NATIONS INSTITUTIONAL RESERVES
497, 1999-06-14
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                               NATIONS FUND TRUST
                               NATIONS FUND, INC.
                          NATIONS FUND PORTFOLIOS, INC.
                          NATIONS LIFEGOAL FUNDS, INC.
                     INVESTOR A, INVESTOR C AND DAILY SHARES
                         SUPPLEMENT DATED JUNE 14, 1999
              TO PROSPECTUSES DATED AUGUST 1, 1998, AS SUPPLEMENTED

                         NATIONS INSTITUTIONAL RESERVES
                                  DAILY SHARES
                         SUPPLEMENT DATED JUNE 14, 1999
                     TO PROSPECTUSES DATED JANUARY 25, 1999
                                AND MAY 21, 1999

         The combined prospectus for the Investor A Shares of Nations Managed
Index Fund, Nations Managed SmallCap Index Fund, Nations Managed Value Index
Fund and Nations Managed SmallCap Value Index Fund is hereby supplemented by
adding the following paragraph under the section entitled "HOW TO EXCHANGE
SHARES" after the first paragraph of that section:

         Shareholders who acquired Investor A shares of any of the managed index
         funds through a conversion of Investor C Shares initially purchased
         through 401(k) plans may, in addition to the exchange features
         described above, exchange their shares for Investor C Shares of any
         non-money market Fund or Daily Shares of any money market fund of
         Nations Funds.

         The combined prospectuses for the Investor C Shares of the non-money
market Funds are hereby supplemented by adding the following paragraph under the
section entitled "HOW TO EXCHANGE SHARES - INVESTOR C SHARES" after the first
paragraph of that section:

         Investor C Shares of a non-money market Fund that were originally
         obtained in an exchange of Investor A Shares of a managed index fund
         for Investor C Shares of a non-money market Fund may be exchanged for
         Investor A Shares of a managed index fund.

         The combined prospectuses for the Daily Shares of the money market
Funds are hereby supplemented by adding the following paragraph under the
section entitled "HOW TO EXCHANGE SHARES" after the first paragraph of that
section:

         Daily Shares of a money market fund that were originally obtained in an
         exchange of Investor A Shares of a managed index fund for Daily Shares
         of a money market fund may be exchanged for Investor A Shares of a
         managed index fund.

<PAGE>

                        NATIONS INSTITUTIONAL RESERVES

                              NATIONS CASH RESERVES
                          NATIONS MONEY MARKET RESERVES
                            NATIONS TREASURY RESERVES
                           NATIONS GOVERNMENT RESERVES
                           NATIONS MUNICIPAL RESERVES

                         SUPPLEMENT DATED JUNE 14, 1999
                    TO PROSPECTUSES DATED SEPTEMBER 1, 1998,
               JANUARY 25, 1999 AND MAY 21, 1999, AS SUPPLEMENTED

1.   The combined prospectuses for all share classes of Nations Cash Reserves,
     Nations Money Market Reserves, Nations Treasury Reserves, Nations
     Government Reserves and Nations Municipal Reserves are hereby supplemented
     by deleting the paragraph regarding advisory fees under the section
     entitled "HOW THE FUNDS ARE MANAGED -- INVESTMENT ADVISER" and inserting in
     its place the following paragraph and also by replacing all references to
     contractual advisory fees with the following information as appropriate:

         For the services provided and expenses assumed pursuant to an
         investment advisory agreement, NBAI is entitled receive advisory fees,
         computed daily and paid monthly, at the annual rates of 0.15% of
         average daily net assets of Nations Cash Reserves, Nations Money Market
         Reserves, Nations Treasury Reserves, Nations Government Reserves and
         Nations Municipal Reserves.

2. The prospectuses for all share classes of Nations Government Reserves are
hereby supplemented by deleting the first paragraph under the section entitled
"HOW OBJECTIVES ARE PURSUED -- NATIONS GOVERNMENT RESERVES" and inserting in its
place the following paragraph:

         In pursuing its investment objective, the Fund will invest in direct
         obligations issued by the U.S. Treasury, STRIPS and in U.S. Government
         Obligations.

