C E R T I F I C A T E
I, William J. Ballou, hereby certify that I am the duly
and acting Assistant Secretary of Liberty Stein Roe Advisor
Trust, a Massachusetts business trust (the Trust) and that the
following is a true and correct copy of a certain resolution duly
adopted by the Board of Trustees of each Trust by written consent
in accordance with the By-Laws, dated September 28, 2000:
RESOLVED, that Section 7.06 of the By-Laws is amended and
restated as follows:
Section 7.06. Fixing of Record Date. The Board of Trustees may fix
in advance a date as a record date for the determination of the
shareholders of any series entitled to notice of or to vote at any meeting
of such shareholders or any adjournment thereof, or to
express consent to Trust action in writing without a meeting, or to receive
payment of any dividend or other distribution or
allotment of any rights, or to exercise any rights in respect of any change,
conversion, or exchange of shares of such series, or for
the purpose of other lawful action, provided that such record date shall not
be more than 90 days, and, in the case of a meeting of
shareholders, not less than 10 days, prior to the date on which the particular
action requiring such determination of shareholders of
such series is to be taken. In such case only such shareholders as shall be
shareholders of record of such series on the record date
so fixed shall be entitled to such notice of, and to vote at, such meeting or
adjournment, or to give such consent, or to receive
payment of such dividend or other distribution, or to receive such allotment
of rights, or to exercise such rights, or to take such
other action, as the case may be, notwithstanding any transfer or redemption
of any shares of such series on the books of the Trust
after any such record date. If no record date has been fixed for the
determination of shareholders the record date for the
determination of shareholders entitled to notice of or to vote at a
meeting of shareholders shall be at the close of business on the
day on which notice of the meeting is mailed, which shall not be more
than 90 days before the meeting, or, if notice is waived by all
shareholders entitled thereto, at the close of business on the tenth
day before the day on which the meeting is held.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day
of September, 2000.
/s/ William J. Ballou
Assistant Secretary
