<PAGE>
Exhibit (a)(2)
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 Organizational
Meeting of the Board held on May 28, 1992 (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 the Trust's Agreement and
Declaration of Trust an unlimited number of authorized, unissued and
unclassified shares of beneficial interest of the Trust be, and hereby are,
classified into each of four separate classes of shares which shall be
designated, respectively, Class A, Class B, Class C and Class D; and
FURTHER RESOLVED, that (a) Class A shares of beneficial interest shall
represent interests in the Money Market Fund, (b) Class B shares of beneficial
interest shall represent interests in the Equity Growth Fund, (c) Class C shares
of beneficial interest shall represent interests in the Asset Allocation Fund,
and (d) Class D shares of beneficial interest shall represent interests in the
High Quality Bond Fund; and
FURTHER RESOLVED, that each share of Class A, Class B, Class C and
Class D 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 the Trust's Agreement Declaration of Trust with
respect to its shares of beneficial interest; and
<PAGE>
FURTHER RESOLVED, that the officers of the Trust 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 Worcester City Clerk, and to do any and all other acts, in
the name or the Trust and on its behalf, as may be necessary or desirable in
resolutions.
The foregoing resolutions remain in full force and effect as
of the date hereof.
/s/ W. Bruce McConnel
---------------------
W. Bruce McConnel
Secretary
Dated: September 28, 2000
Subscribed and sworn to before
me this 28th day of September, 2000
/s/ Dorothea A. Natale
----------------------------------------------
Notary Public
-2-
