NATIONS FUND, INC.
Nations International Growth Fund
Prospectus Supplement dated June 30, 1997
to Prospectuses dated May 23, 1997
Kleinwort Benson Investment Management Americas Inc. ("Kleinwort Benson"),
currently serves as the investment sub-adviser to Nations International Growth
Fund (the "Fund"). After July 11, 1997, Gartmore Global Partners ("Gartmore")
will replace Kleinwort Benson as investment sub-adviser to the Fund. NationsBanc
Advisors, Inc. ("NBAI") will continue to serve as investment adviser to the
Fund. The Board of Directors of the Fund has approved a sub-advisory agreement
with Gartmore that is substantially identical to the agreement among the Fund,
NBAI, and Kleinwort Benson. As such, for services provided, Gartmore will be
entitled to receive from NBAI sub-advisory fees, computed daily and paid
monthly, at the annual rate of .40% of the Fund's average daily net assets up to
and including $325,000,000 in assets and .25% on assets in excess of
$325,000,000. In addition, the Board of Directors has approved an increase in
the fees payable by NBAI to Gartmore to .70% of the Fund's average daily net
assets. (Because sub-advisory fees are paid by NBAI, this proposed increase will
not affect the total level of advisory fees paid by the Fund.) It is anticipated
that shareholders of the Fund will vote on the proposed arrangement with
Gartmore by the end of September, 1997.
Gartmore, with principal offices at One NationsBank Plaza, Charlotte, North
Carolina 28255, is a joint venture structured as a general partnership between
NB Partner Corp., a wholly owned subsidiary of NationsBank, N.A., and Gartmore
U.S. Limited, an indirect, wholly owned subsidiary of Gartmore Investment
Management plc, which is the holding company for a leading UK-based
international fund management group of companies. National Westminster Bank plc
and affiliated entities own 100% of the equity of Gartmore Investment Management
plc.
Brian O'Neill will be the Portfolio Manager for Nations International
Growth Fund. Mr. O'Neill is the Principal SeniorInvestment Manager of the
Gartmore Global Portfolio Team. Mr. O'Neill joined Gartmore as a Senior
Investment Manager on the Global Portfolio Team in 1981 with responsibility for
a variety of specialized global funds, including resource funds. Mr. O'Neill
began his career with Royal Insurance in 1970 as an investment analyst
specializing in United Kingdom research. He then expanded his field ofexpertise
to include management of global equities, and in 1978 he moved to Antony Gibbs &
Sons where he was appointed as a fund manager, specializing in global equities.
Mr. O'Neill graduated from Glasgow University in 1969 with a MA Honours degree
in Political Economy.