3.   The combined prospectus for the Trust Class Shares of Nations Cash
     Reserves, Nations Money Market Reserves, Nations Treasury Reserves, Nations
     Government Reserves and Nations Municipal Reserves is hereby supplemented
     by deleting the paragraph entitled "TELEPHONE TRANSACTIONS" under the
     section entitled "HOW TO BUY SHARES."

4.   The combined prospectus for the Daily Class Shares of Nations Cash
     Reserves, Nations Money Market Reserves, Nations Treasury Reserves, Nations
     Government Reserves and Nations Municipal Reserves is hereby supplemented
     by:


                                       1

<PAGE>

     1. Deleting the paragraph entitled "MINIMUM PURCHASE" under the section
     entitled "PROSPECTUS SUMMARY" and adding the following paragraph:

        o     MINIMUM PURCHASE: The minimum initial investment in Daily Class
              Shares is $1,000 except that the minimum initial investment is
              $100 for investors participating on a monthly basis in the
              Systematic Investment Plan.

     2. Adding the following sentence under the section entitled "HOW TO BUY
     SHARES" immediately before the last sentence of the paragraph entitled
     "SYSTEMATIC INVESTMENT PLAN":

         The minimum investment in Daily Class Shares for investors
         participating in the SIP on a monthly basis is $100.

     3. Adding the following paragraphs under the section entitled "HOW TO
     REDEEM SHARES," before the paragraph entitled "AUTOMATIC WITHDRAWAL PLAN":

                  CHECKWRITING PRIVILEGES: Free checkwriting is available with
         respect to Daily Class Shares of the Funds. With this service, a
         shareholder may write checks in the amount of $250 or more. To obtain
         checks, a shareholder must complete the signature section included
         within the Account Application Form. To establish this checkwriting
         service after opening an account in one of the Funds, the shareholder
         must contact his/her Agent by telephone or mail to obtain an
         Application Form. A shareholder will receive the dividends and
         distributions declared on the shares to be redeemed up to the day that
         a check is presented to the Custodian for payment. Upon 30 days' prior
         written notice to shareholders, the checkwriting privilege may be
         modified or terminated. An investor cannot close an account in a Fund
         by writing a check.

5.   The combined prospectus for the Investor Class Shares of Nations Cash
     Reserves, Nations Money Market Reserves, Nations Treasury Reserves, Nations
     Government Reserves and Nations Municipal Reserves is hereby supplemented
     by:

     1. Adding the following paragraph under the section entitled "HOW TO BUY
     SHARES" before the paragraph entitled "TELEPHONE TRANSACTIONS" :

                  SYSTEMATIC INVESTMENT PLAN: Under the Funds' Systematic
         Investment Plan ("SIP"), a shareholder may automatically purchase
         Investor Class Shares. On a bi-monthly, monthly or quarterly basis,
         shareholders may direct cash to be transferred automatically from their
         checking or savings account at any bank which is a member of the
         Automated Clearing House to the Fund account. Transfers will occur on
         or about the 15th and/or the last day of the applicable month. Subject
         to certain exceptions for employees of NationsBank and its affiliates
         and pre-existing SIP accounts, the systematic investment amount may be

                                       2
<PAGE>

         in any amount from $50 to $100,000. For more information concerning the
         SIP, contact your Agent.

     2. Adding the following paragraphs at the end of the section entitled "HOW
TO REDEEM SHARES" :

                  CHECKWRITING PRIVILEGES: Free checkwriting is available with
         respect to Investor Class Shares of the Funds. With this service, a
         shareholder may write checks in the amount of $250 or more. To obtain
         checks, a shareholder must complete the signature section included
         within the Account Application Form. To establish this checkwriting
         service after opening an account in one of the Funds, the shareholder
         must contact his/her Agent by telephone or mail to obtain an
         Application Form. A shareholder will receive the dividends and
         distributions declared on the shares to be redeemed up to the day that
         a check is presented to the Custodian for payment. Upon 30 days' prior
         written notice to shareholders, the checkwriting privilege may be
         modified or terminated. An investor cannot close an account in a Fund
         by writing a check.

