POWER OF ATTORNEY


         Edmund L. Benson, III, whose signature appears below, does hereby
constitute and appoint Robert B. Carroll, Gerald Murphy, Robert M. Kurucza,
Marco E. Adelfio and Steven G. Cravath, each individually, his true and lawful
attorney-in-fact and agent (each an "Attorney-in-Fact") with power of
substitution or resubstitution, in any and all capacities in the furtherance of
the business and affairs of Nations Funds Trust, Nations Master Investment Trust
and Nations Separate Account Trust (each a "Trust" and collectively the
"Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact
may deem necessary or advisable or which may be required to comply with the
Investment Company Act of 1940, and the Securities and Exchange Act of 1933
(together the "Acts"), and any other applicable federal securities laws, or
rules, regulations or requirements of the U.S. Securities and Exchange
Commission in respect thereof, in connection with the filing and effectiveness
of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts,
and any and all amendments thereto; (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as the undersigned might or could do in person, and
hereby ratifies and confirms all that said Attorneys-in-Fact, individually or
collectively, may lawfully do or cause to be done by virtue hereof.

         By signing this Power of Attorney, I hereby revoke and rescind any
earlier Power of Attorney signed by me in connection with my role as a Trustee
of the Trusts. This Power of Attorney shall be revocable at any time by a
writing signed by the undersigned and shall terminate automatically with respect
to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee
of the Trusts.

Dated:  April 15, 2003



                                                 /s/ Edmund L. Benson, III
                                                 -------------------------
                                                 Edmund L. Benson, III





                                POWER OF ATTORNEY


         William P. Carmichael, whose signature appears below, does hereby
constitute and appoint Robert B. Carroll, Gerald Murphy, Robert M. Kurucza,
Marco E. Adelfio and Steven G. Cravath, each individually, his true and lawful
attorney-in-fact and agent (each an "Attorney-in-Fact") with power of
substitution or resubstitution, in any and all capacities in the furtherance of
the business and affairs of Nations Funds Trust, Nations Master Investment Trust
and Nations Separate Account Trust (each a "Trust" and collectively the
"Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact
may deem necessary or advisable or which may be required to comply with the
Investment Company Act of 1940, and the Securities and Exchange Act of 1933
(together the "Acts"), and any other applicable federal securities laws, or
rules, regulations or requirements of the U.S. Securities and Exchange
Commission in respect thereof, in connection with the filing and effectiveness
of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts,
and any and all amendments thereto; (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as the undersigned might or could do in person, and
hereby ratifies and confirms all that said Attorneys-in-Fact, individually or
collectively, may lawfully do or cause to be done by virtue hereof.

         By signing this Power of Attorney, I hereby revoke and rescind any
earlier Power of Attorney signed by me in connection with my role as a Trustee
of the Trusts. This Power of Attorney shall be revocable at any time by a
writing signed by the undersigned and shall terminate automatically with respect
to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee
of the Trusts.

Dated:  April 15, 2003



                                                 /s/ William P. Carmichael
                                                 -------------------------
                                                 William P. Carmichael





                                POWER OF ATTORNEY


         William H. Grigg, whose signature appears below, does hereby constitute
and appoint Robert B. Carroll, Gerald Murphy, Robert M. Kurucza, Marco E.
Adelfio and Steven G. Cravath, each individually, his true and lawful
attorney-in-fact and agent (each an "Attorney-in-Fact") with power of
substitution or resubstitution, in any and all capacities in the furtherance of
the business and affairs of Nations Funds Trust, Nations Master Investment Trust
and Nations Separate Account Trust (each a "Trust" and collectively the
"Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact
may deem necessary or advisable or which may be required to comply with the
Investment Company Act of 1940, and the Securities and Exchange Act of 1933
(together the "Acts"), and any other applicable federal securities laws, or
rules, regulations or requirements of the U.S. Securities and Exchange
Commission in respect thereof, in connection with the filing and effectiveness
of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts,
and any and all amendments thereto; (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as the undersigned might or could do in person, and
hereby ratifies and confirms all that said Attorneys-in-Fact, individually or
collectively, may lawfully do or cause to be done by virtue hereof.

         By signing this Power of Attorney, I hereby revoke and rescind any
earlier Power of Attorney signed by me in connection with my role as a Trustee
of the Trusts. This Power of Attorney shall be revocable at any time by a
writing signed by the undersigned and shall terminate automatically with respect
to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee
of the Trusts.

