seven-day period identified in the advertisement. This income is then
"annualized." That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The "effective yield" is calculated
similarly, but, when annualized, the income earned by an investment in a class
of shares in the Fund is assumed to be reinvested. The "effective yield" will be
slightly higher than the "yield" because of the compounding effect of this
assumed reinvestment. The "tax-equivalent yield" of each class of shares in
Nations Tax Exempt Fund shows the level of taxable yield needed to produce an
after-tax equivalent to such class's tax-free yield. This is done by increasing
the class's yield (calculated as above) by the amount necessary to reflect the
payment of Federal income tax at a stated tax rate.

NON-MONEY MARKET FUNDS: From time to time the Non-Money Market Funds may
advertise the total return and yield on a class of shares. Nations Municipal
Income Fund, Nations Short-Term Municipal Income Fund, Nations Intermediate
Municipal Bond Fund, the State Intermediate Municipal Bond Funds and the State
Municipal Bond Funds also may advertise the tax-equivalent yield of a class of
shares. TOTAL RETURN, YIELD AND TAX-EQUIVALENT YIELD FIGURES ARE BASED ON
HISTORICAL DATA AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE. The "total
return" of a class of shares of a Non-Money Market Fund may be calculated on an
average annual total return basis or an aggregate total return basis. Average
annual total return refers to the average annual compounded rates of return over
one-, five-, and ten-year periods or the life of the Fund (as stated in the
advertisement) that would equate an initial amount invested at the beginning of
a stated period to the ending redeem-
54


<PAGE>

able value of the investment, assuming the reinvestment of all dividend and
capital gain distributions. Aggregate total return reflects the total percentage
change in the value of the investment over the measuring period again assuming
the reinvestment of all dividends and capital gain distributions. Total return
may also be presented for other periods.

"Yield" is calculated by dividing the annualized net investment income per share
during a recent 30-day (or one month) period of a class of shares of a Fund by
the maximum public offering price per share on the last day of that period.

The "tax-equivalent yield" of Nations Municipal Income Fund, Nations Short-Term
Municipal Income Fund, Nations Intermediate Municipal Bond Fund, the State
Intermediate Municipal Bond Funds and the State Municipal Bond Funds also may be
quoted from time to time, which shows the level of taxable yield needed to
produce an after-tax equivalent to the Fund's tax-free yield. This is done by
increasing the Fund's yield (calculated as above) by the amount necessary to
reflect the payment of Federal income tax at a stated tax rate.

Investment performance, which will vary, is based on many factors, including
market conditions, the composition of a Fund's portfolio and such Fund's
operating expenses. Investment performance also often reflects the risks
associated with a Fund's investment objective and policies. These factors should
be considered when comparing a Fund's investment results to those of other
mutual funds and other investment vehicles. Since yields fluctuate, yield data
cannot necessarily be used to compare an investment in the Funds with bank
deposits, savings accounts, and similar investment alternatives which often
provide an agreed-upon or guaranteed fixed yield for a stated period of time.

In addition to Primary A Shares, the Money Market Funds offer Primary B,
Investor A, Investor B, Investor C and Investor D Shares. In addition to Primary
A Shares, the Non-Money Market Funds offer Primary B, Investor A, Investor C and
Investor N Shares. Each class of shares may bear different sales charges,
shareholder servicing fees, loads and other expenses, which may cause the
performance of a class to differ from the performance of the other classes.
Performance quotations will be computed separately for each class of a Fund's
shares. Any fees charged by an institution directly to its customers' accounts
in connection with investments in the Funds will not be included in calculations
of total return or yield. Each Fund's annual report contains additional
performance information and is available upon request without charge from the
Funds' distributor or an investor's Institution, as defined below.

   How The Funds Are Managed

The business and affairs of each of Nations Fund Trust, Nations Fund, Inc. and
Nations Portfolios are managed under the direction of their Board of Trustees
and Boards of Directors, respectively. Nations Fund Trust's SAI contains the
names of and general background information concerning each Trustee of Nations
Fund Trust. Nations Fund, Inc.'s and Nations Portfolios' SAIs contain the names
of and general background information concerning each Director of Nations Fund,
Inc. and Nations Portfolios.

Nations Fund and the Adviser have adopted codes of ethics which contain policies
on personal securities transactions by "access persons," including portfolio
managers and investment analysts. These policies substantially comply in all
material respects with the recommendations set forth in the May 9, 1994 Report
of the Advisory Group on Personal Investing of the Investment Company Institute.

INVESTMENT ADVISER: NationsBanc Advisors, Inc. serves as investment adviser to
the Funds. NBAI is a wholly owned subsidiary of NationsBank, which in turn is a
wholly owned banking subsidiary of NationsBank Corporation, a bank holding
company organized as a North Carolina corporation. NBAI has its principal
offices at One NationsBank Plaza, Charlotte, North Carolina 28255.

TradeStreet Investment Associates, Inc., with principal offices at One
NationsBank Plaza, Charlotte, North Carolina 28255, serves as sub-investment
adviser to all of the Funds except for those Funds listed below, for which
Gartmore Global Partners serves as sub-investment adviser. TradeStreet is a
wholly owned subsidiary of NationsBank. TradeStreet provides investment
management services to individuals, corporations and institutions.

Gartmore, with principal offices at One NationsBank Plaza, Charlotte, North
Carolina 28255, serves as sub-investment adviser to Nations International Equity
Fund, Nations Emerging Markets Fund, Nations Pacific Growth Fund and Nations
Global Government Income Fund pursuant to a sub-advisory agreement. Gartmore is
a joint venture structured as a general partnership between NB Partner Corp., a
wholly owned subsidiary of NationsBank, and Gartmore U.S. Limited, an indirect
wholly owned subsidiary of Gartmore Investment Management plc ("Gartmore plc"),
a UK company which is the holding company for a leading UK-based international
fund management group of companies, National Westminster Bank plc and affiliated
entities (collectively,
                                                                        55

<PAGE>

"NatWest") own 100% of the equity of Gartmore Investment Management plc.

Through April 10, 1996, sub-advisory services were provided to NBAI and the
Funds by Nations Gartmore Investment Management ("Nations Gartmore"), the
predecessor to Gartmore, pursuant to sub-advisory agreements among NBAI, Nations
Gartmore and Nations Fund, Inc. and Nations Portfolios, respectively, on behalf
of the Funds. Nations Gartmore was a joint venture structured as a general
partnership between NB Partner Corp. and Gartmore U.S. Limited. On April 10,
1996, NatWest acquired a controlling interest in Gartmore plc from Compagnie de
Suez and affiliated entities ("Compagnie de Suez") through a direct purchase
from Compagnie de Suez of its indirect subsidiary Indosuez UK Asset Management
Limited, which held 75% of Gartmore plc's outstanding voting securities (the
"Acquisition"). NatWest acquired the remaining portion of Gartmore plc's shares
held by public shareholders through a tender offer. Gartmore is the successor
entity resulting from the Acquisition and change of control of Nations Gartmore.

On July 17, 1996, the shareholders of the Funds approved the new sub-advisory
arrangement with Gartmore and Sub-Advisory Agreements dated April 10, 1996 among
NBAI, Gartmore and Nations Fund, Inc. and Nations Portfolios, respectively.
There were no material changes in the personnel who provide services under the
new Sub-Advisory Agreements, and the Funds receive the same sub-advisory
services, provided in the same manner and at the same fee levels, as they
received under the Previous Sub-Advisory Agreements.

Subject to the general supervision of Nations Fund Trust's Board of Trustees and
Nations Fund, Inc.'s and Nations Portfolios' Boards of Directors, and in
accordance with each Fund's investment policies, the Adviser formulates
guidelines and lists of approved investments for each Fund, makes decisions with
respect to and places orders for each Fund's purchases and sales of portfolio
securities and maintains records relating to such purchases and sales. With
respect to the Non-Money Market Funds and Nations Tax Exempt Fund, the Adviser
is authorized to allocate purchase and sale orders for portfolio securities to
certain financial institutions, including, in the case of agency transactions,
financial institutions which are affiliated with the Adviser or which have sold
shares in such Funds, if the Adviser believes that the quality of the
transaction and the commission are comparable to what they would be with other
qualified brokerage firms. From time to time, to the extent consistent with its
investment objective, policies and restrictions, each Fund may invest in
securities of companies with which NationsBank has a lending relationship.

For the services provided and expenses assumed pursuant to various Investment
Advisory Agreements, NBAI is entitled to receive advisory fees, computed daily
and paid monthly, at the annual rates of: 0.25% of the first $250 million of the
combined average daily net assets of both Nations Prime Fund and Nations
Treasury Fund, plus 0.20% of the combined average daily net assets of such Funds
in excess of $250 million; 0.40% of the average daily net assets of each of
Nations Government Money Market Fund and Nations Tax Exempt Fund; 0.50% of the
average daily net assets of each of the Nations Equity Index Fund, Nations
Short-Term Municipal Income Fund, Nations Intermediate Municipal Bond Fund and
the State Intermediate Municipal Bond Funds; 0.60% of the average daily net
assets of each of the Nations Short-Intermediate Government Fund, Nations
Short-Term Income Fund, Nations Diversified Income Fund, Nations Strategic Fixed
Income Fund, Nations Municipal Income Fund and the State Municipal Bond Funds;
0.75% of the average daily net assets of each of Nations Value Fund, Nations
Capital Growth Fund, Nations Emerging Growth Fund, Nations Disciplined Equity
Fund and Nations Balanced Assets Fund; 0.65% of the first $100 million of
Nations Government Securities Fund's average daily net assets, plus 0.55% of the
Fund's average daily net assets in excess of $100 million and up to $250
million, plus 0.50% of the Fund's average daily net assets in excess of $250
million; 0.75% of the first $100 million of Nations Equity Income Fund's average
daily net assets, plus 0.70% of the Fund's average daily net assets in excess of
$100 million and up to $250 million, plus 0.60% of the Fund's average daily net
assets in excess of $250 million; 0.90% of the average daily net assets of
Nations International Equity Fund; 1.10% of the average daily net assets of
Nations Emerging Markets Fund; 0.90% of the average daily net assets of Nations
Pacific Growth Fund; and 0.70% of the average daily net assets of Nations Global
Government Income Fund.

For the services provided and expenses assumed pursuant to sub-advisory
agreements, NBAI will pay TradeStreet sub-advisory fees, computed daily and paid
monthly, at the annual rates of: 0.055% of Nations Prime Fund's, Nations
Treasury Fund's, Nations Government Money Market Fund's and Nations Tax Exempt
Fund's average daily net assets; 0.20% of Nations Equity Income Fund's average
daily net assets; 0.10% of Nations Equity Index Fund's average daily net assets;
0.25% of Nations Value Fund's, Nations Balanced Assets Fund's, Nations Capital
Growth Fund's, Nations Emerging Growth Fund's and Nations Disciplined Equity
Fund's average daily net assets; 0.15% of Nations Short-Intermediate Government
Fund's, Nation's Government Securities Fund's, Nations Short-Term Income Fund's,
Nations Diversified Income Fund's and Nations Strategic Fixed Income Fund's
average daily net assets; and 0.07% of Nations Municipal Income Fund's, Nations
Short-Term Municipal Income Fund's, Nations Intermediate Municipal Bond Fund's,
Nations Florida Municipal Bond Fund's, Nations Georgia Municipal Bond Fund's,
56

<PAGE>

Nations Maryland Municipal Bond Fund's, Nations North Carolina Municipal Bond
Fund's, Nations South Carolina Municipal Bond Fund's, Nations Tennessee
Municipal Bond Fund's, Nations Texas Municipal Bond Fund's, Nations Virginia
Municipal Bond Fund's, Nations Florida Intermediate Municipal Bond Fund's,
Nations Georgia Intermediate Municipal Bond Fund's, Nations Maryland
Intermediate Municipal Bond Fund's, Nations North Carolina Intermediate
Municipal Bond Fund's, Nations South Carolina Intermediate Municipal Bond
Fund's, Nations Tennessee Intermediate Municipal Bond Fund's, Nations Texas
Intermediate Municipal Bond Fund's and Nations Virginia Intermediate Municipal
Bond Fund's average daily net assets.

For services provided and expenses assumed pursuant to a sub-advisory agreement,
Gartmore is entitled to receive from NBAI sub-advisory fees, computed daily and
paid monthly, at the annual rate of 0.70% of Nations International Equity Fund's
average daily net assets; 0.85% of Nations Emerging Markets Fund's average daily
net assets; 0.70% of Nations Pacific Growth Fund's average daily net assets and
0.54% of Nations Global Government Income Fund's average daily net assets.

From time to time, NBAI (and/or TradeStreet and/or Nations Gartmore) may waive
or reimburse (either voluntarily or pursuant to applicable state limitations)
advisory fees or expenses payable by a Fund.

For the fiscal period from December 1, 1995 to December 31, 1995, after waivers,
Nations Fund Trust paid NationsBank under a prior Investment Advisory Agreement
advisory fees at the indicated rates of the following Funds' average daily net
assets: Nations Government Money Market Fund -- 0.12%; Nations Tax Exempt
Fund -- 0.13%; Nations Value Fund -- 0.75%; Nations Capital Growth
Fund -- 0.75%; Nations Emerging Growth Fund -- 0.75%; Nations Disciplined Equity
Fund -- 0.75%; Nations Equity Index Fund -- 0.09%; Nations Balanced Assets
Fund -- 0.75%; Nations Short-Intermediate Government Fund -- 0.37%; Nations
Short-Term Income Fund -- 0.27%; Nations Diversified Income Fund -- 0.50%;
Nations Strategic Fixed Income Fund -- 0.50%; Nations Municipal Income Fund --
0.30%; Nations Short-Term Municipal Income Fund -- 0.06%; Nations Intermediate
Municipal Bond Fund -- 0.17%; Nations Florida Intermediate Municipal Bond
Fund -- 0.14%; Nations Florida Municipal Bond Fund -- 0.26%; Nations Georgia
Intermediate Municipal Bond Fund -- 0.17%; Nations Georgia Municipal Bond
Fund -- 0.10%; Nations Maryland Intermediate Municipal Bond Fund -- 0.20%;
Nations Maryland Municipal Bond Fund -- 0%; Nations North Carolina Intermediate
Municipal Bond Fund -- 0.13%; Nations North Carolina Municipal Bond
Fund -- 0.23%; Nations South Carolina Intermediate Municipal Bond Fund -- 0.18%;
Nations South Carolina Municipal Bond Fund -- 0.10%; Nations Tennessee
Intermediate Municipal Bond Fund -- 0%; Nations Tennessee Municipal Bond
Fund -- 0%; Nations Texas Intermediate Municipal Bond Fund -- 0.11%; Nations
Texas Municipal Bond Fund -- 0.12%; Nations Virginia Intermediate Municipal Bond
Fund -- 0.24%; and Nations Virginia Municipal Bond Fund -- 0.16%.

For the fiscal period ended March 31, 1996, NationsBank reimbursed expenses at
the indicated rates of the following Funds' average daily net assets: Nations
Georgia Municipal Bond Fund -- 0.02%; Nations Maryland Municipal Bond
Fund -- 0.16%; Nations South Carolina Municipal Bond Fund -- 0.01%; Nations
Tennessee Municipal Bond Fund -- 0.19%.

For the fiscal period from June 1, 1995 to December 31, 1995, after waivers,
Nations Fund, Inc. paid NationsBank under a prior Investment Advisory Agreement
advisory fees at the indicated rates of the following Funds' average daily net
assets: Nations Prime Fund -- 0.18%; Nations Treasury Fund -- 0.18%; Nations
Equity Income Fund -- 0.67%; Nations International Equity Fund -- 0.22%; and
Nations Government Securities Fund -- 0.48%.

For the fiscal period from June 30, 1995 to December 31, 1995, after waivers,
Nations Portfolios paid NationsBank under a prior Investment Advisory Agreement
advisory fees at the indicated rates of the following Funds' average daily net
assets: Nations Emerging Markets Fund -- 0.25%; Nations Pacific Growth Fund --
0.20%; and Nations Global Government Income Fund -- 0.16%.

