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Exhibit (a)(4)
THE GALAXY VIP FUND
(A Massachusetts Business Trust)
CERTIFICATE OF CLASSIFICATION OF SHARES
I, W. Bruce McConnel, do hereby certify as follows:
(1) That I am the duly elected Secretary of The Galaxy VIP Fund
("Galaxy VIP");
(2) That in such capacity I have examined the record of actions
taken by the Board of Trustees of Galaxy VIP at a Regular Meeting of
the Board held on September 7, 2000(the "Meeting");
(3) That the following resolutions were duly adopted at the
Meeting by the Board of Trustees of Galaxy VIP:
CLASSIFICATION OF SHARES
RESOLVED, that pursuant to Article V of Galaxy VIP's Agreement
and Declaration of Trust, an unlimited number of authorized, unissued
and unclassified shares of beneficial interest of Galaxy VIP be, and
hereby are, classified into each of two separate classes of shares
which shall be designated, respectively, Class I and Class J;
FURTHER RESOLVED, that (a) Class I shares of beneficial
interest shall represent interests in the Large Company Index Fund, and
(b) Class J shares of beneficial interest shall represent interests in
the Small Company Index Fund; and
FURTHER RESOLVED, that each share of Class I and Class J shall
have all of the preferences, conversion and other rights, voting
powers, restrictions, limitations, qualifications and terms and
conditions of redemption that are set forth in Galaxy VIP's Agreement
and Declaration of Trust with respect to its shares of beneficial
interest; and
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FURTHER RESOLVED, that the officers of Galaxy VIP be, and each
of them hereby is, authorized and empowered to execute, seal and
deliver any and all documents, instruments, papers and writings,
including but not limited to any instrument to be filed with the State
Secretary of the Commonwealth of Massachusetts or the Westborough City
Clerk, and to do any and all other acts, in the name of Galaxy VIP and
on its behalf, as may be necessary or desirable in connection with or
in furtherance of the foregoing resolutions.
The foregoing resolutions remain in full force and effect as
of the date hereof.
/s/ W. Bruce McConnel
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W. Bruce McConnel
Secretary
Dated: September 28, 2000
Subscribed and sworn to before
me this 28th day of September __, 2000
/s/ Dorothea A. Natale
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Notary Public
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