NATIONS FUND, INC.
NATIONS RESERVES
(the "Companies")
NATIONS INTERNATIONAL GROWTH FUND
NATIONS EMERGING MARKETS FUND
NATIONS ASSET ALLOCATION FUND
NATIONS INTERNATIONAL EQUITY FUND
NATIONS BLUE CHIP FUND
Supplement dated April 5, 2000
to Prospectuses dated August 1 or August 20, 1999
1. The combined prospectuses for the Primary A, Investor A, Investor B and
Investor C Shares of Nations International Growth Fund, Nations Emerging Markets
Fund (collectively, the "Funds") and Nations International Equity Fund are
hereby supplemented by inserting the information below at the end of the second
paragraph under the heading "How the Funds Are Managed--Investment sub-advisers
- -- Gartmore Global Partners", as follows:
On March 6, 2000, National Westminster Bank plc, the parent
company of Gartmore Investment Management plc, was sold to Royal Bank
of Scotland. Under the 1940 Act, this sale is considered a change in
Gartmore's ownership and control, resulting in the automatic
termination of Gartmore's investment sub-advisory agreements with the
Funds and Nations International Equity Master Portfolio. The Boards of
Trustees/Directors of the Companies and Nations Master Investment Trust
have approved interim investment sub-advisory agreements with Gartmore
which allow Gartmore to continue serving as investment sub-adviser to
the Funds and as one of three investment sub-advisers to the Master
Portfolio until August 3, 2000, when the interim agreements expire. The
shareholders of the Funds must approve a new investment sub-advisory
agreement with Gartmore in order for Gartmore to serve as investment
sub-adviser to the Funds by August 3, 2000, unless the SEC allows this
date to be extended. The shareholders of Nations International Equity
Fund must vote to instruct Nations International Equity Fund's
secretary on whether to approve a new investment sub-advisory agreement
between Nations International Equity Master Portfolio and Gartmore by
the same date.
In addition, NB Partner Corp. has indicated its intention to
transfer its ownership interest in Gartmore to Gartmore's new owner,
Royal Bank of Scotland, on or about April 28, 2000, and Royal Bank of
Scotland is expected to sell its entire interest in Gartmore Investment
Management plc on or about June 30, 2000 to Nationwide Mutual Insurance
Company. If these events occur, Bank of America would no longer hold
any ownership interest directly or indirectly in Gartmore. The events
would be considered second and third changes in Gartmore's ownership
and control, each requiring Board and shareholder approvals of interim
investment sub-advisory agreements for the Funds and Nations
International Equity Master Portfolio.
It is anticipated that the Companies and Nations Master
Investment Trust will call special meetings of the Funds' shareholders
and the Master Portfolio's interestholders to be held prior to the
expiration of the interim agreements seeking ratification of all
applicable interim investment sub-advisory agreements as well as
approval of Gartmore's definitive investment sub-advisory agreement for
each Fund and Nations International Equity Master Portfolio. Proxy
materials discussing the various changes in Gartmore's ownership and
control are expected to be mailed during the second quarter of 2000.
2. The combined prospectuses for the Primary A, Investor A, Investor B and
Investor C Shares of Nations Asset Allocation Fund and Nations Blue Chip Fund
are hereby supplemented by inserting the information below at the end of the
first paragraph under the heading "How the Funds Are Managed--Investment
sub-advisers -- Chicago Equity Partners Corporation", as follows:
On or about April 30, 2000, Chicago Equity will be reorganized
into a new entity, Chicago Equity Partners LLC ("New Chicago Equity"),
owned by Chicago Equity's former management. Bank of America, N.A. will
have no ownership interest in New Chicago Equity. Under the 1940 Act,
this sale and change in the ownership and control of Chicago Equity
will result in the automatic termination of Chicago Equity's investment
sub-advisory agreements with Nations Asset Allocation Fund and Nations
Blue Chip Master Portfolio. The Board of Trustees of Nations Reserves
and Nations Master Investment Trust have each approved an interim
investment sub-advisory agreement with New Chicago Equity which allows
it to serve as investment sub-adviser to Nations Blue Chip Master
Portfolio and as one of two investment sub-advisers to Nations Asset
Allocation Fund until late September 2000, when the interim agreements
expire. The shareholders of Nations Asset Allocation Fund must approve
a definitive investment sub-advisory agreement between the Fund and New
Chicago Equity by the expiration of the interim period. The
shareholders of Nations Blue Chip Fund must also vote to instruct
Nations Blue Chip Fund's secretary on whether to approve an investment
sub-advisory agreement between Nations Blue Chip Master Portfolio and
New Chicago Equity by that date. It is anticipated that Nations
Reserves and Nations Master Investment Trust will call special meetings
of the Funds' shareholders and the Master Portfolio's interestholders
to be held prior to the expiration of the interim agreement(s) seeking
their approval of the investment sub-advisory agreement with New
Chicago Equity. Proxy materials discussing the change in control are
expected to be mailed during the second quarter of 2000.
