SCHEDULE DEF14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE DEF14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
|X| Filed by the registrant
|_| Filed by a party other than the registrant
|_| Preliminary proxy statement
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
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Nations Government Income Term Trust 2004, Inc.
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Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
- ------------------------------------------------------------------------------
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(4) Proposed maximum aggregate value of transaction:
- ------------------------------------------------------------------------------
(5) Total fee paid:
- ------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials
- ------------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- ------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
Nations Government Income Term Trust 2004, Inc.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 27, 2000
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TO THE STOCKHOLDERS OF
NATIONS GOVERNMENT INCOME TERM TRUST 2004, INC.:
Notice is hereby given that the Annual Meeting (the "Annual Meeting") of
Stockholders of Nations Government Income Term Trust 2004, Inc. (the "Company")
will be held on Thursday, April 27, 2000 at 10:00 a.m. (Eastern time), at One
Bank of America Plaza, 33rd Floor, Charlotte, North Carolina 28255, for the
following purposes:
(1) To elect one Director to serve a three-year term of office;
(2) To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as independent public accountants of the Company for
the fiscal year ending December 31, 2000; and
(3) To transact such other business as may properly come before the Annual
Meeting, or any adjournment(s) thereof, including any adjournment(s) necessary
to obtain requisite quorums and/or approvals.
The Board of Directors of the Company has fixed the close of business on
March 17, 2000 as the record date for the determination of Stockholders
entitled to receive notice of and to vote at such Annual Meeting or any
adjournment(s) thereof. The enclosed Proxy Statement contains further
information regarding the meeting and the proposals to be considered. The
enclosed Proxy Card is intended to permit you to vote even if you do not attend
the meeting in person.
YOUR PROXY IS VERY IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Signed but unmarked Proxy Cards
will be counted in determining whether a quorum is present and will be voted in
favor of the proposals.
By Order of the Board of Directors.
ROBERT B. CARROLL
Secretary
March 24, 2000
<PAGE>
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS
OF THE NUMBER OF SHARES THAT YOU OWN.
PLEASE MARK, SIGN, DATE AND RETURN YOUR
PROXY CARD IMMEDIATELY.
SHARES OF THE COMPANY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR ISSUED,
ENDORSED OR GUARANTEED BY BANK OF AMERICA, N.A. ("BANK OF AMERICA") OR ANY OF
ITS AFFILIATES. SUCH SHARES ARE NOT INSURED BY THE U.S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENT AGENCY. AN INVESTMENT IN THE COMPANY INVOLVES CERTAIN RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL.
BANK OF AMERICA AND ITS AFFILIATES PROVIDE INVESTMENT ADVISORY,
ADMINISTRATIVE AND CERTAIN OTHER SERVICES TO THE COMPANY, FOR WHICH THEY ARE
COMPENSATED.
<PAGE>
Nations Government Income Term Trust 2004, Inc.
One Bank of America Plaza
Charlotte, North Carolina 28255
(800) 321-7854
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Proxy Statement
Annual Meeting of Stockholders
April 27, 2000
------------------------------------------
This Proxy Statement is being furnished to holders of common stock
("Stockholders") of the Nations Government Income Term Trust 2004, Inc. (the
"Company") in connection with the solicitation by the Board of Directors of the
Company of proxies to be used at the Annual Meeting of Stockholders (the
"Annual Meeting") of the Company to be held on April 27, 2000 at 10:00 a.m.
(Eastern time) at One Bank of America Plaza, 33rd Floor, Charlotte, North
Carolina 28255, and at any adjournment(s) thereof. Your proxy is being
solicited for the purposes set forth in the accompanying Notice of Annual
Meeting.
The Board of Directors has fixed March 17, 2000 (the "Record Date") as the
date for the determination of Stockholders entitled to receive notice of and to
vote at such Annual Meeting, and, accordingly, only Stockholders of record at
the close of business on the Record Date will be entitled to notice of and to
vote at such Annual Meeting. As of the Record Date, there were 11,999,033
outstanding shares of common stock of the Company. This Proxy Statement is
first being mailed to Stockholders on or about March 24, 2000.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, COPIES OF ITS MOST RECENT ANNUAL
AND SEMI-ANNUAL REPORTS TO ANY STOCKHOLDER UPON WRITTEN OR ORAL REQUEST MADE TO
THE ADDRESS OR TOLL-FREE TELEPHONE NUMBER ABOVE.