For the fiscal period from January 1, 1996 to March 31, 1996, after waivers,
Nations Fund Trust paid NBAI under the current Investment Advisory Agreement
advisory fees at the indicated rates of the following Funds' average daily net
assets: Nations Government Money Market Fund -- 0.12%; Nations Tax Exempt
Fund -- 0.13%; Nations Value Fund -- 0.75%; Nations Capital Growth
Fund -- 0.75%; Nations Emerging Growth Fund -- 0.75%; Nations Disciplined Equity
Fund -- 0.75%; Nations Equity Index Fund -- 0.09%; Nations Balanced Assets
Fund -- 0.75% Nations Short-Intermediate Government Fund -- 0.37%; Nations
Short-Term Income Fund -- 0.27%; Nations Diversified Income Fund -- 0.50%;
Nations Strategic Fixed Income Fund -- 0.50%; Nations Municipal Income
Fund -- 0.30%; Nations Short-Term Municipal Income Fund -- 0.06%; Nations
Intermediate Municipal Bond Fund -- 0.17%; Nations Florida Intermediate
Municipal Bond Fund -- 0.14%; Nations Florida Municipal Bond Fund -- 0.26%;
Nations Georgia Intermediate Municipal Bond Fund -- 0.17%; Nations Georgia
Municipal Bond Fund -- 0.10%; Nations Maryland Intermediate Municipal Bond
Fund -- 0.20%; Nations Maryland Municipal Bond Fund -- 0%; Nations North
Carolina Intermediate Municipal Bond Fund -- 0.13%; Nations North Carolina
Municipal Bond Fund -- 0.23%; Nations South Carolina Intermediate Municipal Bond
Fund -- 0.18%; Nations
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South Carolina Municipal Bond Fund -- 0.10%; Nations Tennessee Intermediate
Municipal Bond Fund -- 0%; Nations Tennessee Municipal Bond Fund -- 0%; Nations
Texas Intermediate Municipal Bond Fund -- 0.11%; Nations Texas Municipal Bond
Fund -- 0.12%; Nations Virginia Intermediate Municipal Bond Fund -- 0.24%; and
Nations Virginia Municipal Bond Fund -- 0.16%.

For the fiscal period from January 1, 1996 to March 31, 1996, after waivers,
Nations Fund, Inc. paid NBAI under the current Investment Advisory Agreement
advisory fees at the indicated rates of the following Funds' average daily net
assets: Nations Prime Fund -- 0.18%; Nations Treasury Fund -- 0.18%; Nations
Equity Income Fund -- 0.67%; Nations International Equity Fund -- 0.22%; and
Nations Government Securities Fund -- 0.48%.

For the fiscal period from January 1, 1996 to March 31, 1996, after waivers,
Nations Portfolios paid NBAI under the current Investment Advisory Agreement
advisory fees at the indicated rates of the following Funds' average daily net
assets: Nations Emerging Markets Fund -- 0.25%; Nations Pacific Growth
Fund -- 0.20%; and Nations Global Government Income Fund -- 0.16%.

For the fiscal period from January 1, 1996 to March 31, 1996, after waivers,
NBAI paid TradeStreet under the current Sub-Advisory Agreement sub-advisory fees
at the indicated rates of the following Funds' average daily net assets: Nations
Government Money Market Fund -- 0.055%; Nations Tax Exempt Fund -- 0.055%;
Nations Value Fund -- 0.25%; Nations Capital Growth Fund -- 0.25%; Nations
Emerging Growth Fund -- 0.25%; Nations Disciplined Equity Fund -- 0.25%; Nations
Equity Index Fund -- 0.10%; Nations Balanced Assets Fund -- 0.25%; Nations
Short-Intermediate Government Fund -- 0.15%; Nations Short-Term Income
Fund -- 0.15%; Nations Diversified Income Fund -- 0.15%; Nations Strategic Fixed
Income Fund -- 0.15%; Nations Municipal Income Fund -- 0.07%; Nations Short-Term
Municipal Income Fund -- 0.07%; Nations Intermediate Municipal Bond
Fund -- 0.07%; Nations Florida Intermediate Municipal Bond Fund -- 0.07%;
Nations Florida Municipal Bond Fund -- 0.07%; Nations Georgia Intermediate
Municipal Bond Fund -- 0.07%; Nations Georgia Municipal Bond Fund -- 0.07%;
Nations Maryland Intermediate Municipal Bond Fund -- 0.07%; Nations Maryland
Municipal Bond Fund -- 0.07%; Nations North Carolina Intermediate Municipal Bond
Fund -- 0.07%; Nations North Carolina Municipal Bond Fund -- 0.07%; Nations
South Carolina Intermediate Municipal Bond Fund -- 0.07%; Nations South Carolina
Municipal Bond Fund -- 0.07%; Nations Tennessee Intermediate Municipal Bond
Fund -- 0.07%; Nations Tennessee Municipal Bond Fund -- 0.07%; Nations Texas
Intermediate Municipal Bond Fund -- 0.07%; Nations Texas Municipal Bond
Fund -- 0.07%; Nations Virginia Intermediate Municipal Bond Fund -- 0.07%;
Nations Virginia Municipal Bond Fund -- 0.07%; Nations Prime Fund -- 0.055%;
Nations Treasury Fund -- 0.055%; Nations Equity Income Fund -- .20%; and Nations
Government Securities Fund -- 0.30%.

For the fiscal period from June 1, 1995 to March 31, 1996, after waivers, NBAI
paid Gartmore or its predecessors sub-advisory fees at the rate of 0.67% of the
average daily net assets of Nations International Equity Fund. For the fiscal
period from January 1, 1996 to March 31, 1996, after waivers, NBAI paid Gartmore
or its predecessors sub-advisory fees at the indicated rates of the following
Funds' average daily net assets: Nations Emerging Markets Fund -- 0.85%; Nations
Pacific Growth Fund -- 0.70%; and Nations Global Government Income
Fund -- 0.54%.

Melinda Allen Crosby is a Product Manager, Municipal Fixed Income Management for
TradeStreet and is Portfolio Manager for Nations Tax Exempt Fund. She has been
Portfolio Manager for Nations Tax Exempt Fund since 1991. Prior to assuming her
position with TradeStreet, she was Vice President and Portfolio Manager for the
Investment Management Group at NationsBank. She has worked in the investment
community since 1973. Her past experience includes consulting and municipal
credit analysis for NationsBank Capital Markets. Ms. Crosby received a B.A. in
Business Administration from the University of North Carolina at Charlotte and
an M.B.A. from the McColl School of Business, Queens College. She was a founding
member and past president of the Southern Municipal Finance Society and
participated in the establishment of the National Federation of Municipal
Analysts.

Sandra L. Duck is a Product Manager, Money Market Management for TradeStreet and
is Portfolio Manager for Nations Treasury Fund and Nations Government Money
Market Fund. She has been Portfolio Manager for the Funds since 1993. Prior to
assuming her position with TradeStreet, she was Vice President and Portfolio
Manager for the Investment Management Group at NationsBank. Ms. Duck has worked
in the investment community since 1980. Her past experience includes product
management and trading for Interstate/Johnson Lane and First Charlotte
Corporation. Ms. Duck graduated from King's College.

Greg W. Golden is a Structured Products Manager, Equity Management for
TradeStreet and is Portfolio Manager for Nations Equity Index Fund. He has been
Portfolio Manager for Nations Equity Index Fund since 1993. Prior to assuming
his position with TradeStreet, he was Vice President and Structured Products
Manager for the Investment Management Group at NationsBank. He has worked in the
investment community since 1990. His past experience includes portfolio
management, derivatives management and quantitative analysis for the Investment
Management Group at NationsBank and Sovran Bank of Tennessee. Mr. Golden
received a B.B.A.
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in Finance from Belmont University. He is a Chartered Financial Analyst
candidate and a member of the Association for Investment Management and Research
as well as the North Carolina Society of Financial Analysts, Inc.

Martha L. Sherman is a Senior Product Manager, Money Market Management for
TradeStreet and is Senior Portfolio Manager for Nations Prime Fund. She has been
Portfolio Manager of the Nations Prime Fund since 1988. Prior to assuming her
position with TradeStreet, she was Vice President and Senior Portfolio Manager
for the Investment Management Group at NationsBank. Ms. Sherman has worked in
the investment community since 1981. Her past experience includes investment
research for William Lowry & Associates. Ms. Sherman received a B.S. in Business
Administration from the University of Texas at Dallas.

Sharon M. Herrmann, CFA, is a Director of Equity Management for TradeStreet and
Senior Portfolio Manager for Nations Value Fund. Ms. Herrmann has been the
Portfolio Manager of Nations Value Fund since 1989. Prior to assuming her
position with TradeStreet, she was Senior Vice President and Portfolio Manager
for the Investment Management Group at NationsBank. Ms. Herrmann has worked for
the Investment Management Group at NationsBank since 1981 where her
responsibilities included fund management and institutional portfolio
management. She attended Virginia Wesleyan College. Ms. Herrmann holds the
Chartered Financial Analyst designation and is a member of the Association for
Investment Management and Research as well as the North Carolina Society of
Financial Analysts, Inc.

Eric S. Williams, CFA, is a Senior Product Manager, Equity Management for
TradeStreet and Senior Portfolio Manager for Nations Equity Income Fund. Mr.
Williams has been the Portfolio Manager for Nations Equity Income Fund since
1991. Prior to assuming his position with TradeStreet, he was Senior Vice
President and Senior Portfolio Manager for the Investment Management Group at
NationsBank. He has worked in the investment community since 1980. His past
experience includes fund analysis and portfolio management for National Bank of
Detroit. Mr. Williams received a B.S. in Accounting from East Carolina
University, Summa Cum Laude and an M.B.A. from Indiana University. He holds the
Chartered Financial Analyst designation, is on the Advisory Board of Indiana
University's Investment Management Academy, and is a member of the Association
for Investment Management and Research as well as the North Carolina Society of
Financial Analysts, Inc.

Stephen Watson is Principal Portfolio Manager of Nations International Equity
Fund and has been the Portfolio Manager since February, 1995. He joined Gartmore
as a Global Fund Manager in 1993 and currently holds the position of Head of the
International and Global Portfolio Team. Previously, Mr. Watson was a director
and global fund manager with James Capel Fund Managers, London, as well as
Client Services Manager for international clients. From 1980 to 1987 he
associated with Capel-Cure Myers in their Portfolio Management Division. He
began his career in 1976 when he joined the investment division at Samuel
Montagu. Mr. Watson is a member of the Securities Institute.

Philip Ehrmann is Principal Portfolio Manager of Nations Emerging Markets Fund
and is the Head of the Gartmore Emerging Markets Team. He has been the Portfolio
Manager for the Fund since 1995. Prior to joining Nations Gartmore in 1995, Mr.
Ehrmann was the Director of Emerging Markets for Invesco in London. He began his
career in 1981 as an institutional stockbroker with Rowe & Pitman Inc. and also
spent a brief period with Prudential Bache Securities as an institutional
salesman before joining Invesco in 1984. Mr. Ehrmann graduated from the London
School of Economics with a degree in Economics, Industry and Trade.

Seok Teoh is Principal Portfolio Manager of Nations Pacific Growth Fund and has
been the Portfolio Manager since the Fund's inception. She has been associated
with Gartmore since 1990 as the London based manager on its Far East Team.
Previously, Ms. Teoh managed Far East equities for Rothschild Asset Management
in Tokyo and in Singapore. She was also responsible for Singaporean and
Malaysian equity sales at Overseas Union Bank Securities in Singapore. Ms. Teoh,
who is a native of Singapore, is fluent in Mandarin and Cantonese and received
an Economics degree from the University of Durham.

Philip J. Sanders, CFA, is a Senior Product Manager, Equity Management for
TradeStreet and Senior Portfolio Manager for Nations Capital Growth Fund. Mr.
Sanders has been Portfolio Manager for Nations Capital Growth Fund since 1995.
Prior to assuming his position with TradeStreet, he was Senior Vice President
and Senior Portfolio Manager for the Investment Management Group at NationsBank.
Mr. Sanders has worked in the financial investment community since 1981. His
past experience includes portfolio management, equity research and financial
analysis for the Investment Management Group at NationsBank and Duke Power
Company. Mr. Sanders received a B.A. in Economics from the University of
Michigan and an M.B.A. from University of North Carolina at Charlotte. He holds
the Chartered Financial Analyst designation and is a member of the Association
for Investment Management and Research as well as the North Carolina Society of
Financial Analysts, Inc.

C. Thomas Clapp, CFA, is Director of the Equity Management Group for TradeStreet
and Portfolio Manager of Nations Emerging Growth Fund. Mr. Clapp has been
Portfolio Manager for Nations Emerging Growth Fund since September, 1996. Prior
to assuming his position with TradeStreet in 1995, he was Senior Vice President
and Director of Research for the Investment
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Management Group at NationsBank. Prior to joining NationsBank in 1992, Mr. Clapp
was a Senior Portfolio Manager with Royal Insurance Group. Mr. Clapp has worked
in the investment community since 1984. He received his B.A. in Economics from
the University of North Carolina at Chapel Hill and an M.B.A. from the
University of South Carolina. He also holds the Chartered Financial Analyst
designation and is a member of the Association for Investment Management and
Research and the North Carolina Society of Financial Analysts, Inc.

Jeffery C. Moser, CFA, is a Senior Product Manager, Equity Management for
TradeStreet and Senior Portfolio Manager for Nations Disciplined Equity Fund.
Mr. Moser has been Portfolio Manager of the Nations Disciplined Equity Fund
since 1995. Prior to assuming his position with TradeStreet, he was Senior Vice
President and Senior Portfolio Manager for the Investment Management Group at
NationsBank. Mr. Moser has worked for the Investment Management Group at
NationsBank since 1983 where his responsibilities included institutional
portfolio management and equity analysis. Mr. Moser graduated Phi Beta Kappa
with a B.S. in Mathematics from Wake Forest University. He holds the Chartered
Financial Analyst designation and is a member of the Association for Investment
Management and Research as well as the North Carolina Society of Financial
Analysts, Inc.

Julie L. Hale, CFA, is a Senior Product Manager, Equity Management for
TradeStreet and Senior Portfolio Manager for Nations Balanced Assets Fund. Ms.
Hale has been Portfolio Manager for the Nations Balanced Assets Fund since 1995.
Prior to assuming her position with TradeStreet, she was Vice President and
Senior Portfolio Manager for the Investment Management Group at NationsBank. She
has worked in the investment community since 1981. Her past experience includes
research analysis and portfolio management for Mercantile Safe Deposit and
Trust, and National City Bank. Ms. Hale received a B.S. in Business and Finance
from Mount St. Mary's College and an M.B.A. from Kent State University. She
holds the Chartered Financial Analyst designation and is a member of the
Association for Investment Management and Research as well as the North Carolina
Society of Security Analysts, Inc. She is also a member of the National
Association for Petroleum Investment Analysts and the World Affairs Council of
Washington, D.C.

Mark Rimmer is Principal Portfolio Manager of the Nations Global Government
Income Fund and has been the Portfolio since the Fund's inception. He has been
associated with Gartmore since 1990 as an International Fixed Income Fund
Manager. Previously, Mr. Rimmer managed multi-currency funds for institutional
clients at Gulf International Bank in Bahrain, and prior to that he was a senior
trader for Sumitomo Finance International, London. He graduated from Cambridge
University with a degree in Economics.

Gregory H. Cobb is a Senior Product Manager, Fixed Income Management for
TradeStreet and Senior Portfolio Manager for Nations Strategic Fixed Income
Fund. Mr. Cobb has been Portfolio Manager for Nations Strategic Fixed Income
Fund since 1995. Prior to assuming his position with TradeStreet, he was Vice
President and Senior Portfolio Manager for the Investment Management Group at
NationsBank. Mr. Cobb has worked in the investment community since 1987. His
past experience includes portfolio management of intermediate duration and
insurance products for Trust Company Bank and Barnett Bank Trust Company Inc.
Mr. Cobb received a B.A. in Economics from the University of North Carolina at
Chapel Hill.

Mark S. Ahnrud, CFA, is a Director of Fixed Income Management for TradeStreet
and the Senior Portfolio Manager for Nations Diversified Income Fund. Mr. Ahnrud
has been the Portfolio Manager for the Nations Diversified Income Fund since
1992. Prior to assuming his position with TradeStreet, he was Senior Vice
President and Senior Portfolio Manager for the Investment Management Group at
NationsBank. Mr. Ahnrud has worked for the Investment Management Group at
NationsBank since 1985 where his responsibilities initially included
institutional investment management sales and later involved high yield credit
analysis. Mr. Ahnrud received a dual B.S. in Finance and Investments from Babson
College and an M.B.A. from Duke University, Fuqua School of Business. He holds
the Chartered Financial Analyst designation and is a member of the Association
for Investment Management and Research as well as the North Carolina Society of
Financial Analysts, Inc.

