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Exhibit (a)(3)
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 4, 1997 (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 four separate classes of shares
which shall be designated, respectively, Class E, Class F, Class G and
Class H;
FURTHER RESOLVED, that (a) Class E shares of beneficial
interest shall represent interests in the Small Company Growth Fund,
(b) Class F shares of beneficial interest shall represent interests in
the Growth and Income Fund, (c) Class G shares of beneficial interest
shall represent interests in the Columbia Real Estate Equity Fund II,
and (d) Class H shares of beneficial interest shall represent interests
in the Columbia High Yield Fund II; and
FURTHER RESOLVED, that each share of Class E, Class F, Class G
and Class H 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
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
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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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