All actions of the Board of Directors of the Company described in the
proposals below were unanimously approved by the Board, none of whom are
"interested persons" (as defined in the Investment Company Act of 1940, as
amended) of the Company, Banc of America Advisors, Inc. ("BAAI"), the Company's
investment adviser and administrator or Banc of America Capital Management,
Inc. ("BACAP") (formerly TradeStreet Investment Associates, Inc.), the
Company's investment sub-adviser.
Proposal 1: Election of Director
The Board of Directors has designated A. Max Walker as a nominee (the
"Nominee") for election as a Director of the Company with a term to expire in
2003. Voting for the Nominee is not cumulative. If elected, the Nominee will
serve as Director until his successor shall be elected and shall qualify. The
Nominee is currently a member of the Board of Directors and has consented to
his nomination and to serve if elected. The other members of the Board of
Directors are Thomas F. Keller, whose term will expire in 2002, and William H.
Grigg, whose term will expire in 2001. Although the Board of Directors expects
that the Nominee will be available for election, in the event a vacancy in the
slate of nominees is occasioned by death or other unexpected occurrence, it
<PAGE>
is intended that shares represented by proxies in the accompanying form will be
voted for the election of a substitute nominee selected by the persons named in
the proxy. The Nominee will be elected by a majority of the votes cast.
The Board of Directors unanimously recommends that you vote to elect the
Nominee.
The Board of Directors
Information regarding the Nominee and each member of the Board of
Directors is as follows:
THOMAS F. KELLER, age 68, R.J. Reynolds Industries Professor of Business
Administration and Former Dean of Fuqua School of Business, Duke University,
Durham, North Carolina, since 1974. He has been a Director of the Company since
March 1985. Mr. Keller is also a Director of LADD Furniture, Inc., Wendy's
International, Inc., American Business Products, Inc., Dimon, Inc. and Biogen,
Inc. Mr. Keller is a Trustee of The Mentor Funds, Mentor Institutional Trust
and Cash Resource Trust. Mr. Keller is also a Director of Nations Government
Income Term Trust 2003, Inc., Hatteras Income Securities, Inc., Nations
Balanced Target Maturity Fund, Inc., Nations Fund, Inc., and Nations LifeGoal
Funds, Inc. Mr. Keller is also a Trustee of Nations Reserves, Nations Fund
Trust, Nations Annuity Trust, Nations Master Investment Trust and Nations Funds
Trust.
A. MAX WALKER, age 77, independent Financial Consultant since May 1987.
From April 1982 through May 1987, Mr. Walker was Vice President of Merrill
Lynch, Pierce, Fenner & Smith, Inc. He has been a Director of the Company since
the Company was organized in February 1973. Mr. Walker serves as a Director of
Cerulean Companies, Inc. Mr. Walker is Chairman of the Board of Nations
Government Income Term Trust 2003, Inc., Hatteras Income Securities, Inc.,
Nations Balanced Target Maturity Fund, Inc., Nations Reserves, Nations Fund
Trust, Nations Fund, Inc., Nations Annuity Trust, Nations LifeGoal Funds, Inc.,
Nations Master Investment Trust and Nations Funds Trust.
WILLIAM H. GRIGG, age 67, Chairman Emeritus, Duke Power Co., Charlotte,
North Carolina, a public utility, since July 1997. Mr. Grigg was Chairman and
Chief Executive Officer of Duke Power Co. from April 1994 to July 1997; Vice
Chairman of Duke Power Co. from November 1991 to April 1994, and Executive Vice
President -- Customer Group of Duke Power Co. from 1988 to November 1991. He
has been a Director of the Company since March 1980. Mr. Grigg is also a
Director of Duke Power Co., Coltec Industries, Nations Government Income Term
Trust 2003, Inc., Hatteras Income Securities, Inc., Nations Balanced Target
Maturity Fund, Inc., Nations Fund, Inc., and Nations LifeGoal Funds, Inc. Mr.