Dated:  April 15, 2003



                                                 /s/ William H. Grigg
                                                 --------------------
                                                 William H. Grigg





                                POWER OF ATTORNEY


         Thomas F. Keller, whose signature appears below, does hereby constitute
and appoint Robert B. Carroll, Gerald Murphy, Robert M. Kurucza, Marco E.
Adelfio and Steven G. Cravath, each individually, his true and lawful
attorney-in-fact and agent (each an "Attorney-in-Fact") with power of
substitution or resubstitution, in any and all capacities in the furtherance of
the business and affairs of Nations Funds Trust, Nations Master Investment Trust
and Nations Separate Account Trust (each a "Trust" and collectively the
"Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact
may deem necessary or advisable or which may be required to comply with the
Investment Company Act of 1940, and the Securities and Exchange Act of 1933
(together the "Acts"), and any other applicable federal securities laws, or
rules, regulations or requirements of the U.S. Securities and Exchange
Commission in respect thereof, in connection with the filing and effectiveness
of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts,
and any and all amendments thereto; (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as the undersigned might or could do in person, and
hereby ratifies and confirms all that said Attorneys-in-Fact, individually or
collectively, may lawfully do or cause to be done by virtue hereof.

         By signing this Power of Attorney, I hereby revoke and rescind any
earlier Power of Attorney signed by me in connection with my role as a Trustee
of the Trusts. This Power of Attorney shall be revocable at any time by a
writing signed by the undersigned and shall terminate automatically with respect
to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee
of the Trusts.

Dated:  April 15, 2003



                                                 /s/ Thomas F. Keller
                                                 --------------------
                                                 Thomas F. Keller





                                POWER OF ATTORNEY


         Dr. Cornelius J. Pings, whose signature appears below, does hereby
constitute and appoint Robert B. Carroll, Gerald Murphy, Robert M. Kurucza,
Marco E. Adelfio and Steven G. Cravath, each individually, his true and lawful
attorney-in-fact and agent (each an "Attorney-in-Fact") with power of
substitution or resubstitution, in any and all capacities in the furtherance of
the business and affairs of Nations Funds Trust, Nations Master Investment Trust
and Nations Separate Account Trust (each a "Trust" and collectively the
"Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact
may deem necessary or advisable or which may be required to comply with the
Investment Company Act of 1940, and the Securities and Exchange Act of 1933
(together the "Acts"), and any other applicable federal securities laws, or
rules, regulations or requirements of the U.S. Securities and Exchange
Commission in respect thereof, in connection with the filing and effectiveness
of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts,
and any and all amendments thereto; (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as the undersigned might or could do in person, and
hereby ratifies and confirms all that said Attorneys-in-Fact, individually or
collectively, may lawfully do or cause to be done by virtue hereof.

         By signing this Power of Attorney, I hereby revoke and rescind any
earlier Power of Attorney signed by me in connection with my role as a Trustee
of the Trusts. This Power of Attorney shall be revocable at any time by a
writing signed by the undersigned and shall terminate automatically with respect
to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee
of the Trusts.

Dated:  April 15, 2003



                                                 /s/ Dr. Cornelius J. Pings
                                                 --------------------------
                                                 Dr. Cornelius J. Pings





                                POWER OF ATTORNEY


         A. Max Walker, whose signature appears below, does hereby constitute
and appoint Robert B. Carroll, Gerald Murphy, Robert M. Kurucza, Marco E.
Adelfio and Steven G. Cravath, each individually, his true and lawful
attorney-in-fact and agent (each an "Attorney-in-Fact") with power of
substitution or resubstitution, in any and all capacities in the furtherance of
the business and affairs of Nations Funds Trust, Nations Master Investment Trust
and Nations Separate Account Trust (each a "Trust" and collectively the
"Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact
may deem necessary or advisable or which may be required to comply with the
Investment Company Act of 1940, and the Securities and Exchange Act of 1933
(together the "Acts"), and any other applicable federal securities laws, or
rules, regulations or requirements of the U.S. Securities and Exchange
Commission in respect thereof, in connection with the filing and effectiveness
of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts,
and any and all amendments thereto; (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as the undersigned might or could do in person, and
hereby ratifies and confirms all that said Attorneys-in-Fact, individually or
collectively, may lawfully do or cause to be done by virtue hereof.

         By signing this Power of Attorney, I hereby revoke and rescind any
earlier Power of Attorney signed by me in connection with my role as a Trustee
of the Trusts. This Power of Attorney shall be revocable at any time by a
writing signed by the undersigned and shall terminate automatically with respect
to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee
of the Trusts.

