NATIONS RESERVES
                              NATIONS FUNDS TRUST

                       Supplement dated October 31, 2001
                     to Prospectuses dated August 1, 2001

          I.  Spring 2002 Reorganization

               A. The prospectuses for all share classes of Nations Blue Chip
               Fund (the "Fund") are hereby supplemented by adding the
               following bullet point paragraph and chart at the end of the
               section entitled "About the Funds -- Other important
               information":

               .  Proposed reorganization -- On October 10, 2001, the Board of
               Trustees of Nations Blue Chip Fund approved its reorganization
               into a newly created successor fund to Nations Strategic Growth
               Fund. The principal effect of this reorganization would be to
               convert your Fund investment into an investment in a fund with
               the objective, principal investment strategies and risks of
               Nations Strategic Growth Fund. Shareholders of Nations Blue Chip
               Fund will be asked to consider and vote on an Agreement and Plan
               of Reorganization at a special shareholder meeting that will
               likely be held in March 2002. If shareholders approve this plan,
               the reorganization is expected to occur in the second quarter of
               2002. At that time, shares of Nations Blue Chip Fund would be
               exchanged for shares of equal value of the newly created
               successor to Nations Strategic Growth Fund.

               B. The prospectuses for all share classes of Nations Blue Chip
               Fund are hereby supplemented by adding the following sentence at
               the end of the first paragraph of the section entitled "An
               overview of the Funds":

                       On or about November 30, 2001, Nations Blue Chip Fund
                 will close to new investors in light of the proposed
                 reorganization of this Fund. Shareholders of this Fund as of
                 that date may continue to purchase additional shares.

          II. Sub-Advisory Arrangements with Chicago Equity Partners, LLC

               A. The prospectuses for all share classes of Nations Blue Chip
               Fund and Nations Asset Allocation 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 -- Chicago Equity Partners, LLC" as
               follows:

                       On October 10, 2001, the Boards of Nations Funds Trust
                 and Nations Master Investment Trust approved the replacement
                 of Chicago Equity Partners, LLC as the investment sub-adviser
                 to Nations Blue Chip Master Portfolio ("Master Portfolio") and
                 Nations Asset Allocation Fund with Banc of America Capital
                 Management, LLC ("BACAP") effective January 1, 2002. The
                 Boards have each approved an interim investment sub-advisory
                 agreement with BACAP which allows it to serve as investment
                 sub-adviser to the Master Portfolio and Fund through May 2002.
                 The shareholders of Nations Asset Allocation Fund will be
                 asked to approve a definitive investment sub-advisory
                 agreement between the Fund and BACAP by the expiration of the
                 interim period. It is anticipated that Nations Funds Trust
                 will hold a special meeting of Nations Asset Allocation Fund's
                 shareholders in March 2002 prior to the expiration of the
                 interim agreement in order to obtain their approval of the
                 investment sub-advisory agreement with BACAP. Proxy materials
                 discussing the change in sub-advisory arrangements are
OCTSUPP1

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                 expected to be mailed in the first quarter of 2002. Nations
                 Blue Chip Master Portfolio will not request approval of a
                 definitive investment sub-advisory agreement due to the Master
                 Portfolio's anticipated reorganization in the second quarter
                 of 2002.

               B. Effective January 1, 2002, the prospectuses for all share
               classes of Nations Blue Chip Fund and Nations Asset Allocation
               Fund are hereby supplemented by deleting all references to
               Chicago Equity Partners, LLC and replacing the discussion of the
               Funds under the heading "About the Funds" with the discussion
               attached at the end of this document, which reflects BACAP as
               the new sub-adviser of each Fund, as well as changes to
               principal investment strategies and certain stated risks of each
               Fund. Corresponding changes relating to the new sub-advisory
               arrangements also should be reflected throughout each
               prospectus. Changing the sub-adviser from Chicago Equity
               Partners, LLC to BACAP may cause repositioning of the Funds'
               portfolios, thereby possibly causing the Funds to incur
               increased brokerage commissions and/or to make taxable capital
               gain or other distributions to shareholders.


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[Graphic]
     About the sub-advisers

     Banc of America Capital Management, LLC ("BACAP") is this Fund's
     sub-adviser. BACAP's Growth Strategies Team makes the day-to-day
     investment decisions for the equity portion of the Fund. BACAP's Fixed
     Income Management Team makes the day-to-day investment decisions for the
     fixed income and money market portions of the Fund.