Grigg is also a Trustee of Nations Reserves, Nations Fund Trust, Nations
Annuity Trust, Nations Master Investment Trust and Nations Funds Trust.
None of the Directors, including the Nominee, owns, either directly or
indirectly, shares of capital stock of the Company. No Director has been,
during the past five years, an officer, employee, director, general partner or
shareholder, of BAAI or BACAP, or owned any securities or had any other
material direct or indirect interest in BAAI or any of its affiliates. None of
the Directors has had, since the beginning of the current fiscal year, a
material direct or indirect interest in any material transactions or proposed
material transactions to which BAAI or BACAP or any affiliate thereof was or is
to be a party, other than a transaction involving an investment company in the
Company's "Fund Complex," as that term is defined under Rule 14a-101 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"). No Director is a
party adverse, or has a material interest adverse, to
2
<PAGE>
the Company or any affiliates thereof in connection with any material pending
legal proceedings. Since the beginning of the current fiscal year, none of the
Directors has engaged in any transactions to which the Company was a party or
been indebted to the Company. Some of the Directors and their affiliates have
been customers of Bank of America, N.A. ("Bank of America"), the parent company
of BAAI. All such extensions of credit have been made in the ordinary course of
business on substantially the same terms, including interest rates and
collateral, as those prevailing in comparable transactions with others, and did
not involve more than the normal risk of collectability or present other
unfavorable features. Based solely on its review of copies of Forms 3 and 4 and
amendments thereto and Forms 5 received by it, or written representations from
certain reporting persons that no such Forms were required from such persons,
the Company believes that, during the fiscal year ended December 31, 1999, it
complied with all filing requirements applicable to its officers, directors
and, if any, greater than ten percent beneficial owners.
Committees of Directors
The Board of Directors meets regularly once each quarter at an in-person
meeting and may have special meetings. The Board held four regular meetings
during the fiscal year ended December 31, 1999. In addition, the Board has an
Audit Committee and Nominating Committee. Both Committees are composed of all
three incumbent members of the Board of Directors. Mr. Keller is Chairman of
the Audit Committee. The function of the Audit Committee is to (i) nominate the
independent public accountants to be engaged by the Company, subject to the
approval of the Board of Directors and ratification by the Stockholders, and
(ii) review with the independent public accountants the proposed scope of the
annual audit, the results of their examination, the financial statements and
their opinion thereon. The Audit Committee met three times during the fiscal
year ended December 31, 1999. The function of the Nominating Committee is to
review information assembled for the purpose of selecting candidates for
nomination to membership on the Board and to recommend nominees for election as
directors. The Nominating Committee will consider nominees recommended by
Stockholders, in writing, that are submitted by the Secretary of the Company.
William H. Grigg is Chairman of the Nominating Committee. The Nominating
Committee did not hold a meeting during the fiscal year ended December 31,
1999. The Board has no standing compensation committee or committee performing
a similar function. In 1999, each director attended at least 75% of the regular
meetings of the Board and, as appropriate, meetings of the committees of the
Board.
3
<PAGE>
Executive Officers and Significant Employees
The Executive Officers and Significant Employees of the Company and their
principal occupations for at least the last five years and their other
affiliations are set forth below.
<TABLE>
<CAPTION>
<S> <C>
ROBERT H. GORDON, President, the Company and Nations Balanced Target Maturity
President Fund, Inc., Nations Government Income Term Trust 2003, Inc. and
Hatteras Income Securities, Inc. since March 1998. President and
Director, BAAI since February 1998; Co-Chairman of the Board,
BACAP since January 2000; Senior Vice President, BAAI
1995-February 1998; Senior Vice President, Bank of America since
1993.
EDWARD D. BEDARD, Chief Financial Officer, the Company and Nations Balanced Target
Chief Financial Officer Maturity Fund, Inc., Nations Government Income Term Trust 2003,
Inc. and Hatteras Income Securities, Inc. since 1997; Director of
BAAI since 1997; Senior Vice President, Chief Operating Officer,
BAAI since 1996; Chief Administrative Officer and Treasurer,
BACAP since January 2000; Corporate Vice President, New York Life
Insurance 1992-1996.