Dated:  April 15, 2003



                                                 /s/ A. Max Walker
                                                 -----------------
                                                 A. Max Walker





                                POWER OF ATTORNEY


         Charles B. Walker, whose signature appears below, does hereby
constitute and appoint Robert B. Carroll, Gerald Murphy, Robert M. Kurucza,
Marco E. Adelfio and Steven G. Cravath, each individually, his true and lawful
attorney-in-fact and agent (each an "Attorney-in-Fact") with power of
substitution or resubstitution, in any and all capacities in the furtherance of
the business and affairs of Nations Funds Trust, Nations Master Investment Trust
and Nations Separate Account Trust (each a "Trust" and collectively the
"Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact
may deem necessary or advisable or which may be required to comply with the
Investment Company Act of 1940, and the Securities and Exchange Act of 1933
(together the "Acts"), and any other applicable federal securities laws, or
rules, regulations or requirements of the U.S. Securities and Exchange
Commission in respect thereof, in connection with the filing and effectiveness
of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts,
and any and all amendments thereto; (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as the undersigned might or could do in person, and
hereby ratifies and confirms all that said Attorneys-in-Fact, individually or
collectively, may lawfully do or cause to be done by virtue hereof.

         By signing this Power of Attorney, I hereby revoke and rescind any
earlier Power of Attorney signed by me in connection with my role as a Trustee
of the Trusts. This Power of Attorney shall be revocable at any time by a
writing signed by the undersigned and shall terminate automatically with respect
to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee
of the Trusts.

Dated:  April 15, 2003



                                                 /s/ Charles B. Walker
                                                 ---------------------
                                                 Charles B. Walker





                                POWER OF ATTORNEY


         Thomas S. Word, Jr., whose signature appears below, does hereby
constitute and appoint Robert B. Carroll, Gerald Murphy, Robert M. Kurucza,
Marco E. Adelfio and Steven G. Cravath, each individually, his true and lawful
attorney-in-fact and agent (each an "Attorney-in-Fact") with power of
substitution or resubstitution, in any and all capacities in the furtherance of
the business and affairs of Nations Funds Trust, Nations Master Investment Trust
and Nations Separate Account Trust (each a "Trust" and collectively the
"Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact
may deem necessary or advisable or which may be required to comply with the
Investment Company Act of 1940, and the Securities and Exchange Act of 1933
(together the "Acts"), and any other applicable federal securities laws, or
rules, regulations or requirements of the U.S. Securities and Exchange
Commission in respect thereof, in connection with the filing and effectiveness
of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts,
and any and all amendments thereto; (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as the undersigned might or could do in person, and
hereby ratifies and confirms all that said Attorneys-in-Fact, individually or
collectively, may lawfully do or cause to be done by virtue hereof.

         By signing this Power of Attorney, I hereby revoke and rescind any
earlier Power of Attorney signed by me in connection with my role as a Trustee
of the Trusts. This Power of Attorney shall be revocable at any time by a
writing signed by the undersigned and shall terminate automatically with respect
to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee
of the Trusts.

Dated:  April 15, 2003



                                                 /s/ Thomas S. Word, Jr.
                                                 -----------------------
                                                 Thomas S. Word, Jr.





                                POWER OF ATTORNEY


         Carl E. Mundy, Jr., whose signature appears below, does hereby
constitute and appoint Robert B. Carroll, Gerald Murphy, Robert M. Kurucza,
Marco E. Adelfio and Steven G. Cravath, each individually, his true and lawful
attorney-in-fact and agent (each an "Attorney-in-Fact") with power of
substitution or resubstitution, in any and all capacities in the furtherance of
the business and affairs of Nations Funds Trust, Nations Master Investment Trust
and Nations Separate Account Trust (each a "Trust" and collectively the
"Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact
may deem necessary or advisable or which may be required to comply with the
Investment Company Act of 1940, and the Securities and Exchange Act of 1933
(together the "Acts"), and any other applicable federal securities laws, or
rules, regulations or requirements of the U.S. Securities and Exchange
Commission in respect thereof, in connection with the filing and effectiveness
of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts,
and any and all amendments thereto; (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as the undersigned might or could do in person, and
hereby ratifies and confirms all that said Attorneys-in-Fact, individually or
collectively, may lawfully do or cause to be done by virtue hereof.

         By signing this Power of Attorney, I hereby revoke and rescind any
earlier Power of Attorney signed by me in connection with my role as a Trustee
of the Trusts. This Power of Attorney shall be revocable at any time by a
writing signed by the undersigned and shall terminate automatically with respect
to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee
of the Trusts.

Dated:  April 15, 2003



                                                 /s/ Carl E. Mundy, Jr.
                                                 ----------------------
                                                 Carl E. Mundy, Jr.