[Graphic]
     What is an asset
     allocation fund?

     This asset allocation fund invests in a mix of equity and fixed income
     securities, and cash equivalents.

     Each of these "asset classes" has different risk/return characteristics.
     The portfolio management team changes the mix based on its assessment of
     the expected risks and returns of each class.

     Asset allocation funds like this one can provide a diversified asset mix
     for you in a single investment.



Nations Asset Allocation Fund

[Graphic]
     Investment objective
     The Fund seeks to obtain long-term growth from capital appreciation, and
     dividend and interest income.

[Graphic]

     Principal investment strategies
     The Fund invests in a mix of equity and fixed income securities, as well
     as cash equivalents, including U.S. government obligations, commercial
     paper and other short-term, interest-bearing instruments.

The equity securities the Fund invests in are primarily common stocks of blue
chip companies. These companies are well established, nationally known
companies that have a long record of profitability and a reputation for quality
management, products and services.

The fixed income securities the Fund invests in are primarily investment grade
bonds and notes; however, the Fund may invest up to 10% of its total assets in
high yield debt securities. The Fund normally invests at least 25% of its
assets in senior securities. The Fund may also invest up to 35% of its assets
in mortgage-backed and asset-backed securities.

In the fixed income portion of its portfolio, the Fund may also engage in
repurchase, reverse repurchase and forward purchase agreements. These
investments will generally be short-term in nature and are primarily used to
seek to enhance returns and manage liquidity. In addition, the Fund may use
futures, interest rate swaps, total return swaps, options, and other derivative
instruments to seek to enhance returns, to hedge some of the risks of its
investments in fixed income securities or as a substitute for a position in an
underlying asset.

The Fund may also invest in securities that aren't part of its principal
investment strategies, but it won't hold more than 10% of its assets in any one
type of these securities. These securities are described in the SAI.

The team uses asset allocation as its principal investment approach. The team
actively allocates assets among the three asset classes based on its assessment
of the expected risks and returns of each class.

For the equity portion of the Fund, the team identifies stocks using a
disciplined analytical process. Starting with a universe of companies with
market capitalizations of at least $1 billion, the team assesses the investment
potential of these companies and their industries by evaluating:

  .the growth prospects of the company's industry

  .the company's relative competitive position in the industry

The team believes that this analysis identifies companies with favorable
long-term growth potential, competitive advantages and sensible business
strategies.

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     [Graphic]
      You'll find more about
      other risks of investing in
      this Fund in Other important
      information and in the SAI.


The team then uses quantitative analysis to decide when to invest, evaluating
each company's earnings trends and stock valuations, among other things, to try
to determine when it is reasonably valued.

In actively managing the portfolio, the team considers the characteristics of
the S&P 500 as a general baseline. The index characteristics evaluated by the
team include risk and sector diversification, as well as individual securities
holdings.

The team may use various strategies, consistent with the Fund's investment
objective, to try to reduce the amount of capital gains distributed to
shareholders. For example, the team:

  .may limit the number of buy and sell transactions it makes

  .will try to sell shares that have the lowest tax burden on shareholders

  .may offset capital gains by selling securities to realize a capital loss

While the Fund tries to manage capital gain distributions, it will not be able
to completely avoid making taxable distributions. These strategies also may be
affected by changes in tax laws and regulations, or by court decisions.

The team may sell a security when the Fund's asset allocation changes, when
there is a deterioration in the issuer's financial situation, when the team
believes other investments are more attractive, or for other reasons.


[Graphic]

     Risks and other things to consider
     Nations Asset Allocation Fund has the following risks:

      .Investment strategy risk - The team uses an asset allocation strategy to
       try to achieve the highest total return. There is a risk that the mix of
       investments will not produce the returns the team expects, or will fall
       in value.

      .Stock market risk - The value of the stocks the Fund holds can be
       affected by changes in U.S. or foreign economies and financial markets,
       and the companies that issue the stocks, among other things. Stock
       prices can rise or fall over short as well as long periods. In general,
       stock markets tend to move in cycles, with periods of rising prices and
       periods of falling prices.