ROBERT B. CARROLL, Secretary, the Company and Nations Balanced Target Maturity Fund,
Secretary Inc., Nations Government Income Term Trust 2003, Inc. and
Hatteras Income Securities, Inc. since 1997; Associate General
Counsel, Bank of America Corporation since 1999; Assistant General
Counsel, Bank of America Corporation 1996-1999; Vice President,
SEI Corporation 1994-1996; Senior Special Counsel, Securities
and Exchange Commission, Division of Investment Management
1992-1994.
GERALD MURPHY, Treasurer, the Company, Hatteras Income Securities, Inc., Nations
Treasurer Government Income Term Trust 2003, Inc. and Nations Balanced
Target Maturity Fund, Inc. since 1999; Senior Vice President, BAAI
since 1998; Vice President, Citibank 1997-December 1998; Director
of Financial Administration, Playfair & Associates, LLC 1995-1997;
Senior Vice President, Weiss, Peek & Greer 1990-1995.
JOHN S. SWAIM, Senior Product Manager, BACAP since 1995; Vice President, Bank of
Vice President and Portfolio Manager America, N.A. 1986-1995; Vice President and Portfolio Manager,
Nations Government Income Term Trust 2003, Inc., and Nations
Balanced Target Maturity Fund, Inc.
</TABLE>
4
<PAGE>
Compensation of Management
The following table shows compensation paid by the Company and the Fund
Complex to the Directors of the Company for the fiscal year ended December 31,
1999. Officers of the Company are employed by the Company's investment adviser
and receive no compensation or reimbursements from the Company.
COMPENSATION TABLE
<TABLE>
<CAPTION>
Name of Person, Aggregate Compensation Total Compensation from Company
Position from Company(1) and Fund Complex Paid to Directors(2)
- --------------------- ------------------------ ------------------------------------
<S> <C> <C>
William H. Grigg $3,000 $100,766
Director
Thomas F. Keller $3,000 $104,081
Director
A. Max Walker $3,000 $123,125
Chairman
</TABLE>
- ----------
1 The Company pays the Chairman of the Board and each Director $1,000 per year,
plus $500 for each meeting attended in person, and reimburses each for
travel and other out-of-pocket disbursements incurred in connection with
attending meetings.
2 The Fund Complex consists of 10 registered investment companies, including
the Company.
3 Includes $79,501 deferred compensation.
4 Includes $82,616 deferred compensation.
Retirement Plan
Under the terms of the Nations Funds Retirement Plan for Eligible
Directors (the "Retirement Plan"), each Director may be entitled to certain
benefits upon retirement from the Board of Directors of one or more of the
open-end investment companies (the "Funds") in the Company's Fund Complex.
Pursuant to the Retirement Plan, the normal retirement date is the date on
which an eligible director has attained age 65 and has completed at least five
years of continuous service with one or more of the Funds. If a Director
retires before reaching age 65, no benefits are payable. Each eligible director
is entitled to receive an annual benefit from the Funds equal to 5% of the
aggregate directors' fees payable by the Funds during the calendar year in
which such director's retirement occurs multiplied by the number of years of
service (not in excess of ten years of service) completed with respect to any
of the Funds. Such benefit is payable to each eligible director in quarterly
installments for a period of no more than five years. If an eligible director
dies after attaining age 65, such director's surviving spouse (if any) will be
entitled to receive 50% of the benefits that would have been paid (or would
have continued to have been paid) to the director if he had not died. The
Retirement Plan is unfunded. The benefits owed to each director are unsecured
and subject to the general creditors of the Funds. Each Director of the Company
is a participant in the Retirement Plan. Messrs. Grigg, Keller and Walker have
9, 8 and 14 years of credited service, respectively, with the Funds.