John S. Swaim is a Senior Product Manager, Fixed Income Management for
TradeStreet and Senior Portfolio Manager for Nations Short-Intermediate
Government Fund and Nations Government Securities Fund. Mr. Swaim has been
Portfolio Manager for the Funds since 1995. Prior to assuming his position with
TradeStreet, he was Vice President and Senior Portfolio Manager for the
Investment Management Group at NationsBank. Mr. Swaim has worked in the
investment community since 1986. His past experience includes derivative
products manager for the NationsBank Texas Corporate Investment Division
portfolio. Mr. Swaim received a B.S. from University of North Texas and an
M.B.A. from University of Texas at Arlington.

Michele M. Poirier is a Senior Product Manager, Municipal Fixed Income
Management for TradeStreet and Senior Portfolio Manager for Nations Municipal
Income Fund, Nations Florida Intermediate Municipal Bond Fund, Nations Florida
Municipal Bond Fund, Nations Georgia Intermediate Municipal Bond Fund, Nations
Georgia Municipal Bond Fund, Nations South Carolina
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Intermediate Municipal Bond Fund and Nations South Carolina Municipal Bond Fund.
Ms. Poirier has been Portfolio Manager for Nations Municipal Income Fund,
Nations Florida Intermediate Municipal Bond Fund, Nations Georgia Intermediate
Municipal Bond Fund, and South Carolina Intermediate Municipal Bond Fund since
1992. She has been Portfolio Manager for the other Funds since 1993. Prior to
assuming her position with TradeStreet, she was Senior Vice President and Senior
Portfolio Manager for the Investment Management Group at NationsBank. She has
worked in the investment community since 1974. Her past experience includes
serving as Director of Trading, Institutional Sales, and Municipal Trader for
Financial Service Corporation, Bankers Trust Company and The Robinson-Humphrey
Company respectively. Ms. Poirier received a B.B.A. in Marketing from Georgia
State University.

Mathew M. Kiselak is a Product Manager, Municipal Fixed Income Management for
TradeStreet and Portfolio Manager for Nations Short-Term Municipal Income Fund,
Nations North Carolina Intermediate Municipal Bond Fund, Nations North Carolina
Municipal Bond Fund, Nations Tennessee Intermediate Municipal Bond Fund, Nations
Tennessee Municipal Bond Fund, Nations Texas Intermediate Municipal Bond Fund
and Nations Texas Municipal Bond Fund. Mr. Kiselak has been Portfolio Manager
for Nations North Carolina Intermediate Municipal Bond Fund and Nations North
Carolina Municipal Bond Fund since 1995. He has been Portfolio Manager for the
other Funds since 1994. Prior to assuming his position with TradeStreet, he was
Vice President and Portfolio Manager for the Investment Management Group at
NationsBank. He has worked in the investment community since 1987. His past
experience includes Portfolio Manager and Municipal Credit Analysis for Reich &
Tang Inc. Mr. Kiselak received a B.A. in Economics from Pace University.

John C. Kohl is a Director of Municipal Fixed Income Management and Municipal
Fixed Income Management for TradeStreet. He is responsible for overseeing all
municipal product management and is the Senior Portfolio Manager for Nations
Intermediate Municipal Bond Fund, Nations Maryland Intermediate Municipal Bond
Fund, Nations Maryland Municipal Bond Fund, Nations Virginia Intermediate
Municipal Bond Fund and Nations Virginia Municipal Bond Fund. Mr. Kohl has been
Portfolio Manager for the Funds since 1994. Prior to assuming his position with
TradeStreet, he was Senior Vice President and Senior Portfolio Manager for the
Investment Management Group at NationsBank. Mr. Kohl has worked in the
investment community since 1979. His past experience includes serving as Chief
Investment Officer for London Pacific Life & Annuity, Team Leader and Portfolio
Manager for Harris Trust and Savings Bank, and Management Consultant for
asset-liability of Continental Bank. Mr. Kohl received a joint B.A. in Economics
and North American Studies from McGill University.

Brad Pope is a Product Manager, Fixed Income Management for TradeStreet and
portfolio manager for Nations Short-Term Income Fund. He is a senior member of
the Fixed Income Team. As such, his responsibilities include setting duration
policy for the Nations Funds fixed income funds. Mr. Pope has been the portfolio
manager for Nations Short-Term Income Fund since August 1996. Prior to assuming
this position, he was a manager in the structured products area. He joined the
Investment Management Group at NationsBank, TradeStreet's predecessor
organization, in 1988. Mr. Pope has over nine years of investment experience,
including working on the trading floor of the Chicago Board of Trade. Mr. Pope
received a B.B.A. in Finance from the University of Texas at Austin.

Morrison & Foerster LLP, counsel to Nations Fund and special counsel to
NationsBank has advised Nations Fund and NationsBank that NationsBank and its
affiliates may perform the services contemplated by the various Investment
Advisory Agreements and this Prospectus without violation of the Glass-Steagall
Act. Such counsel has pointed out, however, that there are no controlling
judicial or administrative interpretations or decisions and that future judicial
or administrative interpretations of, or decisions relating to, present federal
or state statutes, including the Glass-Steagall Act, and regulations relating to
the permissible activities of banks and their subsidiaries or affiliates, as
well as future changes in such federal or state statutes, regulations and
judicial or administrative decisions or interpretations, could prevent such
entities from continuing to perform, in whole or in part, such services. If any
such entity were prohibited from performing any of such services, it is expected
that new agreements would be proposed or entered into with another entity or
entities qualified to perform such services.

OTHER SERVICE PROVIDERS: Stephens Inc. ("Stephens"), with principal offices at
111 Center Street, Little Rock, Arkansas 72201, serves as the administrator of
Nations Fund pursuant to Administration Agreements. Pursuant to the terms of the
Administration Agreements, Stephens provides various administrative and
corporate secretarial services to the Funds, including providing general
oversight of other service providers, office space, utilities and various legal
and administrative services in connection with the satisfaction of various
regulatory requirements applicable to the Funds.

First Data Investor Services Group, Inc. ("First Data"), formerly The
Shareholder Services Group, Inc., a wholly owned subsidiary of First Data
Corporation, with principal offices at One Exchange Place, Boston, Massachusetts
02109, serves as the co-administrator of Nations Fund pursuant to
Co-Administration Agreements. Under the Co-Administration Agreements, First Data
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provides various administrative and accounting services to the Funds including
performing the calculations necessary to determine net asset value per share and
dividends, preparing tax returns and financial statements and maintaining the
portfolio records and certain of the general accounting records for the Funds.
For the services rendered pursuant to the Administration and Co-Administration
Agreements, Stephens and First Data are entitled to receive a combined fee at
the annual rate of up to 0.10% of each Fund's average daily net assets.

For the fiscal period from December 1, 1995 to March 31, 1996, after waivers,
Nations Fund Trust paid its administrators combined fees at the indicated rates
of the following Funds' average daily net assets: Nations Government Money
Market Fund, Nations Tax Exempt Fund -- 0.10%; Nations Value Fund, Nations
Capital Growth Fund, Nations Emerging Growth Fund, Nations Disciplined Equity
Fund, Nations Equity Index Fund, Nations Balanced Assets Fund, Nations
Short-Intermediate Government Fund, Nations Short-Term Income Fund, Nations
Diversified Income Fund, Nations Strategic Fixed Income Fund, Nations Municipal
Income Fund, Nations Short-Term Municipal Income Fund, Nations Intermediate
Municipal Bond Fund, Nations Florida Intermediate Municipal Bond Fund, Nations
Florida Municipal Bond Fund, Nations Georgia Intermediate Municipal Bond Fund,
Nations Georgia Municipal Bond Fund, Nations Maryland Intermediate Municipal
Bond Fund, Nations Maryland Municipal Bond Fund, Nations North Carolina
Intermediate Municipal Bond Fund, Nations North Carolina Municipal Bond Fund,
Nations South Carolina Intermediate Municipal Bond Fund, Nations South Carolina
Municipal Bond Fund, Nations Tennessee Intermediate Municipal Bond Fund, Nations
Tennessee Municipal Bond Fund, Nations Texas Intermediate Municipal Bond Fund,
Nations Texas Municipal Bond Fund, Nations Virginia Intermediate Municipal Bond
Fund, and Nations Virginia Municipal Bond Fund -- 0.10%.

For the fiscal period from June 1, 1995 to March 31, 1996, after waivers,
Nations Fund, Inc. paid its administrator combined fees at the indicated rates
of the following Funds' average daily net assets: Nations Prime Fund -- 0.06%;
Nations Treasury Fund -- 0.05%; Nations Equity Income Fund -- 0.10%; Nations
International Equity Fund -- 0.10%; and Nations Government Securities
Fund -- 0.10%.

For the fiscal period from June 30, 1995 to March 31, 1996, after waivers,
Nations Portfolios paid its administrator combined fees at the rate of 0.10% of
the average daily net assets of Nations Pacific Growth Fund, Nations Emerging
Markets Fund and Nations Global Government Fund.

NationsBank serves as sub-administrator for Nations Fund pursuant to a
Sub-Administration Agreement. Pursuant to the terms of the Sub-Administration
Agreement, NationsBank assists Stephens in supervising, coordinating and
monitoring various aspects of the Funds' administrative operations. For
providing such services, NationsBank shall be entitled to receive a monthly fee
from Stephens based on an annual rate of .01% of the Funds' average daily net
assets.

Shares of the Funds are sold on a continuous basis by Stephens, as the Funds'
sponsor and distributor. Stephens is a registered broker/dealer with principal
offices at 111 Center Street, Little Rock, Arkansas 72201. Nations Fund has
entered into distribution agreements with Stephens which provide that Stephens
has the exclusive right to distribute shares of the Funds. Stephens may pay
service fees or commissions to Institutions which assist customers in purchasing
Primary A Shares of the Funds.

NationsBank of Texas, N.A. ("NationsBank of Texas" and, collectively with The
Bank of New York ("BONY"), called "Custodians") serves as custodian for the
assets of each Fund, except those indicated below. NationsBank of Texas is
located at 1401 Elm Street, Dallas, Texas 75202, and is a wholly owned
subsidiary of NationsBank Corporation. In return for providing custodial
services, NationsBank of Texas is entitled to receive, in addition to
out-of-pocket expenses, fees at the rate of (i) $300,000 per annum, to be paid
monthly in payments of $25,000 for custodian services for up to and including 50
Funds; and (ii) $6,000 per annum, to be paid in equal monthly payments, for
custodian services for each additional Fund above 50 Funds.

BONY, Avenue des Arts, 35 1040 Brussels, Belgium, serves as custodian for the
assets of the Nations International Equity Fund, Nations Emerging Markets Fund,
Nations Pacific Growth Fund and Nations Global Government Income Fund.

BONY has entered into an agreement with each of the Funds and NationsBank of
Texas, N.A., whereby BONY will serve as sub-custodian ("Sub-Custodian") for the
assets of all Funds except those listed previously, for which BONY is already
serving as custodian.

BONY is located at 90 Washington Street, New York, New York 10286. In return for
providing sub-custodial services, BONY shall receive, in addition to out of
pocket expenses, fees at the rate of (i) 3/4 of one basis point per annum on the
aggregate net assets of all Nations' Non-Money Market Funds up to $10 billion;
and (ii) 1/2 of one basis point on the excess.

First Data serves as transfer agent (the "Transfer Agent") for the Funds'
Primary A Shares. The Transfer Agent is located at One Exchange Place, Boston,
Massachusetts 02109. NationsBank of Texas also serves as the sub-transfer agent
for each Fund's Primary A Shares and is entitled to receive an annual fee of
$251,000 from First Data for performing such services.
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Price Waterhouse LLP serves as independent accountant to Nations Funds. Its
address is 160 Federal Street, Boston, Massachusetts 02110.

EXPENSES: The accrued expenses of each Fund are deducted from the Fund's total
accrued income before dividends are declared. These expenses include, but are
not limited to: fees paid to the Adviser, NationsBank, Stephens and First Data;
taxes; interest; fees (including fees paid to Nations Fund's trustees, directors
and officers); federal and state securities registration and qualification fees;
brokerage fees and commissions; costs of preparing and printing prospectuses for
regulatory purposes and for distribution to existing shareholders; charges of
the Custodians and Transfer Agent; certain insurance premiums; outside auditing
and legal expenses; costs of shareholder reports and shareholder meetings; other
expenses which are not expressly assumed by the Adviser, NationsBank, Stephens
or First Data under their respective agreements with Nations Fund; and any
extraordinary expenses. Any general expenses of Nations Fund Trust, Nations
Fund, Inc. and/or Nations Portfolios that are not readily identifiable as
belonging to a particular investment portfolio are allocated among all
portfolios in the proportion that the assets of a portfolio bears to the assets
of Nations Fund Trust, Nations Fund, Inc. and/or Nations Portfolios or in such
other manner as the Board of Trustees or the relevant Board of Directors
determines is fair and equitable.

   Organization And History

The Funds are members of the Nations Fund Family, which consists of Nations Fund
Trust, Nations Fund, Inc., Nations Portfolios and Nations Institutional
Reserves. The Nations Fund Family currently has more than 43 distinct investment
portfolios and total assets in excess of $18 billion.
NATIONS FUND TRUST: Nations Fund Trust was organized as a Massachusetts business
trust on May 6, 1985. Nations Fund Trust's fiscal year end is March 31; prior to
1996, Nations Fund Trust's fiscal year end was November 30. The Money Market
Funds currently offer six classes of shares -- Primary A Shares, Primary B
Shares, Investor A Shares, Investor B Shares, Investor C Shares and Investor D
Shares. The Non-Money Market Funds currently offer five classes of
shares -- Primary A Shares, Primary B Shares, Investor A Shares, Investor C
Shares and Investor N Shares. Certain Funds, however, do not offer shares of
each class. This Prospectus relates only to the Primary A Shares of the
following funds of Nations Fund Trust: Nations Government Money Market Fund,
Nations Tax Exempt Fund, Nations Value Fund, Nations Capital Growth Fund,
Nations Emerging Growth Fund, Nations Disciplined Equity Fund, Nations Equity
Index Fund, Nations Balanced Assets Fund, Nations Short-Intermediate Government
Fund, Nations Short-Term Income Fund, Nations Diversified Income Fund, Nations
Strategic Fixed Income Fund, Nations Municipal Income Fund, Nations Short-Term
Municipal Income Fund, Nations Intermediate Municipal Bond Fund, Nations Florida
Intermediate Municipal Bond Fund, Nations Georgia Intermediate Municipal Bond
Fund, Nations Maryland Intermediate Municipal Bond Fund, Nations North Carolina
Intermediate Municipal Bond Fund, Nations South Carolina Intermediate Municipal
Bond Fund, Nations Tennessee Intermediate Municipal Bond Fund, Nations Texas
Intermediate Municipal Bond Fund, Nations Virginia Intermediate Municipal Bond
Fund, Nations Florida Municipal Bond Fund, Nations Georgia Municipal Bond Fund,
Nations Maryland Municipal Bond Fund, Nations North Carolina Municipal Bond
Fund, Nations South Carolina Municipal Bond Fund, Nations Tennessee Municipal
Bond Fund, Nations Texas Municipal Bond Fund and Nations Virginia Municipal Bond
Fund. To obtain additional information regarding the Funds' other classes of
shares which may be available to you, contact your Institution (as defined
below) or Nations Fund at 1-800-626-2275.

Each share of Nations Fund Trust is without par value, represents an equal
proportionate interest in the related fund with other shares of the same class,
and is entitled to such dividends and distributions out of the income earned on
the assets belonging to such fund as are declared in the discretion of Nations
Fund Trust's Board of Trustees. Nations Fund Trust's Declaration of Trust
authorizes the Board of Trustees to classify or reclassify any class of shares
into one or more series of shares.

Shareholders are entitled to one vote for each full share held and a
proportionate fractional vote for each fractional share held. Shareholders of
each fund of Nations Fund Trust will vote in the aggregate and not by fund, and
shareholders of each fund will vote in the aggregate and not by class except as
otherwise expressly required by law or when the Board of Trustees determines
that the matter to be voted on affects only the interests of shareholders of a
particular fund or class. See Nations Fund Trust's SAI for examples of when the
1940 Act requires voting by fund.

