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 Funds Investment 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
