NATIONS LIFEGOAL FUNDS INC
PRES14A, EX-1, 2001-01-05
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                              FORM OF PROXY BALLOT

            Please fold and detach card at perforation before mailing


NATIONS LIFEGOAL GROWTH PORTFOLIO
Special Meeting of Shareholders to be held on April 12, 2001

         The undersigned hereby appoints Richard H. Blank, Jr., Michael Simons
and Carolyn Wyse (the "Proxies"), and each of them, attorneys and proxies of the
undersigned, each with power of substitution and resubstitution, to attend, vote
and act for the undersigned at the Special Meeting of Shareholders of Nations
LifeGoal Growth Portfolio (the "Fund") of Nations LifeGoal Funds, Inc. (the
"Company") to be held at One Bank of America Plaza, 101 South Tryon Street, 33rd
Floor, Charlotte, North Carolina 28255, at 10:00 a.m. (Eastern time) on April
12, 2001, and at any adjournment(s) thereof. The Proxies shall cast votes
according to the number of shares of the Fund which the undersigned may be
entitled to vote with respect to the proposal set forth on the reverse side, in
accordance with the specification indicated, if any, and shall have all the
powers which the undersigned would possess if personally present. The
undersigned hereby revokes any prior proxy to vote at such meeting, and hereby
ratifies and confirms all that said Proxies, or any of them, may lawfully do by
virtue hereof or thereof.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUND AND THE PROXY STATEMENT, DATED JANUARY 20, 2001.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS ON BEHALF OF THE FUND AND THE
COMPANY. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, EITHER BY
THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT AND BACK) AT (704)
388-2641.


                                             ---------------------------------

                                             ---------------------------------

                                             Please sign above exactly as your
                                             name(s) appear(s) hereon. Corporate
                                             proxies should be signed in full
                                             corporate name by an authorized
                                             officer. Each joint owner should
                                             sign personally. Fiduciaries should
                                             give full titles as such.
<PAGE>
            Please fold and detach card at perforation before mailing


THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY
WILL BE VOTED IN FAVOR OF THE PROPOSAL.

ITEM 1.       A proposed agreement and plan of reorganization dated as of
              January 20, 2001 (the "Reorganization Agreement"), by and between
              the Company, on behalf of the Fund, and Nations Funds Trust, on
              behalf of a corresponding mutual fund (the "Acquiring Fund"). The
              Reorganization Agreement provides for the transfer of the assets
              and liabilities of the Fund to the Acquiring Fund, in exchange for
              shares of equal value of designated classes of the Acquiring Fund.



                     FOR        AGAINST        ABSTAIN
                     [ ]          [ ]            [ ]


   In their discretion, the Proxies, and each of them, are authorized to vote
   upon any other business that may properly come before the meeting, or any
   adjournment(s) thereof, including any adjournment(s) necessary to obtain
   requisite quorums and/or approvals.

                                        -----------------------   --------
                                        Signature                   Date

                                        -----------------------   --------
                                        Signature (Joint Owners)    Date

<PAGE>

                             FORM OF PROXY BALLOT

            Please fold and detach card at perforation before mailing


NATIONS LIFEGOAL BALANCED GROWTH PORTFOLIO
Special Meeting of Shareholders to be held on April 12, 2001

         The undersigned hereby appoints Richard H. Blank, Jr., Michael Simons
and Carolyn Wyse (the "Proxies"), and each of them, attorneys and proxies of the
undersigned, each with power of substitution and resubstitution, to attend, vote
and act for the undersigned at the Special Meeting of Shareholders of Nations
Balanced Growth Portfolio (the "Fund") of Nations LifeGoal Funds, Inc. (the
"Company") to be held at One Bank of America Plaza, 101 South Tryon Street, 33rd
Floor, Charlotte, North Carolina 28255, at 10:00 a.m. (Eastern time) on April
12, 2001, and at any adjournment(s) thereof. The Proxies shall cast votes
according to the number of shares of the Fund which the undersigned may be
entitled to vote with respect to the proposal set forth on the reverse side, in
accordance with the specification indicated, if any, and shall have all the
powers which the undersigned would possess if personally present. The
undersigned hereby revokes any prior proxy to vote at such meeting, and hereby
ratifies and confirms all that said Proxies, or any of them, may lawfully do by
virtue hereof or thereof.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUND AND THE PROXY STATEMENT, DATED JANUARY 20, 2001.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS ON BEHALF OF THE FUND AND THE
COMPANY. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, EITHER BY
THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT AND BACK) AT (704)
388-2641.


