SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NATIONS BALANCED TARGET MATURITY FUND, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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:
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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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.:
3) Filing Party:
4) Date Filed:
<PAGE>
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NATIONS BALANCED TARGET MATURITY FUND, INC.
----------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 9, 1999
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TO THE STOCKHOLDERS OF
NATIONS BALANCED TARGET MATURITY FUND, INC.:
Notice is hereby given that the Annual Meeting (the "Annual Meeting") of
Stockholders of Nations Balanced Target Maturity Fund, Inc. (the "Company")
will be held on Friday, July 9, 1999 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 of PricewaterhouseCoopers LLP as independent
public accountants of the Company for the fiscal year ending March 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
May 24, 1999 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.
/s/ ROBERT B. CARROLL
ROBERT B. CARROLL
SECRETARY
June 9, 1999
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- --------------------------------------------------------------------------------
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 NATIONSBANK, N.A. ("NATIONSBANK"), BANK OF AMERICA
NATIONAL TRUST & SAVINGS ASSOCIATION 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.
NATIONSBANK AFFILIATES PROVIDE INVESTMENT ADVISORY, ADMINISTRATIVE AND
CERTAIN OTHER SERVICES TO THE COMPANY, FOR WHICH THEY ARE COMPENSATED.
<PAGE>
NATIONS BALANCED TARGET MATURITY FUND, INC.
One Bank of America Plaza
Charlotte, North Carolina 28255
(800) 321-7854
------------------------------------------------
PROXY STATEMENT
Annual Meeting of Stockholders
July 9, 1999
------------------------------------------
This Proxy Statement is being furnished to holders of common stock
("Stockholders") of the Nations Balanced Target Maturity Fund, 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 July 9, 1999 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 May 24, 1999 (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 5,231,196.811
outstanding shares of common stock of the Company. This Proxy Statement is
first being mailed to Stockholders on or about June 9, 1999.
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.
PROPOSAL 1: ELECTION OF DIRECTOR
The Board of Directors has designated William H. Grigg as a nominee (the
"Nominee") for election as a Director of the Company with a term to expire in
2002. 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 2000, and A. Max
Walker, the Chairman of the Board, 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 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 RECOMMENDS THAT YOU VOTE TO ELECT THE NOMINEE.
<PAGE>
THE BOARD OF DIRECTORS
Information regarding the Nominee and each member of the Board of
Directors is as follows:
WILLIAM H. GRIGG, age 66, 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 The Shaw Group, Inc., Coltec Industries, Nations Government Income
Term Trust 2003, Inc., Nations Government Income Term Trust 2004, Inc. Hatteras
Income Securities, Inc., Nations Fund, Inc., Nations Fund Portfolios, Inc., and
Nations LifeGoal Funds, Inc. Mr. Grigg is also a Trustee of Nations
Institutional Reserves, Nations Fund Trust, Nations Master Investment Trust and
Nations Annuity Trust.
A. MAX WALKER, age 76, 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 Government Income Term Trust 2004, Inc., Nations Institutional
Reserves, Nations Fund Trust, Nations Fund, Inc., Nations Fund Portfolios,
Inc., Nations Annuity Trust, Nations Master Investment Trust and Nations
LifeGoal Funds, Inc.
THOMAS F. KELLER, age 67, 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., Nations Government Income Term Trust 2004, Inc.
Hatteras Income Securities, Inc., Nations Fund, Inc., Nations Fund Portfolios,
Inc., and Nations LifeGoal Funds, Inc. Mr. Keller is also a Trustee of Nations
Institutional Reserves, Nations Fund Trust, Nations Master Investment Trust and
Nations Annuity Trust.
None of the Directors, including the Nominee, owns, either directly or
indirectly, shares of capital stock of the Company. None of the Directors is a
"interested person" (as defined in the Investment Company Act of 1940, as
amended) of the Company, NationsBanc Advisors, Inc. ("NBAI"), the Company's
investment adviser and administrator or TradeStreet Investment Associates, Inc.
("TradeStreet"), the Company's investment sub-adviser. No Director has been,
during the past five years, an officer, employee, director, general partner or
shareholder, of NBAI or TradeStreet, or owned any securities or had any other
material direct or indirect interest in NBAI 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 NBAI or TradeStreet 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 in Item 22 of Schedule
14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"). No
Director is a party adverse, or has a material interest adverse, to 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
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Company was a party or been indebted to the Company. Some of the Directors and
their affiliates have been customers of NationsBank, the parent company of
NBAI. All extensions of credit to the Directors, if any, 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
March 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 March 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 March 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 March 31, 1999.
The Board has no standing compensation committee or committee performing a
similar function. During the previous fiscal year ended March 31, 1999, each
director attended at least 75% of the regular meetings of the Board and, as
appropriate, meetings of the committees of the Board.