5
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ESTIMATED ANNUAL RETIREMENT BENEFITS TABLE
<TABLE>
<CAPTION>
Years of Service
----------------------
Remuneration 5 10
- -------------- --------- ----------
<S> <C> <C>
$ 25,000 $ 6,250 $12,500
50,000 12,500 25,000
75,000 18,750 37,500
100,000 25,000 50,000
</TABLE>
Proposal 2: Ratification of Selection of
Independent Public Accountants
The Board of Directors, upon recommendation of its Audit Committee, has
selected PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"), which has
served as independent public accountants of the Company since its organization,
as independent public accountants of the Company to examine the financial
statements of the Company for its fiscal year ending December 31, 2000, and to
report thereon to the Board and the Stockholders. If a majority of the shares
of the Company's capital stock represented at the meeting is voted against
ratification of the selection of PricewaterhouseCoopers, the selection of
auditors may be reconsidered by the Audit Committee and the Board of Directors.
To the best knowledge of management, the firm of PricewaterhouseCoopers has no
direct or material indirect financial interest in the Company.
PricewaterhouseCoopers acts as the independent public accountants for
affiliates of BAAI, including the other investment companies in the Company's
Fund Complex. PricewaterhouseCoopers also acts as the independent public
accountants for Bank of America and Bank of America Corporation. If the Company
receives, at least five business days before the Annual Meeting, any written
request from one or more Stockholders to have representatives of
PricewaterhouseCoopers present at the Annual Meeting to respond to appropriate
questions from Stockholders, the Company will arrange to have such
representatives present and provide them with an opportunity to make a
statement if they so desire.
The Board of Directors unanimously recommends that you vote to ratify the
selection of PricewaterhouseCoopers.
Additional Information
Procedural Matters
Each Stockholder of the Company will be entitled to one non-cumulative
vote for each share and a fractional non-cumulative vote for each fractional
share. As of the Record Date, there were 11,999,033 outstanding shares of the
Company. Shareholders holding a majority of the aggregate outstanding shares of
the Company at the close of business on the Record Date will constitute a
quorum for the approval of each of the proposals described in the accompanying
Notice of Annual Meeting and in this Proxy Statement. Each proposal must be
approved by a majority of the votes cast. Stockholders are not entitled to
rights of appraisal or similar rights of dissenters with respect to any matter
to be acted upon at the Annual Meeting.
Any proxy card which is properly executed and received in time to be voted
at the Annual Meeting will be counted in determining whether a quorum is
present and will be voted in accordance with the instructions marked thereon.
In the absence of instructions, any such proxy card will be voted in favor of
(i) electing as Director of
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the Company the Nominee named in the Proxy Statement for the term indicated,
and (ii) ratifying the selection of PricewaterhouseCoopers as independent
public accountants of the Company for the fiscal year ending December 31, 2000.
Abstentions and "broker non-votes" (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owners or other persons entitled to vote shares as to a particular matter with
respect to which the brokers or nominees do not have discretionary power to
vote) will not be counted for or against any proxy to which they relate, but
will be counted for purposes of determining whether a quorum is present and
will be counted as votes present for purposes of determining a majority of the
outstanding shares of the Company present at the Annual Meeting. For this
reason, abstentions and broker non-votes will have the effect of a vote against
the proposal.
If, by the time scheduled for the Annual Meeting, a quorum is not present,
or if a quorum is present but sufficient votes in favor of any of the proposals
are not received, the persons named as proxies may move for one or more
adjournments of the Annual Meeting to permit further solicitation of proxies
with respect to any of the proposals. Any such adjournment(s) will require the
affirmative vote of a majority of the shares present in person or by proxy at
the session of the Annual Meeting to be adjourned. The persons named as proxies
will vote in favor of such adjournment(s) those shares which they are entitled
to vote which have voted in favor of such proposals. They will vote against any
such adjournment(s) those proxies required to be voted against such proposals.
The duly appointed proxies may, in their discretion, vote upon such other
matters as may come before the Annual Meeting or any adjournment(s) thereof,
including any proposal to adjourn a meeting at which a quorum is present to
permit the continued solicitation of proxies in favor of the proposals. A
Stockholder of the Company may revoke his or her proxy at any time prior to its
exercise by delivering written notice of revocation or by executing and
delivering a later-dated proxy to the Secretary of the Company, at the address
set forth on the cover page of this Proxy Statement, or by attending the Annual
Meeting in person to vote the shares held by such Stockholder.
Signed but unmarked proxy cards will be counted in determining whether a
quorum is present and will be voted in favor of each of the proposals.