                                             ---------------------------------

                                             ---------------------------------

                                             Please sign above exactly as your
                                             name(s) appear(s) hereon. Corporate
                                             proxies should be signed in full
                                             corporate name by an authorized
                                             officer. Each joint owner should
                                             sign personally. Fiduciaries should
                                             give full titles as such.


<PAGE>
            Please fold and detach card at perforation before mailing


THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY
WILL BE VOTED IN FAVOR OF THE PROPOSAL.

ITEM 1.       A proposed agreement and plan of reorganization dated as of
              January 20, 2001 (the "Reorganization Agreement"), by and between
              the Company, on behalf of the Fund, and Nations Funds Trust, on
              behalf of a corresponding mutual fund (the "Acquiring Fund"). The
              Reorganization Agreement provides for the transfer of the assets
              and liabilities of the Fund to the Acquiring Fund, in exchange for
              shares of equal value of designated classes of the Acquiring Fund.



                            FOR        AGAINST     ABSTAIN
                            [ ]          [ ]         [ ]


   In their discretion, the Proxies, and each of them, are authorized to vote
   upon any other business that may properly come before the meeting, or any
   adjournment(s) thereof, including any adjournment(s) necessary to obtain
   requisite quorums and/or approvals.

                                        -----------------------   --------
                                        Signature                   Date

                                        -----------------------   --------
                                        Signature (Joint Owners)    Date



<PAGE>

                              FORM OF PROXY BALLOT

            Please fold and detach card at perforation before mailing


NATIONS LIFEGOAL INCOME AND GROWTH PORTFOLIO
Special Meeting of Shareholders to be held on April 12, 2001

         The undersigned hereby appoints Richard H. Blank, Jr., Michael Simons
and Carolyn Wyse (the "Proxies"), and each of them, attorneys and proxies of the
undersigned, each with power of substitution and resubstitution, to attend, vote
and act for the undersigned at the Special Meeting of Shareholders of Nations
LifeGoal Income and Growth Portfolio (the "Fund") of Nations Fund Trust (the
"Trust") to be held at One Bank of America Plaza, 101 South Tryon Street, 33rd
Floor, Charlotte, North Carolina 28255, at 10:00 a.m. (Eastern time) on April
12, 2001, and at any adjournment(s) thereof. The Proxies shall cast votes
according to the number of shares of the Fund which the undersigned may be
entitled to vote with respect to the proposal set forth on the reverse side, in
accordance with the specification indicated, if any, and shall have all the
powers which the undersigned would possess if personally present. The
undersigned hereby revokes any prior proxy to vote at such meeting, and hereby
ratifies and confirms all that said Proxies, or any of them, may lawfully do by
virtue hereof or thereof.

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUND AND THE PROXY STATEMENT, DATED JANUARY 20, 2001.

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES ON BEHALF OF THE FUND AND THE
TRUST. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, EITHER BY
THE ENCLOSED POSTAGE-PAID ENVELOPE OR BY TELEFACSIMILE (FRONT AND BACK) AT (704)
388-2641.


                                             ---------------------------------

                                             ---------------------------------

                                             Please sign above exactly as your
                                             name(s) appear(s) hereon. Corporate
                                             proxies should be signed in full
                                             corporate name by an authorized
                                             officer. Each joint owner should
                                             sign personally. Fiduciaries should
                                             give full titles as such.


<PAGE>

            Please fold and detach card at perforation before mailing


THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION, THIS PROXY
WILL BE VOTED IN FAVOR OF THE PROPOSAL.

ITEM 1.       A proposed agreement and plan of reorganization dated as of
              January 20, 2001 (the "Reorganization Agreement"), by and between
              the Trust, on behalf of the Fund, and Nations Funds Trust, on
              behalf of a corresponding mutual fund (the "Acquiring Fund"). The
              Reorganization Agreement provides for the transfer of the assets
              and liabilities of the Fund to the Acquiring Fund, in exchange for
              shares of equal value of designated classes of the Acquiring Fund.



                         FOR        AGAINST     ABSTAIN
                         [ ]          [ ]         [ ]


   In their discretion, the Proxies, and each of them, are authorized to vote
   upon any other business that may properly come before the meeting, or any
   adjournment(s) thereof, including any adjournment(s) necessary to obtain
   requisite quorums and/or approvals.

                                        -----------------------   --------
                                        Signature                   Date

                                        -----------------------   --------
                                        Signature (Joint Owners)    Date



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