RESOLUTIONS OF
                            THE BOARD OF DIRECTORS OF
                           BANK OF AMERICA CORPORATION

                                  June 23, 1999


           Authorization and Registration of Debt and Other Securities
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                          and Appointment of Committee
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      RESOLVED FURTHER, that Paul J. Polking and Charles M. Berger hereby are
appointed attorneys-in-fact for, and each of them with full power to act without
the other hereby is authorized and empowered to sign the Registration Statement
and any amendment or amendments (including any pre-effective or post-effective
amendments) thereto on behalf of, the Corporation and any of the following, to
wit: the Principal Executive Officer, the Principal Financial Officer, the
Principal Accounting Officer, and any other officer of the Corporation;

      RESOLVED FURTHER, that Paul J. Polking is hereby designated as Agent for
Service of the Corporation with all such powers as are provided by the Rules and
Regulations of the Commission;


      RESOLVED FURTHER, that the officers of the Corporation hereby are
authorized and directed to do all things necessary, appropriate or convenient to
carry into effect the foregoing resolutions.



                            CERTIFICATE OF SECRETARY


      I, Allison Gilliam, Assistant Secretary of Bank of America Corporation, a
corporation duly organized and existing under the laws of the State of Delaware
(the "Corporation"), do hereby certify that the foregoing is a true and
correct copy of the resolutions duly adopted by the Board of Directors of the
Corporation at a meeting of the Board of Directors held on June 23, 1999, at
which meeting a quorum was present and acting throughout and that said
resolutions are in full force and effect and have not been amended or rescinded
as of the date hereof.

      IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of
the Corporation as of this 22nd day of July, 1999.




                                    /s/ Allison Gilliam
                                    ---------------------------
                                    Assistant Secretary

(CORPORATE SEAL)

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