As of July 15, 1996, NationsBank and its affiliates possessed or shared power to
dispose or vote with respect to more than 25% of the outstanding shares of
Nations Fund Trust and therefore could be considered to be a controlling person
of Nations Fund Trust for purposes of the 1940 Act. For more detailed
information concerning the percentage of each class or series of shares over
which NationsBank and its affiliates possessed or shared
                                                                        63

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power to dispose or vote as of a certain date, see Nations Fund Trust's SAI.

Nations Fund Trust does not presently intend to hold annual meetings except as
required by the 1940 Act. Shareholders will have the right to remove Trustees.
Nations Fund Trust's Code of Regulations provides that special meetings of
shareholders shall be called at the written request of the shareholders entitled
to vote at least 10% of the outstanding shares of Nations Fund Trust entitled to
be voted at such meeting.

NATIONS FUND, INC.: Nations Fund, Inc. was incorporated in Maryland on December
13, 1983, but had no operations prior to December 15, 1986. Nations Fund, Inc.'s
fiscal year end is March 31; prior to 1996, Nations Fund, Inc.'s fiscal year end
was May 31. As of the date of this Prospectus, the authorized capital stock of
Nations Fund, Inc. consists of 270,000,000,000 shares of common stock, par value
of $.001 per share, which are divided into series or funds each of which
consists of separate classes of shares. This Prospectus relates only to the
Primary A Shares of the following funds of Nations Fund, Inc.: Nations Prime
Fund, Nations Treasury Fund, Nations Equity Income Fund, Nations International
Equity Fund and Nations Government Securities Fund. To obtain additional
information regarding the Funds' other classes of shares which may be available
to you, contact your Institution (as defined below) or Nations Fund at
1-800-626-2275.

Shares of each fund and class have equal rights with respect to voting, except
that the holders of shares of a particular fund or class will have the exclusive
right to vote on matters affecting only the rights of the holders of such fund
or class. In the event of dissolution or liquidation, holders of each class will
receive pro rata, subject to the rights of creditors, (a) the proceeds of the
sale of that portion of the assets allocated to that class held in the
respective fund of Nations Fund, Inc., less (b) the liabilities of Nations Fund,
Inc. attributable to the respective fund or class or allocated among the funds
or classes based on the respective liquidation value of each fund or class.

Shareholders of Nations Fund, Inc. do not have cumulative voting rights, and
therefore the holders of more than 50% of the outstanding shares of all funds
voting together for election of directors may elect all of the members of the
Board of Directors of Nations Fund, Inc. Meetings of shareholders may be called
upon the request of 10% or more of the outstanding shares of Nations Fund, Inc.
There are no preemptive rights applicable to any of Nations Fund, Inc.'s shares.
Nations Fund, Inc.'s shares, when issued, will be fully paid and non-assessable.

As of July 15, 1996, NationsBank and its affiliates possessed or shared power to
dispose of or vote with respect to more than 25% of the outstanding shares of
Nations Fund, Inc. and therefore could be considered to be a controlling person
of Nations Fund, Inc. for purposes of the 1940 Act. For more detailed
information concerning the percentage of each class or series over which
NationsBank and its affiliates possessed or shared power to dispose or vote as
of a certain date, see Nations Fund, Inc.'s SAI. It is anticipated that Nations
Fund, Inc. will not hold annual shareholder meetings on a regular basis unless
required by the 1940 Act or Maryland law.

NATIONS PORTFOLIOS: Nations Portfolios was incorporated in Maryland on January
23, 1995. Nations Portfolios' fiscal year end is March 31. As of the date of
this Prospectus, the authorized capital stock of Nations Portfolios consists of
150,000,000,000 shares of common stock, par value of $.001 per share, which are
divided into series or funds each of which consists of separate classes of
shares. This Prospectus relates only to the Primary A Shares of Nations Emerging
Markets Fund, Nations Pacific Growth Fund and Nations Global Government Income
Fund of Nations Portfolios. To obtain additional information regarding the
Funds' other classes of shares which may be available to you, contact your
Institution (as defined below) or Nations Fund at 1-800-626-2275.

Shares of a fund and class have equal rights with respect to voting, except that
the holders of shares of a fund or class will have the exclusive right to vote
on matters affecting only the rights of the holders of such fund or class. In
the event of dissolution or liquidation, holders of each class will receive pro
rata, subject to the rights of creditors, (a) the proceeds of the sale of that
portion of the assets allocated to that class held in the respective fund of
Nations Portfolios, less (b) the liabilities of Nations Portfolios attributable
to the respective fund or class or allocated among the funds or classes based on
the respective liquidation value of each fund or class.

Shareholders of Nations Portfolios do not have cumulative voting rights, and
therefore the holders of more than 50% of the outstanding shares of all funds
voting together for election of directors may elect all of the members of the
Board of Directors of Nations Portfolios. Meetings of shareholders may be called
upon the request of 10% or more of the outstanding shares of Nations Portfolios.
There are no preemptive rights applicable to any of Nations Portfolios' shares.
Nations Portfolios' shares, when issued, will be fully paid and non-assessable.

As of July 15, 1996, NationsBank and its affiliates possessed or shared power to
dispose of or vote with respect to more than 25% of the outstanding shares of
Nations Portfolios and, therefore, could be considered to be a controlling
person of Nations Portfolios for purposes of the 1940 Act. For more detailed
information concerning the percentage of each class or series over which
NationsBank and its affiliates possessed or shared power to dispose or vote as
of a certain date, see Nations
64

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Portfolios' SAI. It is anticipated that Nations Portfolios will not hold annual
shareholder meetings on a regular basis unless required by the 1940 Act or
Maryland law.

Because this Prospectus combines disclosures on three separate investment
companies, there is a possibility that one investment company could become
liable for a misstatement, inaccuracy or incomplete disclosure in this
Prospectus concerning the other investment company. Nations Fund Trust, Nations
Fund, Inc. and Nations Portfolios have entered into an indemnification agreement
that creates a right of indemnification from the investment company responsible
for any such misstatement, inaccuracy or incomplete disclosure that may appear
in this Prospectus.

PENDING LEGAL PROCEEDINGS: A purported class action lawsuit against, among
others, Nations Government Securities Fund and Nations Short-Intermediate
Government Fund was filed by Lawrence Bergelt on May 21, 1996. The complaint was
amended and consolidated on July 11, 1996 in the United States District Court
for the Middle District of Florida, Tampa Division by Mr. Bergelt and others in
an action against the two funds, NationsBank Corporation and certain of its
affiliates, Dean Witter Distributors and certain of its affiliates, and Stephens
Inc. (Case No. 94-995-Civ.-T-23E). As relevant to Nations Government Securities
Fund and Nations Short-Intermediate Government Fund, plaintiffs allege that,
among other things, defendants violated the Securities Exchange Act of 1934 and
various state securities fraud statutes by employing a scheme to defraud
plaintiffs into purchasing shares of the funds and making untrue statements of
material fact and omitting to state material facts in connection with sales of
shares of the funds. Plaintiffs further allege that, among other things,
defendants concealed the risks associated with such funds by blurring the
distinctions between banks and non-bank subsidiaries and by obscuring the
differences between traditional, federally insured bank products and uninsured,
non-depository products.

About Your Investment

   How To Buy Shares

There is a minimum initial investment of $500,000 for each record holder; there
is no minimum subsequent investment.

Primary A Shares may be sold to NationsBank and its affiliates acting on behalf
of bona fide trust customers. Primary A Shares also may be sold to employee
benefit plans, charitable foundations, endowments and to other funds in the
Nations Fund Family.

Primary A Shares are sold at net asset value without the imposition of a sales
charge. Financial institutions ("Institutions") acting on behalf of their
customers ("Customers") may establish certain procedures for processing
Customers' purchase orders and may charge their Customers for services provided
to them in connection with their investments.

Purchases of the Money Market Funds may be effected on days on which the Federal
Reserve Bank of New York is open for business (a "Bank Business Day"). Purchases
of the Non-Money Market Funds may be effected on days on which the New York
Stock Exchange (the "Exchange") is open for business (a "NYSE Business Day").
Unless otherwise specified, the term Business Day in this Prospectus refers to a
Bank Business Day with respect to a Money Market Fund, and a NYSE Business Day
with respect to a Non-Money Market Fund.

Nations Fund and Stephens reserve the right to reject any purchase order. The
issuance of Primary A Shares is recorded on the books of the Funds, and share
certificates are not issued. It is the responsibility of Institutions, when
applicable, to record beneficial ownership of Primary A Shares and to reflect
such ownership in the account statements provided to their Customers.

EFFECTIVE TIME OF PURCHASES -- MONEY MARKET FUNDS: Purchases will be effected
only when federal funds are available for investment on the Business Day the
purchase order is received by Stephens or by the Transfer Agent. A purchase
order must be received by Stephens or by the Transfer Agent by 3:00 p.m.,
Eastern time (12 noon, Eastern time, with respect to Nations Tax Exempt Fund and
Nations Government Money Market Fund). A purchase order received by Stephens or
the Transfer Agent after such time will not be accepted; notice thereof will be
given to the Institution or investor placing the order, and any funds received
will be returned promptly to the sending Institution or investor. If federal
funds are not available by 4:00 p.m., Eastern time, the order will be canceled.
Primary A Shares are purchased at the net asset value per share next determined
after receipt of the order by Stephens or by the Transfer Agent.

Institutions are responsible for transmitting orders for purchases by their
Customers, and delivering required funds, on a timely basis. It is Stephens'
responsibility to transmit orders it receives to Nations Fund.
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EFFECTIVE TIME OF PURCHASES -- NON-MONEY MARKET FUNDS: Purchase orders for
Primary A Shares in the Non-Money Market Funds which are received by Stephens or
by the Transfer Agent before the close of regular trading hours on the Exchange
(currently 4:00 p.m., Eastern time) on any Business Day are priced according to
the net asset value determined on that day but are not executed until 4:00 p.m.,
Eastern time, on the Business Day on which immediately available funds in
payment of the purchase price are received by the Fund's Custodian. Such payment
must be received no later than 4:00 p.m., Eastern time, by the third Business
Day following receipt of the order. If funds are not received by such date, the
order will not be accepted and notice thereof will be given to the Institution
or investor placing the order. Payment for orders which are not received or
accepted will be returned after prompt inquiry to the sending Institution or
investor. Primary A Shares are purchased at the net asset value per share next
determined after receipt of the order by Stephens or by the Transfer Agent.

Institutions are responsible for transmitting orders for purchases of Primary A
Shares by their Customers, and for delivering required funds, on a timely basis.
It is Stephens' responsibility to transmit orders it receives to Nations Fund.

   How To Redeem Shares

With respect to the Money Market Funds, redemption orders must be received on a
Business Day before 3:00 p.m., Eastern time (12 noon, Eastern time, with respect
to Nations Tax Exempt Fund and Nations Government Money Market Fund), and
payment will normally be wired the same day to the Institution or investor.
Nations Fund reserves the right to wire redemption proceeds within three
Business Days after receiving the redemption orders if, in the judgment of the
Adviser, an earlier payment could adversely impact a Fund. However, redemption
proceeds for shares purchased by check may not be remitted until at least 15
days after the date of purchase to ensure that the check has cleared; a
certified check, however, is deemed to be cleared immediately. Redemption orders
will not be accepted by Stephens or by the Transfer Agent after 3:00 p.m.,
Eastern time (12 noon, Eastern time, with respect to Nations Tax Exempt Fund and
Nations Government Money Market Fund) for execution on that Business Day.

With respect to the Non-Money Market Funds, redemption proceeds are normally
remitted in federal funds wired to the redeeming Institution or investor within
three Business Days following receipt of the order.

Nations Fund may redeem a shareholder's Primary A Shares if the balance in such
shareholder's account with the Fund drops below $500 as a result of redemptions,
and the shareholder does not increase the balance to at least $500 on 60 days'
written notice. If a Customer has agreed with a particular Institution to
maintain a minimum balance in his or her account at the Institution, and the
balance in such Institution account falls below that minimum, the Customer may
be obliged to redeem all or a part of his or her Primary A Shares in the Funds
to the extent necessary to maintain the required minimum balance in such
Institution account. Nations Fund also may redeem shares involuntarily or make
payment for redemption in readily marketable securities or other property under
certain circumstances in accordance with the 1940 Act.

Institutions are responsible for transmitting redemption orders to Stephens or
to the Transfer Agent and for crediting their Customers' accounts with the
redemption proceeds on a timely basis. It is the responsibility of Stephens to
transmit orders it receives to Nations Fund. No charge for wiring redemption
payments is imposed by Nations Fund, although Institutions may charge their
Customer accounts for these or other services provided in connection with the
redemption of Primary A Shares and may establish additional procedures.
Information concerning any charges or procedures is available from the
Institutions. Redemption orders are effected at the net asset value per share
next determined after acceptance of the order by Stephens or by the Transfer
Agent.
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   How To Exchange Shares

The exchange feature enables a shareholder of Primary A Shares of a Fund to
acquire Primary A Shares of another Fund when that shareholder believes that a
shift between Funds is an appropriate investment decision. An exchange of
Primary A Shares for Primary A Shares of another Fund is made on the basis of
the next calculated net asset value per share of each Fund after the exchange
order is received.

The Funds and each of the other funds of Nations Fund may limit the number of
times this exchange feature may be exercised by a shareholder within a specified
period of time. Also, the exchange feature may be terminated or revised at any
time by Nations Fund upon such notice as may be required by applicable
regulatory agencies (presently 60 days for termination or material revision),
provided that the exchange feature may be terminated or materially revised
without notice under certain unusual circumstances.

The current prospectus for each fund of Nations Fund describes its investment
objective and policies, and shareholders should obtain a copy and examine it
carefully before investing. Exchanges are subject to the minimum investment
requirement and any other conditions imposed by each fund. In the case of any
shareholder holding a share certificate or certificates, no exchanges may be
made until all applicable share certificates have been received by the Transfer
Agent and deposited in the shareholder's account. An exchange will be treated
for Federal income tax purposes the same as a redemption of shares, on which the
shareholder may realize a capital gain or loss. However, the ability to deduct
capital losses on an exchange may be limited in situations where there is an
exchange of shares within 90 days after the shares are purchased.

Nations Fund reserves the right to reject any exchange request. Only shares that
may legally be sold in the state of the investor's residence may be acquired in
an exchange. Only shares of a class that is accepting investments generally may
be acquired in an exchange.

If you have telephone exchange privileges, during periods of significant
economic or market change, such telephone exchanges may be difficult to
complete. In such event, shares may be exchanged by mailing your request
directly to the entity through which the original shares were purchased.
Investors should consult their Institution or Stephens for further information
regarding exchanges.

Primary A Shares may be exchanged by directing a request directly to the
Institution, if any, through which the original Primary A Shares were purchased
or in other cases Stephens or the Transfer Agent. Investors should consult their
Institution, Stephens, or the Transfer Agent for further information regarding
exchanges. Your exchange feature may be governed by your account agreement with
your Institution.

   How The Funds Value Their Shares

The net asset value of a share of each class is calculated by dividing the total
value of its assets, less liabilities, by the number of shares in the class
outstanding. Shares of the Money Market Funds are valued as of 3:00 p.m.,
Eastern time (1:00 p.m., Eastern time, with respect to Nations Tax Exempt Fund
and Nations Government Money Market Fund), each Bank Business Day. Shares of the
Non-Money Market Funds are valued as of the close of regular trading on the
Exchange (currently 4:00 p.m., Eastern time) on each NYSE Business Day.
Currently, the days on which the Federal Reserve Bank of New York is closed
(other than weekends) are: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Memorial Day (observed), Independence Day, Labor Day, Columbus
Day, Thanksgiving Day and Christmas Day. Currently, the days on which the
Exchange is closed (other than weekends) are: New Year's Day, Presidents' Day,
Good Friday, Memorial Day (observed), Independence Day, Labor Day, Thanksgiving
Day and Christmas Day.

The assets in the Money Market Funds are valued based upon the amortized cost
method. Although Nations Fund seeks to maintain the net asset value per share of
these Funds at $1.00, there can be no assurance that their net asset value per
share will not vary.

