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.