      .Interest rate risk - The prices of the Fund's fixed income securities
       will tend to fall when interest rates rise. In general, fixed income
       securities with longer terms tend to fall more in value when interest
       rates rise than fixed income securities with shorter terms.

      .Credit risk - The Fund could lose money if the issuer of a fixed income
       security is unable to pay interest or repay principal when it's due.
       Credit risk usually applies to most fixed income securities, but is
       generally not a factor for U.S. government obligations. Some of the
       securities in which the Fund invests are not rated investment grade and
       are generally considered speculative because they present a greater risk
       of loss, including default, than higher quality debt securities. These
       securities typically pay a premium -- a high interest rate or yield --
       because of the increased risk of loss. These securities also can be
       subject to greater price volatility.

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      .Derivatives risk - The use of derivatives presents risks different from,
       and possibly greater than, the risks associated with investing directly
       in traditional securities. Among the risks presented are market risk,
       credit risk, management risk and liquidity risk. The use of derivatives
       can lead to losses because of adverse movements in the price or value of
       the underlying asset, index or rate, which may be magnified by certain
       features of the derivatives. These risks are heightened when the
       management team uses derivatives to enhance the Fund's return or as a
       substitute for a position or security, rather than solely to hedge (or
       offset) the risk of a position or security held by the Fund. The success
       of management's derivatives strategies will depend on its ability to
       assess and predict the impact of market or economic developments on the
       underlying asset, index or rate and the derivative itself, without the
       benefit of observing the performance of the derivative under all
       possible market conditions. Liquidity risk exists when a security cannot
       be purchased or sold at the time desired, or cannot be purchased or sold
       without adversely affecting the price. The management team is not
       required to utilize derivatives to reduce risks.

      .Mortgage-related risk - The value of the Fund's mortgage-backed
       securities can fall if the owners of the underlying mortgages pay off
       their mortgages sooner than expected, which could happen when interest
       rates fall, or later than expected, which could happen when interest
       rates rise. If the underlying mortgages are paid off sooner than
       expected, the Fund may have to reinvest this money in mortgage-backed or
       other securities that have lower yields.

      .Asset-backed securities risk - Payment of interest and repayment of
       principal may be impacted by the cash flows generated by the assets
       backing these securities. The value of the Fund's asset-backed
       securities may also be affected by changes in interest rates, the
       availability of information concerning the interests in and structure of
       the pools of purchase contracts, financing leases or sales agreements
       that are represented by these securities, the creditworthiness of the
       servicing agent for the pool, the originator of the loans or
       receivables, or the entities that provide any supporting letters of
       credit, surety bonds, or other credit enhancements.

      .Changing to a feeder fund - Unlike traditional mutual funds, which
       invest in individual securities, a "feeder fund" invests all of its
       assets in another fund, called a "master portfolio." Other feeder funds
       generally also invest in a master portfolio. The master portfolio
       invests in individual securities and has the same investment objective,
       investment strategies and principal risks as the feeder funds. This
       structure can help reduce a feeder fund's expenses because its assets
       are combined with those of other feeder funds. If a master portfolio
       doesn't attract other feeder funds, however, a feeder fund's expenses
       could be higher than those of a traditional mutual fund.

       This Fund may become a feeder fund if the Board decides this would be in
       the best interests of shareholders. We don't require shareholder
       approval to make the change, but we'll notify you if it happens. If the
       Fund becomes a feeder fund, it will have the additional risks of
       investing in a master portfolio.

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[Graphic]
     About the sub-adviser

     The Fund does not have its own investment adviser or sub-adviser because
     it's a "feeder fund." A feeder fund typically invests all of its assets in
     another fund, which is called a "master portfolio." Master Portfolio and
     Fund are sometimes used interchangeably.

     BA Advisors is the Master Portfolio's investment adviser, and BACAP is its
     sub-adviser. BACAP's Growth Strategies Team makes the day-to-day
     investment decisions for the Master Portfolio.


[Graphic]
     Why invest in Nations Blue Chip
     Fund?

     Nations Blue Chip Fund may be suitable for investors who are looking for a
     "core" equity holding for their portfolio. It's considered to be a more
     conservative equity investment because it invests in a broad range of
     large, well-established companies. These companies tend to be less
     volatile than other kinds of companies.


Nations Blue Chip Fund

[Graphic]
     Investment objective
     The Fund seeks to achieve long-term capital appreciation through
     investments in blue chip stocks.