With respect to the Non-Money Market Funds, portfolio securities for which
market quotations are readily available are valued at market value. Short-term
investments that will mature in 60 days or less are valued at amortized cost,
which approximates market value. All other securities are valued at their fair
value following procedures approved by the Trustees or Directors.
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   How Dividends And Distributions Are Made;
   Tax Information

DIVIDENDS AND DISTRIBUTIONS

MONEY MARKET FUNDS: Dividends from net investment income of each of the Money
Market Funds are declared daily to shareholders at 3:00 p.m., Eastern time (1:00
p.m., Eastern time, with respect to Nations Tax Exempt Fund and Nations
Government Money Market Fund), on the day of declaration. Primary A Shares begin
earning dividends on the day the purchase order is executed and continue earning
dividends through and including the day before the redemption order is executed
(E.G., the settlement date). Dividends are paid within five Business Days after
the end of each month. Dividends are paid in cash within five Business Days
after a shareholder's complete redemption of his Primary A Shares in a Fund. To
the extent that there are any net short-term capital gains, they will be paid at
least annually.

NON-MONEY MARKET FUNDS: Dividends from net investment income are declared daily
and paid monthly by the Bond Funds. Dividends from net investment income are
declared and paid each calendar quarter by the Equity Funds and the Balanced
Fund. Each Fund's net realized capital gains (including net short-term capital
gains) are distributed at least annually.

Primary A Shares of the Bond Funds are eligible to begin earning dividends that
are declared on the day the purchase order is executed and continue to be
eligible for dividends through and including the day before the redemption order
is executed. Primary A Shares of the Equity Funds and the Balanced Fund are
eligible to receive dividends when declared, provided, however, that the
purchase order for such shares is received at least one day prior to the
dividend declaration and such shares continue to be eligible for dividends
through and including the day before the redemption order is executed.

The net asset value of Primary A Shares in the Non-Money Market Funds will be
reduced by the amount of any dividend or distribution. Dividends and
distributions are paid in cash within five Business Days of the end of the month
or quarter to which the dividend relates. Dividends are paid within five
Business Days after the end of each month. Dividends are paid in the form of
additional Primary A Shares of the same Fund unless the Customer or investor has
elected prior to the date of distribution to receive payment in cash. Such
election, or any revocation thereof, must be made in writing to the Fund's
Transfer Agent and will become effective with respect to dividends paid after
its receipt. Dividends and distributions payable to a shareholder are paid in
cash within five Business Days after a shareholder's complete redemption of his
or her Primary A Shares in a Fund.

TAX INFORMATION

Each of the Funds intends to qualify as a separate "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code"). Such
qualification relieves a Fund of liability for Federal income tax to the extent
its earnings are distributed in accordance with the Code.

Each Fund intends to distribute substantially all of its investment company
taxable income and net tax-exempt income each taxable year. Such distributions
by a Fund of its net investment income (including net foreign currency gains)
and the excess, if any, of its net short-term capital gain over its net
long-term capital loss will be taxable as ordinary income to shareholders who
are not currently exempt from Federal income tax, whether such income is
received in cash or reinvested in additional shares. (Federal income tax for
distributions to an Individual Retirement Account are generally deferred under
the Code.)

Corporate shareholders in the Funds may be entitled to the dividends-received
deduction for distributions from those Funds investing in the stock of domestic
corporations to the extent of the total qualifying dividends received by the
distributing Fund. Corporate shareholders of Nations International Equity,
Nations Emerging Markets and Nations Pacific Growth Funds may be eligible for
the dividends-received deduction on the dividends (excluding the net capital
gains dividends) paid by these Funds to the extent that each such Fund's income
is derived from dividends (which, if received directly, would qualify for such
deduction) received from domestic corporations. In order to qualify for the
dividends-received deduction, a corporate shareholder must hold the fund shares
paying the dividends upon which the deduction is based for at least 46 days.

Substantially all of the net realized long-term capital gains of the Non-Money
Market Funds, if any, will be distributed at least annually to such Funds'
shareholders. These Funds will generally have no tax liability with respect to
such gains, and the distributions will be taxable to such shareholders who are
not currently exempt from Federal income tax as long-term capital gains,
regardless of how long the shareholders have held such Funds' shares and whether
such gains are received in cash or reinvested in additional shares. The Money
Market Funds do not expect to realize long-term capital gains and, therefore, do
not expect to distribute any capital gain dividends.
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Each year, shareholders will be notified as to the amount and Federal tax status
of all dividends and capital gains paid during the prior year. Such dividends
and capital gains may also be subject to state and local taxes.

Dividends declared in October, November or December of any year payable to
shareholders of record on a specified date in such months will be deemed to have
been received by shareholders and paid by a Fund on December 31 of such year in
the event such dividends are actually paid during January of the following year.

Federal law requires Nations Fund to withhold 31% from any dividends (other than
exempt-interest dividends) paid by Nations Fund and/or redemptions (including
exchange redemptions) that occur in certain shareholder accounts if the
shareholder has not properly furnished a certified correct Taxpayer
Identification Number and has not certified that withholding does not apply. If
the Internal Revenue Service has notified Nations Fund that the Taxpayer
Identification Number listed on a shareholder account is incorrect according to
its records, or that the shareholder is subject to backup withholding, the Fund
is required by the Internal Revenue Service to withhold 31% of any dividend
(other than exempt-interest dividends) and/or redemption (including exchange
redemptions). Amounts withheld are applied to the shareholder's Federal tax
liability, and a refund may be obtained from the Internal Revenue Service if
withholding results in overpayment of taxes. Federal law also requires the Funds
to withhold 30% or the applicable tax treaty rate from dividends paid to certain
nonresident alien, non-U.S. partnership and non-U.S. corporation shareholder
accounts.

Portions of each Fund's investment income may be subject to foreign income taxes
withheld at their source. Tax conventions between certain countries and the
United States may reduce or eliminate such taxes. Generally, more than 50% of
the value of the total assets of each Fund will consist of securities of foreign
issuers, and therefore each Fund may elect to "pass through" to its shareholders
these foreign taxes, if any. In such event each shareholder will be required to
include his or her pro rata portion thereof in his or her gross income, but will
be able to deduct or (subject to various limitations) claim a foreign tax credit
against U.S. income tax for such amount.

NATIONS TAX EXEMPT FUND, NATIONS MUNICIPAL INCOME FUND, NATIONS SHORT-TERM
MUNICIPAL INCOME FUND, NATIONS INTERMEDIATE MUNICIPAL BOND FUND, THE STATE
INTERMEDIATE MUNICIPAL BOND FUNDS AND THE STATE MUNICIPAL BOND FUNDS

As regulated investment companies, each of these Funds is entitled to pass
through to their shareholders tax-exempt interest income ("exempt-interest
dividends") subject to certain conditions which these Funds intend to satisfy.
To the extent that any of these Funds earn taxable income or realize long-term
capital gains, distributions to shareholders from such sources will be subject
to Federal income tax. The policy of Nations Municipal Income Fund, Nations
Short-Term Municipal Income Fund, Nations Intermediate Municipal Bond Fund, the
State Intermediate Municipal Bond Funds and the State Municipal Bond Funds is to
pay to their shareholders an amount equal to at least 90% of their
exempt-interest income net of certain deductions and 90% of their investment
company taxable income. Nations Tax Exempt Fund does not intend to earn
investment company taxable income or long-term capital gains. Exempt-interest
dividends may be treated by shareholders as items of interest excludable from
their Federal gross income under Section 103(a) of the Code unless, under the
circumstances applicable to the particular shareholder, the exclusion would be
disallowed. (See Nations Fund Trust's SAI under "Additional Information
Concerning Taxes.") Distributions of net investment income by Nations Tax Exempt
Fund, Nations Municipal Income Fund, Nations Intermediate Municipal Bond Fund
and Nations Short-Term Municipal Income Fund may be taxable to investors under
state or local law even though a substantial portion of such distributions may
be derived from interest on tax-exempt obligations which, if realized directly,
would be exempt from such income taxes.

If any of these Funds should hold certain private activity bonds issued after
August 7, 1986, shareholders must include, as an item of tax preference, the
portion of dividends paid by the Fund that is attributable to interest on such
bonds in their Federal alternative minimum taxable income for purposes of
determining liability (if any) for the 28% alternative minimum tax applicable to
individuals and the 20% alternative minimum tax and the environmental tax
applicable to corporations. Corporate shareholders must also take all
exempt-interest dividends into account in determining certain adjustments for
Federal alternative minimum and environmental tax purposes. The environmental
tax applicable to corporations is imposed at the rate of 0.12% on the excess of
the corporation's modified Federal alternative minimum taxable income over
$2,000,000. Shareholders receiving Social Security benefits should note that all
exempt-interest dividends will be taken into account in determining the
taxability of such benefits.

With respect to the State Intermediate Municipal Bond Funds and the State
Municipal Bond Funds, it is anticipated that exempt-interest dividends derived
from tax-exempt interest paid on municipal obligations of the pertinent state
and that state's political subdivisions, agencies, instrumentalities and
authorities, and certain other issuers, including Puerto Rico and Guam, will be
exempt from state income tax with respect to those states which impose a state
income tax. Florida and Texas do not impose income taxes, but Florida imposes a
tax upon intangible personal property which may apply to shares of Nations
Florida Intermediate Municipal Bond Fund and Nations Florida Municipal Bond Fund
held by residents of that state. Florida has issued a Technical Assistance
Advisement indicating that shares in such Funds will not be subject to Florida's
intangibles tax,
                                                                        69

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subject to certain requirements which the Funds intend to satisfy. See Nations
Fund Trust's SAI for further details about state tax treatment relevant to
shareholders of these Funds.

In addition to annual disclosures as to Federal tax consequences of dividends
and distributions, shareholders of the State Intermediate Municipal Bond Funds
and the State Municipal Bond Funds will also be advised as to the state tax
consequences of dividends and distributions made each year.

The foregoing discussion is based on tax laws and regulations that were in
effect as of the date of this Prospectus and summarizes only some of the
important tax considerations generally affecting the Funds and their
shareholders. It is not intended as a substitute for careful tax planning.
Accordingly, potential investors should consult their tax advisors with specific
reference to their own tax situations. Further tax information is contained in
the SAIs.

   Appendix A -- Portfolio Securities

The following are summary descriptions of certain types of instruments in which
a Fund may invest. The "How Objectives Are Pursued" section of this Prospectus
identifies each Fund's permissible investments, and the SAIs contain more
information concerning such investments.

ASSET-BACKED SECURITIES: Asset-backed securities arise through the grouping by
governmental, government-related, and private organizations of loans,
receivables, or other assets originated by various lenders. Asset-backed
securities consist of both mortgage- and non-mortgage-backed securities.
Interests in pools of these assets may differ from other forms of debt
securities, which normally provide for periodic payment of interest in fixed
amounts with principal paid at maturity or specified call dates. Conversely,
asset-backed securities provide periodic payments which may consist of both
interest and principal payments.

The life of an asset-backed security varies depending upon rate of the
prepayment of the underlying debt instruments. The rate of such prepayments will
be a function of current market interest rates and other economic and
demographic factors. For example, falling interest rates generally result in an
increase in the rate of prepayments of mortgage loans while rising interest
rates generally decrease the rate of prepayments. An acceleration in prepayments
in response to sharply falling interest rates will shorten the security's
average maturity and limit the potential appreciation in the security's value
relative to a conventional debt security. Consequently, asset-backed securities
may not be as effective in locking in high, long-term yields. Conversely, in
periods of sharply rising rates, prepayments are generally slow, increasing the
security's average life and its potential for price depreciation.

MORTGAGE-BACKED SECURITIES: Mortgage-backed securities represent an ownership
interest in a pool of mortgage loans.

Mortgage pass-through securities may represent participation interests in pools
of residential mortgage loans originated by U.S. governmental or private lenders
and guaranteed, to the extent provided in such securities, by the U.S.
Government or one of its agencies, authorities or instrumentalities. Such
securities, which are ownership interests in the underlying mortgage loans,
differ from conventional debt securities, which provide for periodic payment of
interest in fixed amounts (usually semi-annually) and principal payments at
maturity or on specified call dates. Mortgage pass-through securities provide
for monthly payments that are a "pass-through" of the monthly interest and
principal payments (including any prepayments) made by the individual borrowers
on the pooled mortgage loans, net of any fees paid to the guarantor of such
securities and the servicer of the underlying mortgage loans.

The guaranteed mortgage pass-through securities in which a Fund may invest may
include those issued or guaranteed by GNMA, by FNMA and FHLMC. Such Certificates
are mortgage-backed securities which represent a partial ownership interest in a
pool of mortgage loans issued by lenders such as mortgage bankers, commercial
banks and savings and loan associations. Such mortgage loans may have fixed or
adjustable rates of interest.

The average life of a mortgage-backed security is likely to be substantially
less than the original maturity of the mortgage pools underlying the securities.
Prepayments of principal by mortgagors and mortgage foreclosures will usually
result in the return of the greater part of principal invested far in advance of
the maturity of the mortgages in the pool.

The yield which will be earned on mortgage-backed securities may vary from their
coupon rates for the following reasons: (i) Certificates may be issued at a
premium or discount, rather than at par; (ii) Certificates may trade in the
secondary market at a premium or discount after issuance; (iii) interest is
earned and compounded monthly which has the effect of raising the effective
yield earned on the Certificates; and (iv) the actual yield of each Certificate
is affected by the prepayment of mortgages included in the mortgage pool
underlying the Certificates and the rate at which principal so prepaid is
reinvested. In addition, prepayment of mortgages included in the mortgage pool
underlying a GNMA
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Certificate purchased at a premium may result in a loss to the Fund.

Mortgage-backed securities issued by private issuers, whether or not such
obligations are subject to guarantees by the private issuer, may entail greater
risk than obligations directly or indirectly guaranteed by the U.S. Government.

Collateralized Mortgage Obligations or "CMOs" are debt obligations
collateralized by mortgage loans or mortgage pass-through securities (collateral
collectively hereinafter referred to as "Mortgage Assets"). Multi-class pass-
through securities are interests in a trust composed of Mortgage Assets and all
references herein to CMOs will include multi-class pass-through securities.
Payments of principal of and interest on the Mortgage Assets, and any
reinvestment income thereon, provide the funds to pay debt service on the CMOs
or make scheduled distribution on the multi-class pass-through securities.

Moreover, principal prepayments on the Mortgage Assets may cause the CMOs to be
retired substantially earlier than their stated maturities or final distribution
dates, resulting in a loss of all or part of the premium if any has been paid.
Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly
or semiannual basis.

The principal and interest payments on the Mortgage Assets may be allocated
among the various classes of CMOs in several ways. Typically, payments of
principal, including any prepayments, on the underlying mortgages are applied to
the classes in the order of their respective stated maturities or final
distribution dates, so that no payment of principal is made on CMOs of a class
until all CMOs of other classes having earlier stated maturities or final
distribution dates have been paid in full.

Stripped mortgage-backed securities ("SMBS") are derivative multi-class mortgage
securities. A Fund will only invest in SMBS that are obligations backed by the
full faith and credit of the U.S. Government. SMBS are usually structured with
two classes that receive different proportions of the interest and principal
distributions from a pool of mortgage assets. A Fund will only invest in SMBS
whose mortgage assets are U.S. Government Obligations.

A common type of SMBS will be structured so that one class receives some of the
interest and most of the principal from the Mortgage Assets, while the other
class receives most of the interest and the remainder of the principal. If the
underlying Mortgage Assets experience greater than anticipated prepayments of
principal, a Fund may fail to fully recoup its initial investment in these
securities. The market value of any class which consists primarily or entirely
of principal payments generally is unusually volatile in response to changes in
interest rates.

The average life of mortgage-backed securities varies with the maturities of the
underlying mortgage instruments. The average life is likely to be substantially
less than the original maturity of the mortgage pools underlying the securities
as the result of mortgage prepayments, mortgage refinancings, or foreclosures.
The rate of mortgage prepayments, and hence the average life of the
certificates, will be a function of the level of interest rates, general
economic conditions, the location and age of the mortgage and other social and
demographic conditions. Such prepayments are passed through to the registered
holder with the regular monthly payments of principal and interest and have the
effect of reducing future payments. Estimated average life will be determined by
the Adviser and used for the purpose of determining the average weighted
maturity and duration of the Funds. For additional information concerning
mortgage backed securities, see the related SAI.

NON-MORTGAGE ASSET-BACKED SECURITIES: Non-mortgage asset-backed securities
include interests in pools of receivables, such as motor vehicle installment
purchase obligations and credit card receivables. Such securities are generally
issued as pass-through certificates, which represent undivided fractional
ownership interests in the underlying pools of assets. Such securities also may
be debt instruments, which are also known as collateralized obligations and are
generally issued as the debt of a special purpose entity organized solely for
the purpose of owning such assets and issuing such debt. Such securities also
may include instruments issued by certain trusts, partnerships or other special
purpose issuers, including pass-through certificates representing participations
in, or debt instruments backed by, the securities and other assets owned by such
issuers.

