NATIONS RESERVES
                        (A Massachusetts Business Trust)

                      CERTIFICATE: CLASSIFICATION OF SHARES


          The undersigned, Secretary of Nations Reserves ("Reserves"), hereby
certifies that the Board of Trustees of Reserves duly adopted the following
votes at a meeting held on December 9, 1999:

                  VOTED, that the name of Nations Capital Income Fund be, and it
         hereby is, changed to "Nations Convertible Securities Fund;"

                  FURTHER VOTED, that the changes contemplated by the foregoing
         votes shall become effective on such date as the Officers of Reserves,
         with advice of counsel, deem appropriate; and

                  FURTHER VOTED, that the Officers of Reserves be, and each
         hereby is, authorized and directed to take such actions as that
         Officer, with advice of counsel, deems necessary or advisable to
         effectuate the foregoing votes, including, but not limited to,
         preparing, executing and filing a Certificate of Classification of
         Shares and/or an Amendment to the Declaration of Trust with the
         Commonwealth of Massachusetts and the Clerk of the City of Boston
         reflecting the change in name of Nations Capital Income Fund to Nations
         Convertible Securities Fund.

         The foregoing resolutions remain in full force and effect as of the
date hereof.

Date:  March 15, 2000

                                     /s/ Richard H. Blank, Jr.
                                     -------------------------
                                     Richard H. Blank, Jr.
                                     Secretary

Subscribed and sworn to before
me this 14th day of March, 2000.


/s/ Joy L. Perry
------------------------
Notary Public