CERTIFICATE
I, Nicolette D. Parrish, hereby certify that I am the duly elected and
acting Assistant Secretary of SR&F Base 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 the Trust at a meeting held
in accordance with the By-Laws on February 8, 2000:
RESOLVED, that Section 6.01 of the By-Laws is amended and restated as
follows:
Section 6.01. General. All deeds, documents, transfers, contracts,
agreements and other instruments requiring execution by the Trust shall be
signed by the President, any Executive Vice-President, any Senior
Vice-President, any Vice-President, the Controller, the Secretary, or the
Treasurer, or as the Board of Trustees may otherwise, from time to time,
authorize. Any such authorization may be general or confined to specific
instances.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of March,
2000.
NICOLETTE D. PARRISH
Assistant Secretary
[SEAL]
