C E R T I F I C A T E

                  I, Kevin S. Jacobs, hereby certify that I am the duly and
acting Assistant Secretary of Liberty Floating Rate Fund, a Massachusetts 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 duly
convened and held on June 20, 2001 in accordance with the By-Laws:

                  RESOLVED, that Section 4.12 of the By-Laws is amended and
restated as follows:

                   Controller and Chief Accounting Officer. The controller shall
be the officer of the Trust primarily responsible for ensuring all expenditures
of the Trust are reasonable and appropriate. The controller shall be responsible
for oversight and maintenance of liquidity and leverage facilities available to
the Trust and shall have such other duties and powers as may be designated from
time to time by the Trustees or the president.

                  The chief accounting officer of the Trust shall be in charge
of its books and accounting records. The chief accounting officer shall be
responsible for preparation of financial statements of the Trust and shall have
such other duties and powers as may be designated from time to time by the
Trustees or the president.

                  Any assistant controller may perform such duties of the
controller as the controller or the Board of Trustees may assign, of the
controller.


                  IN WITNESS WHEREOF, I have hereunto set my hand this 10th day
of July, 2001.

                  /s/Kevin S. Jacobs
                  Assistant Secretary