                  AUTOMATIC WITHDRAWAL PLAN: An Automatic Withdrawal Plan
         ("AWP") may be established by a new or existing shareholder of a Fund
         if the value of the Investor Class Shares in his/her accounts within
         the Nations Funds Family (valued at the net asset value at the time of
         the establishment of the AWP) equals $10,000 or more. Shareholders who
         elect to establish an AWP may receive a monthly, quarterly or annual
         check or automatic transfer to a checking or savings account in a
         stated amount of not less than $25 on or about the 10th or 25th day of
         the applicable month of the withdrawal. Investor Class Shares will be
         redeemed as necessary to meet withdrawal payments. Withdrawals will
         reduce principal and may eventually deplete the shareholder's account.
         If a shareholder desires to establish an AWP after opening an account,
         a signature guarantee will be required. An AWP may be terminated by a
         shareholder on 30 days' written notice to his/her Agent or by Nations
         Funds at any time.

6.   The combined prospectus for the Service Class Shares of Nations Cash
     Reserves, Nations Money Market Reserves, Nations Treasury Reserves, Nations
     Government Reserves and Nations Municipal Reserves is hereby supplemented
     by:

     1. Deleting the paragraph entitled "MINIMUM PURCHASE" under the section
     entitled "PROSPECTUS SUMMARY" and adding the following paragraph:

        o     MINIMUM PURCHASE: The minimum initial investment in Service Class
              Shares is $1,000 except that the minimum initial investment is
              $100 for investors participating on a monthly basis in the
              Systematic Investment Plan.

                                       3

<PAGE>

     2. Adding the following sentence under the section entitled "HOW TO BUY
     SHARES" immediately before the last sentence of the paragraph entitled
     "SYSTEMATIC INVESTMENT PLAN":

         The minimum investment in Service Class Shares for investors
         participating in the SIP on a monthly basis is $100.

     3. Adding the following paragraph under the section entitled "HOW TO REDEEM
     SHARES," before the paragraph entitled "AUTOMATIC WITHDRAWAL PLAN":

                  CHECKWRITING PRIVILEGES: Free checkwriting is available with
         respect to Service Class Shares of the Funds. With this service, a
         shareholder may write checks in the amount of $250 or more. To obtain
         checks, a shareholder must complete the signature section included
         within the Account Application Form. To establish this checkwriting
         service after opening an account in one of the Funds, the shareholder
         must contact his/her Agent by telephone or mail to obtain an
         Application Form. A shareholder will receive the dividends and
         distributions declared on the shares to be redeemed up to the day that
         a check is presented to the Custodian for payment. Upon 30 days' prior
         written notice to shareholders, the checkwriting privilege may be
         modified or terminated. An investor cannot close an account in a Fund
         by writing a check.

7.   The combined prospectuses for all share classes of Nations Cash Reserves,
     Nations Money Market Reserves, Nations Treasury Reserves, Nations
     Government Reserves and Nations Municipal Reserves of Nations Institutional
     Reserves are hereby supplemented by:

1.   Deleting the third paragraph under the heading "ABOUT YOUR INVESTMENT--HOW
     TO BUY SHARES" and inserting in its place the following:

                  Purchases and redemptions may be made on days on which the
         Federal Reserve Bank of New York is open for business (a "Business
         Day"). In order for a purchase order to be processed on a Business Day,
         the order must have been received by Stephens, the Transfer Agent or
         their respective agents no later than the times shown below.

