SECRETARY’S CERTIFICATE

I, Allyson Stewart, being duly appointed Secretary of the meeting of the Board of Directors of Santa Barbra Group of Mutual Funds, Inc., duly certify and attest that, at a Board of Directors meeting held on August 20, 2009, the following resolutions were adopted:

RESOLVED, that a fidelity bond with St. Paul Fire and Marine Insurance Company, for the period September 1, 2009 to September 1, 2010,  having an aggregate coverage of $1,000,000 be, and it hereby is, approved, it having been determined to be reasonable in form and amount, after giving due consideration to all factors deemed relevant by this Board, including, among other things, the value of the aggregate assets of the Company to which any covered person may have access, the arrangements for custody and safekeeping of such asset and the nature of the securities in the portfolios of the Funds of the Company; and be it further

RESOLVED, that the Secretary of the Company be, and hereby is, authorized to file or cause to be filed the fidelity bond with the Securities and Exchange Commission and give the notices required under Paragraph (1) of Rule 17g-1 under the 1940 Act; and be it further

RESOLVED, that the appropriate officers of the Company be, and each of them hereby is, authorized to do any and all acts, in the name of the Company and on its behalf, as they, or any of them, may determine to be necessary or appropriate in connection with or in furtherance of the foregoing resolutions.

/s/Allyson Stewart

Allyson Stewart

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