Please fold and detach card at perforation before mailing


NATIONS SOUTH CAROLINA MUNICIPAL BOND FUND
Special Meeting of Shareholders to be held on March 28, 2002

     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
South Carolina Municipal Bond Fund (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 March
28, 2002, 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 COMBINED PROXY STATEMENT/PROSPECTUS, DATED
JANUARY 14, 2002.

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.



           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 1, 2002 that provides for the reorganization of your Fund
         into a corresponding 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