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 resolutions at a meeting held on August 23, 2000:

              WHEREAS, the Trustees of Reserves approved a Multi-Class Plan
pursuant to Rule 18f-3 under the 1940 Act on April 12, 1995, as amended (the
"Multi-Class Plan"), which describes the terms of Reserves' multiple class share
distribution system; and

              WHEREAS, it has been recommended that Reserves establish one new
class of shares, designated as the Institutional Shares of the Money Market
Funds of Reserves;

              NOW THEREFORE BE IT:

              RESOLVED, that pursuant to Article III, Section 1 of Reserves'
Agreement and Declaration of Trust, an unlimited number of authorized, unissued
shares be, and they hereby are, allocated to the Money Market Funds of Reserves
and divided into and classified as a separate class of each Fund as follows:

              (i)        Nations Cash Reserves -- Institutional Shares;

              (ii)       Nations Money Market Reserves -- Institutional Shares;

              (iii)      Nations Treasury Reserves -- Institutional Shares;

              (iv)       Nations Government Reserves -- Institutional Shares;

              (v)        Nations Municipal Reserves -- Institutional Shares; and

              (vi)       Nations California Tax Exempt Reserves -- Institutional
                         Shares;

              FURTHER RESOLVED, that the Board of Trustees of Reserves,
including a majority of the Trustees who are not interested persons of the
Trust, hereby find that the amendments to the Multi-Class Plan for Reserves, in
substantially the form presented at this meeting, including the method contained
herein for allocating expenses among the classes in a single Fund, are in the
best interests of each class of shares of each Fund of Reserves individually and
Reserves as a whole;

              FURTHER RESOLVED, that the amendments to the Multi-Class Plan for
Reserves, in substantially the form presented at this meeting, be, and they
hereby are, ratified and approved by the Board of Trustees, including a majority
of the Trustees who are not interested persons of Reserves; and



              FURTHER RESOLVED, that consideration received by Reserves for the
issue or sale of the Institutional Shares of the Money Market Funds of Reserves
shall be invested and reinvested with the consideration received by Reserves for
the issue and sale of all of the Funds' other classes (individually a "Class"
and collectively the "Classes"), together with all income, earnings, profits and
proceeds thereof, including the proceeds derived from the sale, exchange or
liquidation thereof, any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, and any general assets of Reserves
allocated to the Money Market Funds of Reserves by the Board of Trustees in
accordance with Reserves' Agreement and Declaration of Trust, and each share of
any Class of the Funds (individually, a "Share" and collectively, the "Shares")
shall share equally with each share of all the Classes of such Fund of Reserves
in such consideration and other assets, income, earnings, profits and proceeds
thereof; and

              FURTHER RESOLVED, that the Officers of Reserves be, and each
hereby is, authorized and directed to take all such actions as and when the
officers taking such action, in consultation with Reserves' counsel, deem
necessary or appropriate to effect establishment of the new series, including,
but not limited to, executing, sealing, delivering and filing the Certificate of
Classification of Shares, and any and all other documents, instruments, papers
and writings as he or she may deem necessary or appropriate to perform and carry
out the preceding resolutions, such determination to be conclusively evidenced
by such acts.

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



Dated:  August 23, 2000                           /s/ Richard H. Blank, Jr.
                                                  ----------------------------
                                                  Richard H. Blank, Jr.
                                                  Secretary and Treasurer

Subscribed and sworn to before
me this 12th day of September, 2000

/s/ Laura A. Brown
--------------------------------------------------

Name: Laura A. Brown
      Notary Public
Commission Expires:  04/04/06