LIBERTY STEIN ROE INSTITUTIONAL FLOATING RATE INCOME FUND, N-2, EX-99.2B(2), 2000-12-13

LIBERTY STEIN ROE INSTITUTIONAL FLOATING RATE INCOME FUND
N-2, EX-99.2B(2), 2000-12-13

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                                   CERTIFICATE

I,  Nicolette D. Parrish,  hereby  certify that I am the duly elected and acting
Assistant  Secretary of  Liberty-Stein  Roe  Institutional  Floating Rate Income
Fund, 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 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]