STEIN ROE FLOATING RATE LIMITED LIABILITY CO, POS AMI, EX-99.2B(3), 2000-12-26

STEIN ROE FLOATING RATE LIMITED LIABILITY CO
POS AMI, EX-99.2B(3), 2000-12-26

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                  CERTIFICATE


I,  Nicolette D. Parrish,  hereby  certify that I am the duly elected and acting
Assistant  Secretary  of Stein Roe  Floating  Rate  Limited  Liability  Fund,  a
Delaware  limited  liability  company (the  "Trust") and that the following is a
true and  correct  copy of a certain  resolution  duly  adopted  by the Board of
Trustees  of the Trust at a  meeting  held in  accordance  with the  By-Laws  on
February 8, 2000:

     RESOLVED,  that  Section  6.01 of the  By-Laws is amended  and  restated as
follows:

         Section 6.01.  General.  All deeds,  documents,  transfers,  contracts,
agreements  and other  instruments  requiring  execution  by the Trust  shall be
signed   by  the   President,   any   Executive   Vice-President,   any   Senior
Vice-President,  any  Vice-President,  the  Controller,  the  Secretary,  or the
Treasurer,  or as the  Board  of  Trustees  may  otherwise,  from  time to time,
authorize.  Any such  authorization  may be  general  or  confined  to  specific
instances.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand this 15th day of March,
2000.

                                   NICOLETTE D. PARRISH
                                    Assistant Secretary

[SEAL]