NATIONS FUND, INC.
NATIONS INTERNATIONAL GROWTH FUND
Supplement dated May 8, 2000
to Prospectuses dated August 1, 1999, as supplemented
The prospectuses for all share classes of Nations International Growth Fund are
hereby supplemented by:
1. Adding the following bullet point paragraph at the end of the section
entitled "About the International Funds -- Nations International Growth
Fund -- Risks and other things to consider":
o Proposed reorganization - On April 26, 2000, the Board of Directors of
Nations Fund, Inc. approved the reorganization of Nations International
Growth Fund into Nations International Equity Fund. Under an Agreement and
Plan of Reorganization (the "Plan"), Nations International Equity Fund will
acquire all of the assets of Nations International Growth Fund in exchange
for corresponding shares of equal value of Nations International Equity
Fund and the assumption by Nations International Equity Fund of all
liabilities of Nations International Growth Fund. If the Plan is approved
by shareholders of Nations International Growth Fund at a special meeting
of shareholders that has been called for early August 2000, the
reorganization is expected to occur in mid-September 2000.
2. Adding the following sentence at the end of the first paragraph of the
section entitled "An overview of the Funds":
As of May 15, 2000, Nations International Growth Fund is closed to
new investors. Current shareholders of this Fund may continue to
purchase additional shares.
