LIBERTY FLOATING RATE ADVANTAGE FUND
N-2, EX-99.(A)(3), 2000-12-13
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                                 AMENDMENT NO. 2
                                     TO THE
                       AGREEMENT AND DECLARATION OF TRUST
                                       OF
             LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND


         WHEREAS,  Section 1 of Article I of the  Agreement and  Declaration  of
Trust  (Declaration  of Trust) of the  Liberty-Stein  Roe Advisor  Floating Rate
Advantage  Fund (Trust),  dated June 8, 1999 and amended on December 15, 1999, a
copy of which is on file in the Office of the Secretary of The  Commonwealth  of
Massachusetts,  authorizes the Trustees of the Trust to amend the Declaration of
Trust  to  change  the  name  of the  Trust  without  authorization  by  vote of
Shareholders of the Trust.

         WE, THE UNDERSIGNED,  being a majority of the Trustees of Liberty-Stein
Roe Advisor Floating Rate Advantage Fund, do hereby certify that the undersigned
have  determined  to conduct the  business of the Trust under the name  "Liberty
Floating Rate Advantage  Fund" and have  authorized  the following  amendment to
said Declaration of Trust:

         Section 1 of  Article I is hereby  amended to read in its  entirety  as
follows:

                Section 1. This Trust shall be known as "Liberty  Floating  Rate
         Advantage  Fund" and the  Trustees  shall  conduct the  business of the
         Trust  under  that name or any other name as they may from time to time
         determine.

         The foregoing Amendment shall become effective as of July 17, 2000.

         IN WITNESS  WHEREOF,  the undersigned  have hereunto set their hands in
the City of Boston, Massachusetts,  for themselves and their assigns, as of this
April 26, 2000.

/s/TOM BLEASDALE                                   /s/WILLIAM E. MAYER
-------------------                                   ----------------
   Tom Bleasdale                                      William E. Mayer

/s/JOHN V. CARBERRY                                /s/JAMES L. MOODY, JR.
--------------------                               ----------------------
   John V. Carberry                                   James L. Moody, Jr.

/s/LORA S. COLLINS                                 /s/JOHN J. NEUHAUSER
-------------------                                --------------------
   Lora S. Collins                                    John J. Neuhauser

/s/JAMES E. GRINNELL                               /s/THOMAS E. STITZEL
--------------------                               --------------------
   James E. Grinnell                                  Thomas E. Stitzel

/s/RICHARD W. LOWRY                                /s/ROBERT L. SULLIVAN
-------------------                                ---------------------
   Richard W. Lowry                                   Robert L. Sullivan

/s/SALVATORE MACERA                                /s/ANNE-LEE VERVILLE
-------------------                                ----------------------
   Salvatore Macera                                   Anne-Lee Verville

Commonwealth of Massachusetts               )
                                            )ss.
County of Suffolk                           )

         Then  personally   appeared  the  above-named   Trustees  and  executed
Amendment No. 2 to the Agreement and Declaration of Trust of  Liberty-Stein  Roe
Advisor Floating Rate Advantage Fund as their free act and deed, before me, this
April 26, 2000.

                                                          /s/MARY P. MAHONEY
                                                          ------------------
                                                             Mary P. Mahoney
                                                             Notary
Public/My Commission Expires: 2/22/02



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