         ----------------------------------------------- -----------------------
         Nations Cash Reserves, Nations Money Market
         Reserves and Nations Treasury Reserves
         (Capital, Liquidity and Adviser Class Shares)  5:00 p.m., Eastern time
         ---------------------------------------------- ------------------------
         Nations Cash Reserves, Nations Money Market
         Reserves and Nations Treasury Reserves
         (Market, Daily, Investor, Service and Trust
         Class                                          3:00 p.m., Eastern time
         ---------------------------------------------- ------------------------


                                       4
<PAGE>

         ---------------------------------------------- ------------------------
         Shares)
         ---------------------------------------------- ------------------------
         Nations Government Reserves (all classes)      12:00 noon, Eastern time
         ---------------------------------------------- ------------------------
         Nations Municipal Reserves (all classes)       12:00 noon, Eastern time
         ---------------------------------------------- ------------------------

                  A purchase order received after such times 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. With respect to orders received by
         the times indicated above, if federal funds are not available by 4:00
         p.m., Eastern time, the order may be canceled, except for Capital,
         Liquidity and Adviser Class Shares of Nations Cash Reserves, Nations
         Money Market Reserves and Nations Treasury Reserves, where federal
         funds must, as a general matter, be made available by 5:30 p.m.,
         Eastern time. The Trust and Stephens reserve the right to vary these
         times under particular circumstances such as greater-than-normal wiring
         activity. The Trust and Stephens reserve the right to reject any
         purchase order.

2.   Deleting the first paragraph under the heading "ABOUT YOUR INVESTMENT--HOW
     TO REDEEM SHARES" and inserting in its place the following:

                  In order for a redemption order to be processed on a Business
         Day, it must be received by Stephens, the Transfer Agent or their
         respective agents no later than the times shown below.

         ----------------------------------------------- -----------------------
         Nations Cash Reserves, Nations Money Market
         Reserves and Nations Treasury Reserves
         (Capital, Liquidity and Adviser Class Shares)  5:00 p.m., Eastern time
         --------------------------------------------- -------------------------
         Nations Cash Reserves, Nations Money Market
         Reserves and Nations Treasury Reserves
         (Market, Daily, Investor, Service and Trust
         Class Shares)                                  3:00 p.m., Eastern time
         ---------------------------------------------- ------------------------


                                       5
<PAGE>


         Nations Government Reserves (all classes)      12:00 noon, Eastern time
         ---------------------------------------------- ------------------------

         Nations Municipal Reserves (all classes)       12:00 noon, Eastern time
         ---------------------------------------------- ------------------------

                  Shareholders are encouraged to submit redemption orders as
         early in the day as possible. Redemption orders received after the
         times shown above will not be processed until the next Business Day
         after receipt. All redemption orders will be processed at the net asset
         value next determined after receipt of the order by Stephens, the
         Transfer Agent or their respective agents. Redeemed shares are not
         entitled to dividends declared on the day the redemption order is
         processed. The Trust reserves the right to defer payment of redemption
         proceeds for up to three Business Days after the redemption order is
         processed.

3.   Deleting the first two sentences under the heading "ABOUT YOUR
     INVESTMENT--HOW THE FUNDS VALUE THEIR SHARES" and inserting in their place
     the following:

                  The net asset value of a share of each class is calculated by
         dividing the total value of its respective assets, less liabilities, by
         the number of shares in the class outstanding. Shares are valued as of
         5:00 p.m., Eastern time (12:00 noon, Eastern time, with respect to
         Nations Municipal Reserves and Nations Government Reserves), on each
         Business Day.

4.   Deleting the first sentence under the heading "HOW DIVIDENDS AND
     DISTRIBUTIONS ARE MADE; TAX INFORMATION--DIVIDENDS AND DISTRIBUTIONS" and
     inserting in its place the following:

                  The net income of Nations Cash Reserves, Nations Money Market
         Reserves, Nations Treasury Reserves, Nations Government Reserves and
         Nations Municipal Reserves is determined and declared on each Business
         Day as a dividend to shareholders of record on the day of declaration.

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