[Graphic]

     Principal investment strategies
     The Fund invests all of its assets in Nations Blue Chip Master Portfolio
     (the Master Portfolio). The Master Portfolio has the same investment
     objective as the Fund.

The Master Portfolio normally invests at least 65% of its assets in blue chip
stocks. These are stocks of well-established nationally known companies that
have a long record of profitability and a reputation for quality management,
products and services.

The Master Portfolio normally holds 60 to 80 securities, which include common
stocks, preferred stocks and convertible securities like warrants and rights.

The Master Portfolio may also invest in securities that aren't part of its
principal investment strategies, but it won't hold more than 10% of its assets
in any one type of these securities. These securities are described in the SAI.

The team identifies stocks using a disciplined analytical process. Starting
with a universe of companies with market capitalizations of at least $1
billion, the team assesses the investment potential of these companies and
their industries by evaluating:

  .the growth prospects of the company's industry

  .the company's relative competitive position in the industry

The team believes that this analysis identifies companies with favorable
long-term growth potential, competitive advantages and sensible business
strategies.

The team then uses quantitative analysis to decide when to invest, evaluating
each company's earnings trends and stock valuations, among other things, to try
to determine when it is reasonably valued.

In actively managing the portfolio, the team considers the characteristics of
the S&P 500 as a general baseline. The index characteristics evaluated by the
team include risk and sector diversification, as well as individual securities
holdings.

The team may use various strategies, consistent with the Master Portfolio's
investment objective, to try to reduce the amount of capital gains distributed
to shareholders. For example, the team:

  .may limit the number of buy and sell transactions it makes

  .will try to sell shares that have the lowest tax burden on shareholders

  .may offset capital gains by selling securities to realize a capital loss


                                      6





     [Graphic]
      You'll find more about other risks of investing in this Fund in Other
      important information and in the SAI.


While the Master Portfolio tries to manage its capital gain distributions, it
will not be able to completely avoid making taxable distributions. These
strategies also may be affected by changes in tax laws and regulations, or by
court decisions.

The team may sell a security when it believes that the profitability of the
company's industry is beginning to decline, when there is a meaningful
deterioration in the company's competitive position, when the company's
management fails to execute its business strategy, when the team considers the
security's price to be overvalued, or for other reasons.

[Graphic]

     Risks and other things to consider
     Nations Blue Chip Fund has the following risks:

      .Investment strategy risk - The team chooses stocks that are believed to
       have the potential for long-term growth. There is a risk that the value
       of these investments will not rise as high as expected, or will fall.

      .Stock market risk - The value of the stocks the Master Portfolio holds
       can be affected by changes in U.S. or foreign economies and financial
       markets, and the companies that issue the stocks, among other things.
       Stock prices can rise or fall over short as well as long periods. In
       general, stock markets tend to move in cycles, with periods of rising
       prices and periods of falling prices.

      .Convertible securities risk - The issuer of a convertible security may
       have the option to redeem it at a specified price. If a convertible
       security is redeemed, the Master Portfolio may accept the redemption,
       convert the convertible security to common stock, or sell the
       convertible security to a third party. Any of these transactions could
       affect the Master Portfolio's ability to meet it's objective.

      .Technology and technology-related risk - The Master Portfolio may invest
       in technology and technology-related companies, which can be
       significantly affected by obsolescence of existing technology, short
       product cycles, falling prices and profits, and competition from new
       market entrants.

      .Investing in the Master Portfolio - Other mutual funds and eligible
       investors can buy shares in the Master Portfolio. All investors in the
       Master Portfolio invest under the same terms and conditions as the Fund
       and pay a proportionate share of the Master Portfolio's expenses. Other
       feeder funds that invest in the Master Portfolio may have different
       share prices and returns than the Fund because different feeder funds
       typically have varying sales charges, and ongoing administrative and
       other expenses.

       The Fund could withdraw its entire investment from the Master Portfolio
       if it believes it's in the best interests of the Fund to do so (for
       example, if the Master Portfolio changed its investment objective). It
       is unlikely that this would happen, but if it did, the Fund's portfolio
       could be less diversified and therefore less liquid, and expenses could
       increase. The Fund might also have to pay brokerage, tax or other
       charges.


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