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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>
<S> <C>
ROBERT H. GORDON, President, Nations Government Income Term Trust 2003, Inc.,
President Nations Government Income Term Trust 2004, Inc. and Hatteras
Income Securities, Inc. since March 1998. President and Director,
NationsBanc Advisors, Inc. since February 1998; Senior Vice
President, NationsBanc Advisors, Inc. 1995-February 1998; Senior
Vice President, NationsBank, N.A. since 1993 and Bank of America
National Trust & Savings Association ("Bank of America NT&SA")
since 1998.
EDWARD D. BEDARD, Chief Financial Officer, Nations Government Income Term Trust
Chief Financial Officer 2003, Inc., Nations Government Income Term Trust 2004, Inc. and
Hatteras Income Securities, Inc. since 1997; Director of NationsBanc
Advisors, Inc. since 1997; Senior Vice President, Chief Operating
Officer, NationsBanc Advisors, Inc. since 1996; Senior Vice President,
Bank of America NT&SA, since 1998; Corporate Vice President, New
York Life Insurance 1992-1996.
ROBERT B. CARROLL, Secretary, Nations Government Income Term Trust 2003, Inc.,
Secretary Nations Government Income Term Trust 2004, Inc. and Hatteras
Income Securities, Inc. since 1997; Assistant General Counsel, Bank
of America Corporation since 1996; Vice President, SEI Corporation,
1994-1996; Senior Special Counsel, Securities and Exchange
Commission, Division of Investment Management 1992-1994.
GERALD MURPHY, Treasurer, Hatteras Income Securities, Inc., Nations Government
Treasurer Income Term Trust 2003, Inc., Nations Government Income Term
Trust 2004, Inc.; Vice President, Citibank, 1997 -- December 1998;
Director of Financial Administration, Playfair & Associates, LLC,
1995-1997; Senior Vice President, Weiss, Peek & Greer, 1990-1995.
</TABLE>
4
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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 March 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 COMPANY1 AND FUND COMPLEX PAID TO DIRECTORS2
- --------------------- ------------------------ ------------------------------------
<S> <C> <C>
William H. Grigg $3,500 $90,8753
Director
Thomas F. Keller $3,500 $94,8754
Director
A. Max Walker $3,500 $110,875
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 $66,375 deferred compensation.
4 Includes $70,375 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
8, 7 and 13 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 March 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 NBAI,
affiliates of NBAI, and the other investment companies in the Company's Fund
Complex. PricewaterhouseCoopers also acts as the independent public accountants
for NationsBank, Bank of America National Trust & Savings Association 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 5,231,196.811 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
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thereon. In the absence of instructions, any such proxy card will be voted in
favor of (i) electing as Director of 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 March 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, personnel of NBAI or an agent of the Company. Compensation for
such services will be paid by the Company or NBAI, except that officers or
employees of the Company will not be compensated for performing such services.
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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.
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.
NBAI, located at One Bank of America Plaza, Charlotte, North Carolina
28255, is the investment adviser and administrator of the Company. TradeStreet,
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 2000 Annual Meeting of Stockholders, such proposal must be received by
the Company on or before November 17, 1999.
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.
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================================================================================
APPENDIX -- Form of Proxy
PROXY CARD
NATIONS BALANCED TARGET MATURITY FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
JULY 9, 1999
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 Balanced Target Maturity Fund, Inc. (the
"Company") to be held at Bank of America Plaza, 33rd Floor, Charlotte, North
Carolina 28255, at 10:00 a.m. (Eastern time) on Friday, July 9, 1999, 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 that 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 JUNE 9,
1999.
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)
<PAGE>
(1) ELECTION OF DIRECTOR
Please vote by filling in the boxes below
Nominee FOR WITHHOLD AUTHORITY
William H. Grigg [ ] [ ]
(2) Proposal to ratify the selection of PricewaterhouseCoopers LLP as the
independent public accountants of the Company.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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.
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.
____________________________________, 1999
(Please Date)
------------------------------------
------------------------------------
Signature(s)
<PAGE>
[MORRISON & FOERSTER LLP LETTERHEAD]
June 17, 1999
Writer's Direct Dial Number
(202) 887-1536
VIA EDGAR
- ---------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Nations Balanced Target Maturity Fund, Inc.
-------------------------------------------
Ladies/Gentlemen:
On behalf of Nations Balanced Target Maturity Fund, Inc. (the "Company"),
we are transmitting via EDGAR for filing pursuant to Rule 14a-6(b) under the
Securities Exchange Act of 1934, as amended, the definitive proxy statement and
form of proxy (the "Proxy Statement"), in the form in which the Proxy Statement
is being furnished to shareholders of the Company. The Proxy Statement is being
furnished to shareholders in connection with the annual shareholders meeting
scheduled for July 9, 1999.
Pursuant to Rule 14a-6(b), three copies of the Proxy statement are also
being filed with the New York Stock Exchange.
If you have any questions, please do not hesitate to contact the
undersigned, at the number above.
Sincerely,
/s/ Barry Pershkow
Barry Pershkow
Enclosures
cc: Robert B. Carroll
Steve Cravath
Kimberly A. Karcewski