Non-mortgage-backed securities are not issued or guaranteed by the U.S.
Government or its agencies or instrumentalities; however, the payment of
principal and interest on such obligations may be guaranteed up to certain
amounts and for a certain time period by a letter of credit issued by a
financial institution (such as a bank or insurance company) unaffiliated with
the issuers of such securities.

The purchase of non-mortgage-backed securities raises considerations peculiar to
the financing of the instruments underlying such securities. For example, most
organizations that issue asset-backed securities relating to motor vehicle
installment purchase obligations perfect their interests in their respective
obligations only by filing a financing statement and by having the servicer of
the obligations, which is usually the originator, take custody thereof. In such
circumstances, if the servicer were to sell the same obligations to another
party, in violation of its duty not to do so, there is a risk that such party
could acquire an interest in the obligations superior to
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that of the holders of the asset-backed securities. Also, although most such
obligations grant a security interest in the motor vehicle being financed, in
most states the security interest in a motor vehicle must be noted on the
certificate of title to perfect such security interest against competing claims
of other parties. Due to the larger number of vehicles involved, however, the
certificate of title to each vehicle financed, pursuant to the obligations
underlying the asset-backed securities, usually is not amended to reflect the
assignment of the seller's security interest for the benefit of the holders of
the asset-backed securities. Therefore, there is the possibility that recoveries
on repossessed collateral may not, in some cases, be available to support
payments on those securities. In addition, various state and Federal laws give
the motor vehicle owner the right to assert against the holder of the owner's
obligation certain defenses such owner would have against the seller of the
motor vehicle. The assertion of such defenses could reduce payments on the
related asset-backed securities. Insofar as credit card receivables are
concerned, credit card holders are entitled to the protection of a number of
state and Federal consumer credit laws, many of which give such holders the
right to set off certain amounts against balances owed on the credit card,
thereby reducing the amounts paid on such receivables. In addition, unlike most
other asset-backed securities, credit card receivables are unsecured obligations
of the card holder.

BANK INSTRUMENTS: Bank instruments consist mainly of certificates of deposit,
time deposits and bankers' acceptances. Nations Prime Fund generally limits
investments in bank instruments to (a) U.S. dollar-denominated obligations of
U.S. banks which have total assets exceeding $1 billion and which are members of
the Federal Deposit Insurance Corporation (including obligations of foreign
branches of such banks) or of the 75 largest foreign commercial banks in terms
of total assets; or (b) U.S. dollar-denominated bank instruments issued by other
banks believed by the Adviser to present minimal credit risks. For purposes of
the foregoing, total assets may be determined on the basis of the bank's most
recent annual financial statements.

Nations Prime Fund may invest up to 100% of its assets in obligations issued by
banks. All Funds (except Nations Prime Fund) will limit their investments in
bank obligations so they do not exceed 25% of each Fund's total assets at the
time of purchase. Nations Prime Fund may invest in U.S. dollar-denominated
obligations issued by foreign branches of domestic banks ("Eurodollar"
obligations) and domestic branches of foreign banks ("Yankee dollar"
obligations).

Eurodollar, Yankee dollar, and other foreign obligations involve special
investment risks, including the possibility that liquidity could be impaired
because of future political and economic developments, the obligations may be
less marketable than comparable domestic obligations of domestic issuers, a
foreign jurisdiction might impose withholding taxes on interest income payable
on such obligations, deposits may be seized or nationalized, foreign
governmental restrictions such as exchange controls may be adopted which might
adversely affect the payment of principal of and interest on such obligations,
the selection of foreign obligations may be more difficult because there may be
less publicly available information concerning foreign issuers, there may be
difficulties in enforcing a judgment against a foreign issuer or the accounting,
auditing and financial reporting standards, practices and requirements
applicable to foreign issuers may differ from those applicable to domestic
issuers. In addition, foreign banks are not subject to examination by U.S.
Government agencies or instrumentalities.

BORROWINGS: When a Fund borrows money, the net asset value of a share may be
subject to greater fluctuation until the borrowing is paid off. The Funds may
borrow money from banks for temporary purposes in amounts of up to one-third of
their respective total assets, provided that borrowings in excess of 5% of the
value of the Funds' total assets must be repaid prior to the purchase of
portfolio securities. Pursuant to line of credit arrangements, certain of the
Funds may borrow primarily for temporary or emergency purposes, including the
meeting of redemption requests that otherwise might require the untimely
disposition of securities.

Reverse repurchase agreements and dollar roll transactions may be considered to
be borrowings. When a Fund invests in a reverse repurchase agreement, it sells a
portfolio security to another party, such as a bank or broker/dealer, in return
for cash, and agrees to buy the security back at a future date and price.
Reverse repurchase agreements may be used to provide cash to satisfy unusually
heavy redemption requests without having to sell portfolio securities, or for
other temporary or emergency purposes. In addition, certain of the Funds may use
reverse repurchase agreements for the purpose of investing the proceeds in
tri-party repurchase agreements. Generally, the effect of such a transaction is
that the Funds can recover all or most of the cash invested in the portfolio
securities involved during the term of the reverse repurchase agreement, while
they will be able to keep the interest income associated with those portfolio
securities. Such transactions are only advantageous if the interest cost to the
Funds of the reverse repurchase transaction is less than the cost of obtaining
the cash otherwise.

At the time a Fund enters into a reverse repurchase agreement, it may establish
a segregated account with its custodian bank in which it will maintain cash,
U.S. Government Securities or other liquid high grade debt obligations equal in
value to its obligations in respect of reverse repurchase agreements. Reverse
repurchase agreements involve the risk that the market value of the securities
the Funds are obligated to repurchase under
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the agreement may decline below the repurchase price. In the event the buyer of
securities under a reverse repurchase agreement files for bankruptcy or becomes
insolvent, the Funds' use of proceeds of the agreement may be restricted pending
a determination by the other party, or its trustee or receiver, whether to
enforce the Funds' obligation to repurchase the securities. In addition, there
is a risk of delay in receiving collateral or securities or in repurchasing the
securities covered by the reverse repurchase agreement or even of a loss of
rights in the collateral or securities in the event the buyer of the securities
under the reverse repurchase agreement files for bankruptcy or becomes
insolvent. The Fund only enters into reverse repurchase agreements (and
repurchase agreements) with counterparties that are deemed by the Adviser to be
credit worthy. Reverse repurchase agreements are speculative techniques
involving leverage, and are subject to asset coverage requirements if the Funds
do not establish and maintain a segregated account (as described above). Under
the requirements of the 1940 Act, the Funds are required to maintain an asset
coverage (including the proceeds of the borrowings) of at least 300% of all
borrowings. Depending on market conditions, the Funds' asset coverage and other
factors at the time of a reverse repurchase, the Funds may not establish a
segregated account when the Adviser believes it is not in the best interests of
the Funds to do so. In this case, such reverse repurchase agreements will be
considered borrowings subject to the asset coverage described above.

Dollar roll transactions consist of the sale by a Fund of mortgage-backed or
other asset-backed securities, together with a commitment to purchase similar,
but not identical, securities at a future date, at the same price. In addition,
a Fund is paid a fee as consideration for entering into the commitment to
purchase. If the broker/dealer to whom a Fund sells the security becomes
insolvent, the Fund's right to purchase or repurchase the security may be
restricted; the value of the security may change adversely over the term of the
dollar roll; the security that the Fund is required to repurchase may be worth
less than the security that the Fund originally held, and the return earned by
the Fund with the proceeds of a dollar roll may not exceed transaction costs.

Currently, Nations Treasury Fund has entered into an arrangement whereby it
reinvests the proceeds of a reverse repurchase agreement in a tri-party
repurchase agreement and receives the net interest rate differential.

COMMERCIAL INSTRUMENTS: Commercial instruments consist of short-term U.S.
dollar-denominated obligations issued by domestic corporations or foreign
corporations and domestic and foreign commercial banks. The Nations Prime Fund
will limit purchases of commercial instruments to instruments which: (a) if
rated by at least two NRSROs, are rated in the highest rating category for
short-term debt obligations given by such organizations, or if only rated by one
such organization, are rated in the highest rating category for short-term debt
obligations given by such organization; or (b) if not rated, are (i) comparable
in priority and security to a class of short-term instruments of the same issuer
that has such rating(s), or (ii) of comparable quality to such instruments as
determined by Nations Fund, Inc.'s Board of Directors on the advice of the
Adviser.

Investments by a Fund in commercial paper will consist of issues rated in a
manner consistent with such Fund's investment policies and objective. In
addition, a Fund may acquire unrated commercial paper and corporate bonds that
are determined by the Adviser at the time of purchase to be of comparable
quality to rated instruments that may be acquired by a Fund. Commercial
instruments include variable-rate master demand notes, which are unsecured
instruments that permit the indebtedness thereunder to vary and provide for
periodic adjustments in the interest rate, and variable- and floating-rate
instruments.

CONVERTIBLE SECURITIES, PREFERRED STOCK, AND WARRANTS: Certain of the Funds may
invest in debt securities convertible into or exchangeable for equity
securities, preferred stocks or warrants. Preferred stocks are securities that
represent an ownership interest in a corporation providing the owner with claims
on a company's earnings and assets before common stock owners, but after bond or
other debt security owners. Warrants are options to buy a stated number of
shares of common stock at a specified price any time during the life of the
warrants.

FIXED INCOME INVESTING: The performance of the fixed income debt component of a
Fund's portfolio depends primarily on interest rate changes, the average
weighted maturity of the portfolio and the quality of the securities held. The
debt component of a Fund's portfolio will tend to decrease in value when
interest rates rise and increase when interest rates fall. A Fund's share price
and yield depend, in part, on the maturity and quality of its debt instruments.

FOREIGN CURRENCY TRANSACTIONS: Certain of the Funds may enter into foreign
currency exchange transactions to convert foreign currencies to and from the
U.S. dollar. A Fund either enters into these transactions on a spot (I.E., cash)
basis at the spot rate prevailing in the foreign currency exchange market, or
uses forward contracts to purchase or sell foreign currencies. A forward foreign
currency exchange contract is an obligation by a Fund to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract.

Foreign currency hedging transactions are an attempt to protect a Fund against
changes in foreign currency exchange rates between the trade and settlement
dates of specific securities transactions or changes in foreign
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currency exchange rates that would adversely affect a portfolio position or an
anticipated portfolio position. Although these transactions tend to minimize the
risk of loss due to a decline in the value of the hedged currency, at the same
time they tend to limit any potential gain that might be realized should the
value of the hedged currency increase. Neither spot transactions nor forward
foreign currency exchange contracts eliminate fluctuations in the prices of a
Fund's portfolio securities or in foreign exchange rates, or prevent loss if the
prices of these securities should decline.

A Fund will generally enter into forward currency exchange contracts only under
two circumstances: (i) when the Fund enters into a contract for the purchase or
sale of a security denominated in a foreign currency, to "lock" in the U.S.
dollar price of the security; and (ii) when the Adviser believes that the
currency of a particular foreign country may experience a substantial movement
against another currency. Under certain circumstances, the Fund may commit a
substantial portion of its portfolio to the execution of these contracts. The
Adviser will consider the effects such a commitment would have on the investment
program of the Fund and the flexibility of the Fund to purchase additional
securities. Although forward contracts will be used primarily to protect the
Fund from adverse currency movements, they also involve the risk that
anticipated currency movements will not be accurately predicted.

FOREIGN SECURITIES: Foreign securities include debt and equity obligations
(dollar- and non-dollar-denominated) of foreign corporations and banks as well
as obligations of foreign governments and their political subdivisions (which
will be limited to direct government obligations and government-guaranteed
securities). Such investments may subject a Fund to special investment risks,
including future political and economic developments, the possible imposition of
withholding taxes on interest income, possible seizure or nationalization of
foreign deposits, the possible establishment of exchange controls, or the
adoption of other foreign governmental restrictions which might adversely affect
the payment of principal and interest on such obligations. In addition, foreign
issuers in general may be subject to different accounting, auditing, reporting,
and record keeping standards than those applicable to domestic companies, and
securities of foreign issuers may be less liquid and their prices more volatile
than those of comparable domestic issuers.

Investments in foreign securities may present additional risks, whether made
directly or indirectly, including the political or economic instability of the
issuer or the country of issue and the difficulty of predicting international
trade patterns. In addition, there may be less publicly available information
about a foreign company than about a U.S. company. Further, foreign securities
markets are generally not as developed or efficient as those in the U.S., and in
most foreign markets volume and liquidity are less than in the United States.
Fixed commissions on foreign securities exchanges are generally higher than the
negotiated commissions on U.S. exchanges, and there is generally less government
supervision and regulation of foreign securities exchanges, brokers, and
companies than in the United States. With respect to certain foreign countries,
there is a possibility of expropriation or confiscatory taxation, limitations on
the removal of funds or other assets, or diplomatic developments that could
affect investments within those countries. Because of these and other factors,
securities of foreign companies acquired by a Fund may be subject to greater
fluctuation in price than securities of domestic companies.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS: Certain of the Funds may
attempt to reduce the overall level of investment risk of particular securities
and attempt to protect a Fund against adverse market movements by investing in
futures, options and other derivative instruments. These include the purchase
and writing of options on securities (including index options) and options on
foreign currencies, and investing in futures contracts for the purchase or sale
of instruments based on financial indices, including interest rate indices or
indices of U.S. or foreign government, equity or fixed income securities
("futures contracts"), options on futures contracts, forward contracts and swaps
and swap-related products such as interest rate swaps, currency swaps, caps,
collars and floors.

The use of futures, options, forward contracts and swaps exposes a Fund to
additional investment risks and transaction costs. If the Adviser incorrectly
analyzes market conditions or does not employ the appropriate strategy with
respect to these instruments, a Fund could be left in a less favorable position.
Additional risks inherent in the use of futures, options, forward contracts and
swaps include: imperfect correlation between the price of futures, options and
forward contracts and movements in the prices of the securities or currencies
being hedged; the possible absence of a liquid secondary market for any
particular instrument at any time; and the possible need to defer closing out
certain hedged positions to avoid adverse tax consequences. A Fund may not
purchase put and call options which are traded on a national stock exchange in
an amount exceeding 5% of its net assets. Further information on the use of
futures, options and other derivative instruments, and the associated risks, is
contained in the SAIs.

GUARANTEED INVESTMENT CONTRACTS: Guaranteed investment contracts, investment
contracts or funding agreements (each referred to as a "GIC") are investment
instruments issued by highly rated insurance companies. Pursuant to such
contracts, a Fund may make cash contributions to a deposit fund of the insurance
company's general or separate accounts. The insurance company
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then credits to a Fund guaranteed interest. The insurance company may assess
periodic charges against a GIC for expense and service costs allocable to it,
and the charges will be deducted from the value of the deposit fund. The
purchase price paid for a GIC generally becomes part of the general assets of
the issuer, and the contract is paid from the general assets of the issuer.

A Fund will only purchase GICs from issuers which, at the time of purchase, meet
quality and credit standards established by the Adviser. Generally, GICs are not
assignable or transferable without the permission of the issuing insurance
companies, and an active secondary market in GICs does not currently exist.
Also, a Fund may not receive the principal amount of a GIC from the insurance
company on seven days' notice or less, at which point the GIC may be considered
to be an illiquid investment.

ILLIQUID SECURITIES: Certain securities may be sold only pursuant to certain
legal restrictions, and may be difficult to sell. The Money Market Funds will
not hold more than 10% of the value of their respective net assets in securities
that are illiquid or such lower percentage as may be required by the states in
which the appropriate Fund sells its shares. The Non-Money Market Funds will not
hold more than 15% of the value of their respective net assets in securities
that are illiquid or such lower percentage as may be required by the states in
which the appropriate Fund sells its shares. Repurchase agreements, time
deposits and GICs that do not provide for payment to a Fund within seven days
after notice, and illiquid restricted securities are subject to the limitation
on illiquid securities. In addition, interests in privately arranged loans
acquired by the Nations Prime Fund, the State Intermediate Municipal Bond Funds
and the State Municipal Bond Funds may be subject to this limitation.