Solicitation of Proxies and Payment of Expenses
The cost of soliciting proxies for the Annual Meeting, consisting
principally of expenses incurred in preparing, printing and mailing proxy
materials, together with the costs of any supplementary solicitation and proxy
soliciting services provided by third parties, will be borne by the Company. In
following up the original solicitation of the proxies by mail, the Company may
request brokers and others to send proxies and proxy materials to the
beneficial owners of the stock and may reimburse them for their reasonable
expenses in so doing. Proxies will be solicited in the initial, and any
supplemental, solicitation by mail and may be solicited in person, by
telephone, telegraph, telefacsimile, or other electronic means by officers of
the Company and personnel of BAAI. Compensation for such services will be paid
by the Company or BAAI, except that officers or employees of the Company will
not be compensated for performing such services.
Substantial Shareholders
As of the close of business on the Record Date, there were no persons
known to the Company to be beneficial owners of 5% or more of the outstanding
shares of the Company.
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Additional Information
The Company, with principal executive offices located at One Bank of
America Plaza, Charlotte, North Carolina 28255, is subject to the informational
requirements of the 1934 Act and the 1940 Act, and in accordance therewith
files reports, proxy material and other information with the SEC. Such reports,
proxy materials and other information may be inspected and copied at the public
reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such materials can be obtained from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
BAAI, located at One Bank of America Plaza, Charlotte, North Carolina
28255, is the investment adviser and administrator of the Company. BACAP, the
investment sub-adviser of the Company is also located at One Bank of America
Plaza, Charlotte, North Carolina 28255.
Future Shareholder Proposals
In the event any Stockholder wishes to present a proposal to Stockholders
of the Company for inclusion in the Proxy Statement and form of proxy relating
to the Annual Meeting of Stockholders to be held in the year 2001, such
proposal must be received by the Company on or before November 17, 2000.
Other Matters
The Board of Directors knows of no other business that will be presented
for consideration at the Annual Meeting. However, if other matters are properly
presented to the Annual Meeting, it is the intention of the proxy holders named
in the accompanying form of proxy to vote the proxies in accordance with their
best judgment.
8
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Appendix 1
PROXY CARD
NATIONS GOVERNMENT INCOME TERM TRUST 2004, INC.
Annual Meeting of Stockholders
APRIL 27, 2000
The undersigned hereby appoints Robert B. Carroll (the "Proxy") attorney and
proxy of the undersigned, with power of substitution and resubstitution, to
attend, vote and act for the undersigned at the Annual Meeting of Stockholders
of the Nations Government Income Term Trust 2004, Inc. (the "Company") to be
held at One Bank of America Plaza, 33rd Floor, Charlotte, North Carolina 28255,
at 10:00 a.m. (Eastern time) on Thursday, April 27, 2000, and at any
adjournment(s) thereof. The Proxy shall cast votes according to the number of
shares of the Company which the undersigned may be entitled to vote with respect
to the proposals set forth on the reverse side of this proxy card, 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 the said attorney and Proxy may lawfully do by virtue hereof or
thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS ON BEHALF OF THE COMPANY.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS OF THE COMPANY AND THE PROXY STATEMENT, DATED MARCH 24, 2000.
THIS PROXY WILL BE VOTED AS SPECIFIED HEREON WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.
(Continued on other side)
701
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<TABLE>
<CAPTION>
<S> <C>
(1) ELECTION OF DIRECTOR Please vote by filling in the boxes below.
Nominee FOR WITHHOLD AUTHORITY
A. Max Walker [ ] [ ]
FOR AGAINST ABSTAIN
(2) Proposal to ratify the selection of PricewaterhouseCoopers LLP as the [ ] [ ] [ ]
independent public accountants of the Company.
In his discretion, the named Proxy is authorized to vote upon any other
business that may properly come before the meeting, including matters incident
to the conduct of the meeting, or any adjournment(s) thereof, including any
adjournment(s) necessary to obtain requisite quorums and/or approvals.
______________________________,2000
(Please Date)
Please sign below 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.
______________________________________________
______________________________________________
Signature(s)
701
</TABLE>