                                POWER OF ATTORNEY


         James B. Sommers, whose signature appears below, does hereby constitute
and appoint Robert B. Carroll, Gerald Murphy, Robert M. Kurucza, Marco E.
Adelfio and Steven G. Cravath, each individually, his true and lawful
attorney-in-fact and agent (each an "Attorney-in-Fact") with power of
substitution or resubstitution, in any and all capacities in the furtherance of
the business and affairs of Nations Funds Trust, Nations Master Investment Trust
and Nations Separate Account Trust (each a "Trust" and collectively the
"Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact
may deem necessary or advisable or which may be required to comply with the
Investment Company Act of 1940, and the Securities and Exchange Act of 1933
(together the "Acts"), and any other applicable federal securities laws, or
rules, regulations or requirements of the U.S. Securities and Exchange
Commission in respect thereof, in connection with the filing and effectiveness
of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts,
and any and all amendments thereto; (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as the undersigned might or could do in person, and
hereby ratifies and confirms all that said Attorneys-in-Fact, individually or
collectively, may lawfully do or cause to be done by virtue hereof.

         By signing this Power of Attorney, I hereby revoke and rescind any
earlier Power of Attorney signed by me in connection with my role as a Trustee
of the Trusts. This Power of Attorney shall be revocable at any time by a
writing signed by the undersigned and shall terminate automatically with respect
to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee
of the Trusts.

Dated:  April 15, 2003



                                                 /s/ James. B. Sommers
                                                 ---------------------
                                                 James. B. Sommers






                                POWER OF ATTORNEY


         Robert H. Gordon, whose signature appears below, does hereby constitute
and appoint Robert B. Carroll, Gerald Murphy, Robert M. Kurucza, Marco E.
Adelfio and Steven G. Cravath, each individually, his true and lawful
attorney-in-fact and agent (each an "Attorney-in-Fact") with power of
substitution or resubstitution, in any and all capacities in the furtherance of
the business and affairs of Nations Funds Trust, Nations Master Investment Trust
and Nations Separate Account Trust (each a "Trust" and collectively the
"Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact
may deem necessary or advisable or which may be required to comply with the
Investment Company Act of 1940, and the Securities and Exchange Act of 1933
(together the "Acts"), and any other applicable federal securities laws, or
rules, regulations or requirements of the U.S. Securities and Exchange
Commission in respect thereof, in connection with the filing and effectiveness
of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts,
and any and all amendments thereto; (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as the undersigned might or could do in person, and
hereby ratifies and confirms all that said Attorneys-in-Fact, individually or
collectively, may lawfully do or cause to be done by virtue hereof.

         This Power of Attorney shall be revocable at any time by a writing
signed by the undersigned and shall terminate automatically with respect to all
Attorneys-in-Fact named above if the undersigned ceases to be a Trustee of the
Trusts.

Dated:  April 15, 2003



                                                 /s/ Robert H. Gordon
                                                 --------------------
                                                 Robert H. Gordon





                                POWER OF ATTORNEY


         Edward D. Bedard, whose signature appears below, does hereby constitute
and appoint Robert B. Carroll, Gerald Murphy, Robert M. Kurucza, Marco E.
Adelfio and Steven G. Cravath, each individually, his true and lawful
attorney-in-fact and agent (each an "Attorney-in-Fact") with power of
substitution or resubstitution, in any and all capacities in the furtherance of
the business and affairs of Nations Funds Trust, Nations Master Investment Trust
and Nations Separate Account Trust (each a "Trust" and collectively the
"Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact
may deem necessary or advisable or which may be required to comply with the
Investment Company Act of 1940, and the Securities and Exchange Act of 1933
(together the "Acts"), and any other applicable federal securities laws, or
rules, regulations or requirements of the U.S. Securities and Exchange
Commission in respect thereof, in connection with the filing and effectiveness
of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts,
and any and all amendments thereto; (ii) to execute any and all federal or state
regulatory filings, including all applications with regulatory authorities,
state charter or organizational documents and any amendments or supplements
thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The
undersigned hereby grants to each Attorney-in-Fact full power and authority to
do and perform each and every act and thing contemplated above, as fully and to
all intents and purposes as the undersigned might or could do in person, and
hereby ratifies and confirms all that said Attorneys-in-Fact, individually or
collectively, may lawfully do or cause to be done by virtue hereof.

         This Power of Attorney shall be revocable at any time by a writing
signed by the undersigned and shall terminate automatically with respect to all
Attorneys-in-Fact named above if the undersigned ceases to be an officer of the
Trusts.

Dated:  April 15, 2003



                                                 /s/ Edward D. Bedard
                                                 --------------------
                                                 Edward D. Bedard