NATIONS FUND TRUST
NATIONS FUND, INC.
NATIONS FUND PORTFOLIOS, INC.
Supplement dated December 17, 1998
to Prospectuses dated August 1, 1998
The combined prospectuses for the Primary A, Primary B, Investor A,
Investor B, Investor C and Daily Shares of the funds of Nations Fund Trust,
Nations Fund, Inc. and Nations Fund Portfolios, Inc. are hereby supplemented by
deleting the paragraphs referencing the services of Stephens Inc. as
administrator, First Data Investor Services Group, Inc. as co-administrator and
NBAI as sub-administrator under the heading "How The Funds Are Managed--Other
Service Providers" and inserting the following:
Stephens Inc. ("Stephens"), with principal offices at 111 Center
Street, Little Rock, Arkansas 72201, serves as administrator of Nations
Funds. On December 1, 1998, NBAI began serving as co-administrator of the
Funds with Stephens. Under the new arrangements, which will become
effective on a Fund by Fund basis during the fourth quarter of 1998 and
the first quarter of 1999, Stephens and NBAI provide various
administrative, accounting and corporate secretarial services to the
Funds. Stephens and NBAI shall be entitled to receive a combined fee at
the indicated annual rate of the following Funds' average daily net
assets: money market Funds -- .10% (which is the same contractual rate as
the prior arrangements), fixed income Funds -- .12%, international Funds
-- .12%, domestic equity Funds -- .13%, as well as certain out-of-pocket
expenses. These fee rates will become effective for all of the Funds by
the end of the first quarter of 1999.
Effective at the same time as each Fund's new co-administration
arrangements, The Bank of New York ("BNY") will begin serving as
sub-administrator for the Fund. Under the sub-administration arrangements,
BNY assists NBAI and Stephens in performing certain administrative and
accounting services.
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[MORRISON & FOERSTER LLP LETTERHEAD]
