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 Stein Roe Floating Rate Limited Liability Company,
a Delaware limited liability company (the "Company") 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 Managers 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 Company 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 Company
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.
William J. Ballou
------------------------
Assistant Secretary