If otherwise consistent with their investments objective and policies, certain
Funds may purchase securities that are not registered under the Securities Act
of 1933, as amended (the "1933 Act") but which can be sold to "qualified
institutional buyers" in accordance with Rule 144A under the 1933 Act, or which
were issued under section 4(2) of the 1933 Act. Any such security will not be
considered illiquid so long as it is determined by a Fund's Board of Trustees or
Board of Directors or the Adviser, acting under guidelines approved and
monitored by such Fund's Board, after considering trading activity, availability
of reliable price information and other relevant information, that an adequate
trading market exists for that security. To the extent that, for a period of
time, qualified institutional or other buyers cease purchasing such restricted
securities pursuant to Rule 144A or otherwise, the level of illiquidity of a
Fund holding such securities may increase during such period.

INTEREST RATE TRANSACTIONS: In order to attempt to protect the value of their
portfolios from interest rate fluctuations, certain of the Funds may enter into
various hedging transactions, such as interest rate swaps and the purchase or
sale of interest rate caps and floors. Interest rate swaps involve the exchange
by a Fund with another party of their respective commitments to pay or receive
interest, E.G., an exchange of floating-rate payments for fixed-rate payments. A
Fund will enter into a swap transaction on a net basis, I.E. the payment
obligations of the Fund and the counterparty will be netted out with the Fund
receiving or paying, as the case may be, only the net amount of the two payment
obligations. A Fund will segregate, on a daily basis, cash or liquid high
quality debt securities with a value at least equal to the Fund's net
obligations, if any, under a swap agreement.

The purchase of an interest rate cap entitles the purchaser, to the extent that
a specified index exceeds a predetermined interest rate, to receive payments of
interest on a notional principal amount from the party selling such interest
rate cap. The purchase of an interest rate floor entitles the purchaser to
receive payments of interest on a notional principal amount from the party
selling such interest rate floor. The Adviser expects to enter into these
transactions on behalf of a Fund primarily to preserve a return or spread on a
particular investment or portion of its portfolio or to protect against any
increase in the price of securities the Fund anticipated purchasing at a later
date rather than for speculative purposes. A Fund will not sell interest rate
caps or floors that it does not own.

LOWER-RATED DEBT SECURITIES: Certain of the Funds may invest in lower-rated debt
securities. Lower rated, high-yielding securities are those rated "Ba" or "B" by
Moody's or "BB" or "B" by S&P which are commonly referred to as "junk bonds."
These bonds provide poor protection for payment of principal and interest.
Lower-quality bonds involve greater risk of default or price changes due to
changes in the issuer's creditworthiness than securities assigned a higher
quality rating. These securities are considered to have speculative
characteristics and indicate an aggressive approach to income investing.

The market for lower-rated securities may be thinner and less active than that
for higher quality securities, which can adversely affect the price at which
these securities can be sold. If market quotations are not available, these
lower-rated securities will be valued in accordance with procedures established
by the Funds' Boards, including the use of outside pricing services. Adverse
publicity and changing investor perceptions may affect the ability of outside
pricing services used by a Fund to value its portfolio securities, and a Fund's
ability to dispose of these lower-rated bonds.

MONEY MARKET INSTRUMENTS: With respect to Non-Money Market Funds, the term
"money market instruments" refers to instruments with remaining maturities of
one year or less. With respect to Money Market Funds, the term "money market
instruments" refers to instru-
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ments with remaining maturities of 397 days or less or obligations with greater
maturities, provided such obligations are subject to demand features or resets
which are less than 397 days. Money market instruments may include, among other
instruments, certain U.S. Treasury Obligations, U.S. Government Obligations,
bank instruments, commercial instruments, repurchase agreements and municipal
securities. Such instruments are described in this Appendix A.

MUNICIPAL SECURITIES: The two principal classifications of municipal securities
are "general obligation" securities and "revenue" securities. General obligation
securities are secured by the issuer's pledge of its full faith, credit, and
taxing power for the payment of principal and interest. Revenue securities are
payable only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise tax or other
specific revenue source such as the user of the facility being financed. Private
activity bonds held by a Fund are in most cases revenue securities and are not
payable from the unrestricted revenues of the issuer. Consequently, the credit
quality of private activity bonds is usually directly related to the credit
standing of the corporate user of the facility involved.

Municipal securities may include "moral obligation" bonds, which are normally
issued by special purpose public authorities. If the issuer of moral obligation
bonds is unable to meet its debt service obligations from current revenues, it
may draw on a reserve fund, the restoration of which is a moral commitment but
not a legal obligation of the state or municipality which created the issuer.

Municipal securities may include variable- or floating-rate instruments issued
by industrial development authorities and other governmental entities. While
there may not be an active secondary market with respect to a particular
instrument purchased by a Fund, a Fund may demand payment of the principal and
accrued interest on the instrument or may resell it to a third party as
specified in the instruments. The absence of an active secondary market,
however, could make it difficult for a Fund to dispose of the instrument if the
issuer defaulted on its payment obligation or during periods the Fund is not
entitled to exercise its demand rights, and the Fund could, for these or other
reasons, suffer a loss.

Some of these instruments may be unrated, but unrated instruments purchased by a
Fund will be determined by the Adviser to be of comparable quality at the time
of purchase to instruments rated "high quality" by any major rating service.
Where necessary to ensure that an instrument is of comparable "high quality," a
Fund will require that an issuer's obligation to pay the principal of the note
may be backed by an unconditional bank letter or line of credit, guarantee, or
commitment to lend.

Municipal Securities also may include municipal lease obligations, including
certificates of participation in municipal leases, and units of participation in
trusts holding pools of tax-exempt leases. A Fund may acquire municipal lease
obligations that may be assigned by the lessee to another party provided the
obligation continues to provide tax-exempt interest. Each Fund will not purchase
municipal lease obligations to the extent it holds municipal lease obligations
and illiquid securities in an amount exceeding 10% of its total assets unless
the Adviser determines that the municipal lease obligations are liquid pursuant
to guidelines established by the Funds' Boards. Pursuant to these guidelines,
the Adviser, in making this liquidity determination, will consider, among other
factors, the strength and nature of the secondary market for such obligations,
the prospect for its future marketability and whether such obligations are
rated. The Funds expect that they will only purchase rated municipal lease
obligations.

Municipal participation interests may be purchased from financial institutions,
and give the purchaser an undivided interest in one or more underlying Municipal
Securities. To the extent that municipal participation interests are considered
to be "illiquid securities" such instruments are subject to each Fund's
limitation on the purchase of illiquid securities.

In addition, certain of the Funds may acquire "stand-by commitments" from banks
or broker/dealers with respect to municipal securities held in their portfolios.
Under a stand-by commitment, a dealer would agree to purchase at a Fund's option
specified Municipal Securities at a specified price. A Fund will acquire
stand-by commitments solely to facilitate portfolio liquidity and does not
intend to exercise its rights thereunder for trading purposes.

A Fund may invest in short-term securities, in commitments to purchase such
securities on a "when-issued" basis, and reserves the right to engage in "put"
transactions on a daily, weekly or monthly basis. Securities purchased on a
"when-issued" basis are subject to settlement within 45 days of the purchase
date. The interest rate realized on these securities is fixed as of the purchase
date and no interest accrues to the Fund before settlement. These securities are
subject to market fluctuation due to changes in market interest rates. The Funds
will only commit to purchase a security on a when-issued basis with the
intention of actually acquiring the security and will segregate sufficient
liquid assets to meet its purchase obligation.

A "put" feature permits a Fund to sell a security at a fixed price prior to
maturity. The underlying Municipal Securities subject to a put may be sold at
any time at the market rates. However, unless the put was an integral part of
the security as originally issued, it may not be marketable or assignable.
Therefore, the put would only have value to the Fund. In certain cases a premium
may
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be paid for put features. A premium paid will have the effect of reducing the
yield otherwise payable on the underlying security. The purpose of engaging in
transactions involving puts is to maintain flexibility and liquidity to permit
the Fund to meet redemptions and remain as fully invested as possible in
municipal securities. The Funds will limit their put transactions to
institutions which the Adviser believes present minimal credit risk, pursuant to
guidelines adopted by the Boards. Nations Tax Exempt Fund may invest more than
40% of its portfolio in securities with put or demand features guaranteed by
banks and other financial institutions. Accordingly, changes in the credit
quality of these institutions could cause losses to the Fund and affect its
share price.

Although the Funds do not presently intend to do so on a regular basis, each may
invest more than 25% of its total assets in municipal securities the interest on
which is paid solely from revenues of similar projects if such investment is
deemed necessary or appropriate by the Adviser. To the extent that more than 25%
of a Fund's total assets are invested in Municipal Securities that are payable
from the revenues of similar projects, a Fund will be subject to the peculiar
risks presented by such projects to a greater extent than it would be if its
assets were not so concentrated.

Since each of the State Intermediate Municipal Bond Funds and the State
Municipal Bond Funds will invest primarily in securities issued by issuers
located in one state, each of these Funds is susceptible to changes in value due
to political and economic factors affecting that state's issuers. A comparable
municipal bond fund which is not concentrated in obligations issued by issuers
located in one state would be less susceptible to these risks. If any issuer of
securities held by one of these Funds is unable to meets its financial
obligations, that Fund's income, capital, and liquidity may be adversely
affected.

The fourth most populous state, Florida, rated "Aa" by Moody's and "AA" by both
S&P and Fitch, has been and continues to be a leading tourist and retiree
destination. Florida's growing population and manageable debt load are just two
of the factors that will help Florida remain a solid investment. Led by the
service, construction and trade sectors, job growth in Florida has rebounded
from the lows of 1991-1992 and is projected to be almost double the national
average for 1996. Tourism was back in 1995 after it had suffered in the prior
two years due to hurricane Andrew and a rash of violent crimes involving foreign
tourists.

The state of Georgia has one of the best debt structures in the country, hence
the "Aaa" by Moody's, and "AAA" rating by both S&P and Fitch. The population of
Georgia has been growing at twice the national rate for the past four years. Job
growth and economic expansion have been outstanding in recent years, as Georgia
prepares to host the 1996 Summer Olympic Games. Following the Olympics,
Georgia's economy should continue to expand, albeit at a slightly lower rate.
This is due in part to Georgia's competitive manufacturing base, and the diverse
service and transportation center of Atlanta.

Maryland is one of the wealthiest states in the U.S. and has been able to
maintain its "Aaa" rating by Moody's, and "AAA" rating by both Fitch and S&P,
despite the contraction of government and defense related industries. Maryland's
economic base is highly diversified with a lower than average dependence on
manufacturing. Slow growth in Maryland is expected to continue, as government
cutbacks and downsizing reduce the employment opportunities within the state.
Debt ratios are moderate and, with Maryland ranked fifth in per capita income,
it's no surprise that income taxes and highway use taxes provide the vast
majority of support for general obligation debt. As defense cutbacks continue,
Maryland's dependence on income taxes could depress growth within the state
below national levels.

North Carolina, rated "Aaa" by Moody's, and "AAA" by both S&P and Fitch, has
benefited from an inflow of people as well as businesses. This is due in part to
North Carolina's affordable housing, above-average growth in per capita income
and below-average cost of doing business. North Carolina's declining textile
industry has begun to give way to the high-tech and financial sectors, as
evidenced by the title of "Banking Center of the South." Consequently, high wage
job growth has been expanding at a pace greater than national averages and is
expected to continue to do so for the foreseeable future.

The dominance of the manufacturing sector has been both a positive and a
negative for South Carolina. On the positive side, the expansion of
manufacturing, specifically autos and related parts, has lessened the impact of
the naval base closure in Charleston and provided a much needed infusion of new
jobs. On the negative side, the cyclical nature of South Carolina's
manufacturing economy has kept per capita income below national levels and
considerably below regional levels. That said, South Carolina's low debt burden,
strong security arrangements and lack of credit extension have led to a "Aaa"
rating by Moody's, "AA+" rating by S&P and a "AAA" rating by Fitch, for the
state. Combine this with a conservative plan of finance, and South Carolina
looks to be in a very strong financial position, despite its reliance on the
manufacturing sector.

Tennessee's very low debt burden, nearly exclusive use of general obligation
debt and conservative financial policies all combine to give the state of
Tennessee a "Aaa" rating by Moody's, "AA+" rating by S&P, and a "AAA" rating by
Fitch. Tennessee's economy remains in a developing mode, as the state continues
to shift its growth in manufacturing output to autos (Tennessee ranks third in
the nation in automobile production) and related products from textiles.
Tennessee relies on sales tax rev-
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enues as a main source of funds. This could prove to be a limiting factor were
it not for Tennessee's strong pattern of job growth and growing population.

Texas has proven its ability to adapt and rebound to a changing economic
environment, both within the state and abroad. Texas has also historically taken
a conservative approach to financial management, as is reflected in the state's
"Aa" rating by Moody's, "AA" rating by S&P, and "AA-" rating by Fitch. Although
Texas has consistently led the U.S. in employment growth, unemployment in Texas
is above the national average. This is due, in part, to the heavy migration into
the state (in 1994 Texas replaced New York as the second most populous state).
Look for economic conditions in Texas to improve further as Mexico comes out of
its economic dilemma.

The state of Virginia has earned its "Aaa" rating by Moody's and "AAA" rating by
S&P and Fitch, by having a low relative tax rate, high per capita income and
strong growth in service sector jobs. A very high share of Virginia's population
is college educated, so it's no surprise that Virginia has the highest per
capita income of any of the southern states. Virginia has also maintained a low
unemployment rate despite strong growth in the labor force. Although it has a
large exposure to defense and related industries, Virginia's prudent financial
management and low debt burden should help to insulate it from any government
cutbacks in those areas.

There can be no assurance that the economic conditions on which the above
ratings for a specific state are based will continue or that particular bond
issues may not be adversely affected by changes in economic or political
conditions. More detailed information about matters relating to each of the
State Intermediate Municipal Bond Funds and State Municipal Bond Funds is
contained in Nations Fund Trust's SAI.

OTHER INVESTMENT COMPANIES: Each Fund may invest in securities issued by other
investment companies to the extent that such investments are consistent with the
Fund's investment objective and policies and permissible under the 1940 Act. As
a shareholder of another investment company, a Fund would bear, along with other
shareholders, its pro rata portion of the other investment company's expenses,
including advisory fees. These expenses would be in addition to the advisory and
other expenses that a Fund bears directly in connection with its own operations.

REAL ESTATE INVESTMENT TRUSTS: A real estate investment trust ("REIT") is a
managed portfolio of real estate investments which may include office buildings,
apartment complexes, hotels and shopping malls. An Equity REIT holds equity
positions in real estate, and it seeks to provide its shareholders with income
from the leasing of its properties, and with capital gains from any sales of
properties. A Mortgage REIT specializes in lending money to developers of
properties, and passes any interest income it may earn to its shareholders.
REITs may be affected by changes in the value of the underlying property owned
or financed by the REIT, while Mortgage REITs also may be affected by the
quality of credit extended. Both Equity and Mortgage REITs are dependent upon
management skill and may not be diversified. REITs also may be subject to heavy
cash flow dependency, defaults by borrowers, self-liquidation, and the
possibility of failing to qualify for tax-free pass-through of income under the
Code.

REPURCHASE AGREEMENTS: A repurchase agreement involves the purchase of a
security by a Fund and a simultaneous agreement (generally with a bank or
broker/dealer) to repurchase that security from the Fund at a specified price
and date or upon demand. This technique offers a method of earning income on
uninvested cash. A risk associated with repurchase agreements is the failure of
the seller to repurchase the securities as agreed, which may cause a Fund to
suffer a loss if the market value of such securities declines before they can be
liquidated on the open market. Repurchase agreements with a duration of more
than seven days are considered illiquid securities and are subject to the limit
stated above. A Fund may enter into joint repurchase agreements jointly with
other investment portfolios of Nations Fund.

SECURITIES LENDING: To increase return on portfolio securities, the Funds may
lend their portfolio securities to broker/dealers and other institutional
investors pursuant to agreements requiring that the loans be continuously
secured by collateral equal at all times in value to at least the market value
of the securities loaned. There is a risk of delay in receiving collateral or in
recovering the securities loaned or even a loss of rights in the collateral
should the borrower of the securities fail financially. However, loans are made
only to borrowers deemed by the Adviser to be credit worthy and when, in their
judgment, the income to be earned from the loan justifies the attendant risks.
The aggregate of all outstanding loans of a Fund may not exceed 30% of the value
of its total assets.

SHORT-TERM TRUST OBLIGATIONS: Nations Prime Fund may invest in short-term
obligations issued by special purpose trusts established to acquire specific
issues of government or corporate securities. Such obligations entitle the Fund
to a proportional fractional interest in payments received by the trust, either
from the underlying securities owned by the trust or pursuant to other
arrangements entered into by the trust. A trust may enter into a swap
arrangement with a highly rated investment firm, pursuant to which the trust
grants to the counterparty certain of its rights with respect to the securities
owned by the trust in exchange for the obligation of the counterparty to make
payments to the trust according to an established formula. The trust obligations
purchased by the Fund must satisfy the quality
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and maturity requirements generally applicable to the Fund pursuant to Rule 2a-7
under the 1940 Act.

STOCK INDEX, INTEREST RATE AND CURRENCY FUTURES CONTRACTS: Certain of the Funds
may purchase and sell futures contracts and related options with respect to
non-U.S. stock indices, non-U.S. interest rates and foreign currencies, that
have been approved by the CFTC for investment by U.S. investors, for the purpose
of hedging against changes in values of a Fund's securities or changes in the
prevailing levels of interest rates or currency exchange rates. The contracts
entail certain risks, including but not limited to the following: no assurance
that futures contracts transactions can be offset at favorable prices; possible
reduction of a Fund's total return due to the use of hedging; possible lack of
liquidity due to daily limits on price fluctuation; imperfect correlation
between the contracts and the securities or currencies being hedged; and
potential losses in excess of the amount invested in the futures contracts
themselves.

Trading on foreign commodity exchanges presents additional risks. Unlike trading
on domestic commodity exchanges, trading on foreign commodity exchanges is not
regulated by the CFTC and may be subject to greater risks than trading on
domestic exchanges. For example, some foreign exchanges are principal markets
for which no common clearing facility exists and a trader may look only to the
broker for performance of the contract. In addition, unless a Fund hedges
against fluctuations in the exchange rate between the U.S. dollar and the
currencies in which trading is done on foreign exchanges, any profits that such
Fund might realize could be eliminated by adverse changes in the exchange rate,
or the Fund could incur losses as a result of those changes.

U.S. GOVERNMENT OBLIGATIONS: U.S. Government Obligations consist of marketable
securities and instruments issued or guaranteed by the U.S. Government or any of
its agencies, authorities or instrumentalities. Direct obligations are issued by
the U.S. Treasury and include all U.S. Treasury instruments. U.S. Treasury
Obligations differ only in their interest rates, maturities and time of
issuance. Obligations of U.S. Government agencies, authorities and
instrumentalities are issued by government-sponsored agencies and enterprises
acting under authority of Congress. Although obligations of federal agencies,
authorities and instrumentalities are not debts of the U.S. Treasury, some are
backed by the full faith and credit of the U.S. Treasury, such as direct
pass-through certificates of the Government National Mortgage Association; some
are supported by the right of the issuer to borrow from the U.S. Government,
such as obligations of Federal Home Loan Banks, and some are backed only by the
credit of the issuer itself, such as obligations of the Federal National
Mortgage Association. No assurance can be given that the U.S. Government would
provide financial support to government-sponsored instrumentalities if it is not
obligated to do so by law.

The market value of U.S. Government Obligations may fluctuate due to
fluctuations in market interest rates. As a general matter, the value of debt
instruments, including U.S. Government Obligations, declines when market
interest rates increase and rises when market interest rates decrease. Certain
types of U.S. Government Obligations are subject to fluctuations in yield or
value due to their structure or contract terms.

VARIABLE- AND FLOATING-RATE INSTRUMENTS: Certain instruments issued, guaranteed
or sponsored by the U.S. Government or its agencies, state and local government
issuers, and certain debt instruments issued by domestic and foreign banks and
corporations may carry variable or floating rates of interest. Such instruments
bear interest rates which are not fixed, but which vary with changes in
specified market rates or indices, such as a Federal Reserve composite index. A
variable-rate demand instrument is an obligation with a variable or floating
interest rate and an unconditional right of demand on the part of the holder to
receive payment of unpaid principal and accrued interest. Certain Funds may
invest in securities with demand features where (a) the security or its issuer
has received a short-term rating from an NRSRO; and (b) the issuer of the demand
feature, or another institution, undertakes to notify promptly the holder of the
security in the event that the demand feature is substituted with a demand
feature provided by another issuer. (Note, however, that certain securities
first issued on or before June 3, 1996 are not subject to these rating and
notice requirements.) An instrument with a demand period exceeding seven days
may be considered illiquid if there is no secondary market for such security.

WHEN-ISSUED, DELAYED DELIVERY AND FORWARD COMMITMENT SECURITIES: The purchase of
new issues of securities on a "when-issued," "delayed delivery" or "forward
commitment" basis occurs when the payment for and delivery of securities take
place at a future date. Because actual payment for and delivery of such
securities generally take place 15 to 45 days after the purchase date,
purchasers of such securities bear the risk that interest rates on debt
securities at the time of delivery may be higher or lower than those contracted
for on the security purchased.

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   Appendix B -- Description Of Ratings

The following summarizes the highest six ratings used by S&P for corporate and
municipal bonds. The first four ratings denote investment grade securities.

     AAA -- This is the highest rating assigned by S&P to a debt obligation and
     indicates an extremely strong capacity to pay interest and repay principal.

     AA -- Debt rated AA is considered to have a very strong capacity to pay
     interest and repay principal and differs from AAA issues only in a small
     degree.

     A -- Debt rated A has a strong capacity to pay interest and repay principal
     although it is somewhat more susceptible to the adverse effects of changes
     in circumstances and economic conditions than debt in higher-rated
     categories.

     BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
     interest and repay principal. Whereas it normally exhibits adequate
     protection parameters, adverse economic conditions or changing
     circumstances are more likely to lead to a weakened capacity to pay
     interest and repay principal for debt in this category than for those in
     higher-rated categories.

     BB, B -- Bonds rated BB and B are regarded, on balance, as predominantly
     speculative with respect to capacity to pay interest and repay principal in
     accordance with the terms of the obligation. BB represents the lowest
     degree of speculation and B a higher degree of speculation. While such
     bonds will likely have some quality and protective characteristics, these
     are outweighed by large uncertainties or major risk exposures to adverse
     conditions.

To provide more detailed indications of credit quality, the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.

The following summarizes the highest six ratings used by Moody's for corporate
and municipal bonds. The first four ratings denote investment grade securities.

     Aaa -- Bonds that are rated Aaa are judged to be of the best quality. They
     carry the smallest degree of investment risk and are generally referred to
     as "gilt edge." Interest payments are protected by a large or by an
     exceptionally stable margin and principal is secure. While the various
     protective elements are likely to change, such changes as can be visualized
     are most unlikely to impair the fundamentally strong position of such
     issues.

     Aa -- Bonds that are rated Aa are judged to be of high quality by all
     standards. Together with the Aaa group they comprise what are generally
     known as high grade bonds. They are rated lower than the best bonds because
     margins of protection may not be as large as in Aaa securities or
     fluctuation of protective elements may be of greater amplitude or there may
     be other elements present which make the long-term risks appear somewhat
     larger than in Aaa securities.

     A -- Bonds that are rated A possess many favorable investment attributes
     and are to be considered upper medium grade obligations. Factors giving
     security to principal and interest are considered adequate, but elements
     may be present which suggest a susceptibility to impairment sometime in the
     future.

     Baa -- Bonds that are rated Baa are considered medium grade obligations,
     I.E., they are neither highly protected nor poorly secured. Interest
     payments and principal security appear adequate for the present but certain
     protective elements may be lacking or may be characteristically unreliable
     over any great length of time. Such bonds lack outstanding investment
     characteristics and in fact have speculative characteristics as well.

     Ba -- Bonds which are rated Ba are judged to have speculative elements;
     their future cannot be considered as well assured. Often the protection of
     interest and principal payments may be very moderate and thereby not well
     safeguarded during both good and bad times over the future. Uncertainty of
     position characterizes bonds in this class.

     B -- Bonds which are rated B generally lack characteristics of the
     desirable investment. Assurance of interest and principal payments or of
     maintenance of other terms of the contract over any long period of time may
     be small.

Moody's applies numerical modifiers (1, 2 and 3) with respect to corporate bonds
rated Aa through B. The modifier 1 indicates that the bond being rated ranks in
the higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the bond ranks in the lower
end of its generic rating category. With regard to municipal bonds, those bonds
in the Aa, A and Baa groups which Moody's believes possess the strongest
investment attributes are designated by the symbols Aa1, A1 or Baa1,
respectively.

The following summarizes the highest four ratings used by D&P for bonds, each of
which denotes that the securities are investment grade:

     AAA -- Bonds that are rated AAA are of the highest credit quality. The risk
     factors are considered to be
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     negligible, being only slightly more than for risk-free U.S. Treasury debt.

     AA -- Bonds that are rated AA are of high credit quality. Protection
     factors are strong. Risk is modest, but may vary slightly from time to time
     because of economic conditions.

     A -- Bonds that are rated A have protection factors which are average but
     adequate. However, risk factors are more variable and greater in periods of
     economic stress.

     BBB -- Bonds that are rated BBB have below average protection factors but
     still are considered sufficient for prudent investment. Considerable
     variability in risk exists during economic cycles.

To provide more detailed indications of credit quality, the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within these major categories.

The following summarizes the highest four ratings used by Fitch for bonds, each
of which denotes that the securities are investment grade:

     AAA -- Bonds considered to be investment grade and of the highest credit
     quality. The obligor has an exceptionally strong ability to pay interest
     and repay principal, which is unlikely to be affected by reasonably
     foreseeable events.

     AA -- Bonds considered to be investment grade and of very high credit
     quality. The obligor's ability to pay interest and repay principal is very
     strong, although not quite as strong as bonds rated AAA. Because bonds
     rated in the AAA and AA categories are not significantly vulnerable to
     foreseeable future developments, short-term debt of these issuers is
     generally rated F-1+.

     A -- Bonds considered to be investment grade and of high credit quality.
     The obligor's ability to pay interest and repay principal is considered to
     be strong, but may be more vulnerable to adverse changes in economic
     conditions and circumstances than bonds with higher ratings.

     BBB -- Bonds considered to be investment grade and of satisfactory credit
     quality. The obligor's ability to pay interest and repay principal is
     considered to be adequate. Adverse changes in economic conditions and
     circumstances, however, are more likely to have adverse impact on these
     bonds, and therefore impair timely payment. The likelihood that the ratings
     of these bonds will fall below investment grade is higher than for bonds
     with higher ratings.

To provide more detailed indications of credit quality, the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.

The following summarizes the two highest ratings used by Moody's for short-term
municipal notes and variable-rate demand obligations:

     MIG-1/VMIG-1 -- Obligations bearing these designations are of the best
     quality, enjoying strong protection from established cash flows, superior
     liquidity support or demonstrated broad-based access to the market for
     refinancing.

     MIG-2/VMIG-2 -- Obligations bearing these designations are of high quality,
     with ample margins of protection although not so large as in the preceding
     group.

The following summarizes the two highest ratings used by S&P for short-term
municipal notes:

     SP-1 -- Very strong or strong capacity to pay principal and interest. Those
     issues determined to possess overwhelming safety characteristics are given
     a "plus" (+) designation.

     SP-2 -- Satisfactory capacity to pay principal and interest.

The three highest rating categories of D&P for short-term debt, each of which
denotes that the securities are investment grade, are D-1, D-2 and D-3. D&P
employs three designations, D-1+, D-1 and D-1-, within the highest rating
category. D-1+ indicates highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or access to alternative
sources of funds, is judged to be "outstanding, and safety is just below
risk-free U.S. Treasury short-term obligations." D-1 indicates very high
certainty of timely payment. Liquidity factors are excellent and supported by
good fundamental protection factors. Risk factors are considered to be minor.
D-1- indicates high certainty of timely payment. Liquidity factors are strong
and supported by good fundamental protection factors. Risk factors are very
small. D-2 indicates good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small. D-3 indicates satisfactory liquidity and other protection factors which
qualify the issue as investment grade. Risk factors are larger and subject to
more variation. Nevertheless, timely payment is expected.

The following summarizes the two highest rating categories used by Fitch for
short-term obligations, each of which denotes securities that are investment
grade:

     F-1+ securities possess exceptionally strong credit quality. Issues
     assigned this rating are regarded as having the strongest degree of
     assurance for timely payment.
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     F-1 securities possess very strong credit quality. Issues assigned this
     rating reflect an assurance of timely payment only slightly less in degree
     than issues rated F-1+.

     F-2 securities possess good credit quality. Issues carrying this rating
     have a satisfactory degree of assurance for timely payment, but the margin
     of safety is not as great as for issues assigned the F-1+ and F-1 ratings.

Commercial paper rated A-1 by S&P indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted A-1+. Capacity for timely payment on
commercial paper rated A-2 is satisfactory, but the relative degree of safety is
not as high as for issues designated A-1.

The rating Prime-1 is the highest commercial paper rating assigned by Moody's.
Issuers rated Prime-1 (or related supporting institutions) are considered to
have a superior capacity for repayment of senior short-term obligations. Issuers
rated Prime-2 (or related supporting institutions) are considered to have a
strong capacity for repayment of senior short-term obligations. This will
normally be evidenced by many of the characteristics of issuers rated Prime-1,
but to a lesser degree. Earnings trends and coverage ratios, while sound, will
be more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.

For commercial paper, D&P uses the short-term debt ratings described above.

For commercial paper, Fitch uses the short-term debt ratings described above.

BankWatch ratings are based upon a qualitative and quantitative analysis of all
segments of the organization including, where applicable, holding company and
operating subsidiaries. BankWatch ratings do not constitute a recommendation to
buy or sell securities of any of these companies. Further, BankWatch does not
suggest specific investment criteria for individual clients.

BankWatch long-term ratings apply to specific issues of long-term debt and
preferred stock. The long-term ratings specifically assess the likelihood of
untimely payment of principal or interest over the term to maturity of the rated
instrument. The following are the four investment grade ratings used by
BankWatch for long-term debt:

     AAA -- The highest category; indicates ability to repay principal and
     interest on a timely basis is extremely high.

     AA -- The second highest category; indicates a very strong ability to repay
     principal and interest on a timely basis with limited incremental risk
     versus issues rated in the highest category.

      A -- The third highest category; indicates the ability to repay principal
     and interest is strong. Issues rated "A" could be more vulnerable to
     adverse developments (both internal and external) than obligations with
     higher ratings.

     BBB -- The lowest investment grade category; indicates an acceptable
     capacity to repay principal and interest. Issues rated "BBB" are, however,
     more vulnerable to adverse developments (both internal and external) than
     obligations with higher ratings.

The BankWatch short-term ratings apply to commercial paper, other senior
short-term obligations and deposit obligations of the entities to which the
rating has been assigned. The BankWatch short-term ratings specifically assess
the likelihood of an untimely payment of principal or interest.

     TBW-1 -- The highest category; indicates a very high likelihood that
     principal and interest will be paid on a timely basis.

     TBW-2 -- The second highest category; while the degree of safety regarding
     timely repayment of principal and interest is strong, the relative degree
     of safety is not as high as for issues rated "TBW-1".

     TBW-3 -- The lowest investment grade category; indicates that while more
     susceptible to adverse developments (both internal and external) than
     obligations with higher ratings, capacity to service principal and interest
     in a timely fashion is considered adequate.

     TBW-4 -- The lowest rating category; this rating is regarded as
     non-investment grade and therefore speculative.

The following summarizes the four highest long-term ratings used by IBCA:

     AAA -- Obligations for which there is the lowest expectation of investment
     risk. Capacity for timely repayment of principal and interest is
     substantial such that adverse changes in business, economic or financial
     conditions are unlikely to increase investment risk significantly.

     AA -- Obligations for which there is a very low expectation of investment
     risk. Capacity for timely repayment of principal and interest is
     substantial. Adverse changes in business, economic or financial conditions
     may increase investment risk albeit not very significantly.

     A -- Obligations for which there is a low expectation of investment risk.
     Capacity for timely repayment of principal and interest is strong, although
     adverse
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     changes in business, economic or financial conditions may lead to increased
     investment risk.

     BBB -- Obligations for which there is currently a low expectation of
     investment risk. Capacity for timely repayment of principal and interest is
     adequate, although adverse changes in business, economic or financial
     conditions are more likely to lead to increased investment risk than for
     obligations in other categories.

A plus or minus sign may be appended to a rating below AAA to denote relative
status within major rating categories.

The following summarizes the two highest short-term debt ratings used by IBCA:

     A1+ -- When issues possess a particularly strong credit feature.

     A1 -- Obligations supported by the highest capacity for timely repayment.

     A2 -- Obligations supported by a good capacity for timely repayment.
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