EXHIBIT 1(B)


                             SUNAMERICA INCOME FUNDS


                     Establishment and Designation of Shares
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     The undersigned, being the Vice President and Assistant Secretary of
SunAmerica Income Funds (hereinafter referred to as the "Trust"), a trust with
transferable shares of the type commonly called a Massachusetts business trust,
DOES HEREBY CERTIFY that, pursuant to the authority conferred upon the Trustees
of the Trust by Section 6.4 of the Declaration of Trust, dated April 24, 1986,
as amended from time to time, respectively (hereinafter, as so amended, referred
to as the "Declaration of Trust"), and by the affirmative vote of the entire
Board of Trustees of the Trust, the following is hereby authorized:

     (1) That one series of the Trust's unissued shares of beneficial interest,
$.01 par value, is hereby established to have all the rights and preferences
described in the Declaration of Trust, to be designated as follows:

                                 Core Bond Fund

     (2) That the shares of beneficial interest of the Trust, $.01 par value, of
the Core Bond Fund (the "Fund") are hereby further classified as four classes of
shares, which are designated Class A, Class B, Class II and Class I shares.

     (3) That the Class A, Class B, Class II and Class I shares of the Core Bond
Fund shall represent identical interests in the Trust and have identical voting
(except with respect to those matters affecting a particular class of shares),
dividend, liquidation and other rights, as set forth in the Declaration of
Trust; provided, however, that notwithstanding anything in the Declaration of
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Trust to the contrary:

          (a) the Class A, Class B, Class II and Class I shares may be issued
and sold subject to such different sales loads or charges, whether initial,
deferred or contingent, or any combination thereof, as the Board of Trustees
shall from time to time determine;

          (b) expenses related solely to a particular class (including, without
limitation, distribution expenses under a Rule 12b-1 plan and administrative
expenses under an administration or service agreement, plan or other
arrangement, however designated) shall be borne by that class and shall be
appropriately reflected (in the manner determined by the Board of Trustees) in
the net asset value of, or the dividends and distributions on, the shares of
that class;

          (c) except as otherwise provided, on the first business day of the
month following the eighth anniversary of the issuance of Class B shares of the
Core Bond Fund to a holder thereof, such Class B shares (as well as a pro rata
portion of any Class B shares purchased through

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the reinvestment of dividends and other distributions paid in respect of all
Class B shares held by such holder) shall automatically convert to Class A
shares of the Fund on the basis of the respective current net asset values per
share of the Class B shares and the Class A shares of the Fund on the conversion
date; provided, however, that any conversion of Class B shares shall be subject
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to the continuing availability of an opinion of counsel to the effect that (i)
the assessment of higher distribution fees or transfer agency costs with respect
to Class B shares does not result in the Trust's dividends or distributions
constituting "preferred dividends" under the Internal Revenue Code of 1986, as
amended, and (ii) such conversion does not constitute a taxable event under
federal income tax law, and the Board of Trustees, in its sole discretion, may
suspend the conversion of Class B shares if such opinion is no longer available;

          (d) the Class A, Class B, Class II and Class I shares of the Core Bond
Fund may have such different exchange rights as the Board of Trustees shall
provide in compliance with the Investment Company Act of 1940.

     (4) (a) That unissued shares of beneficial interest of the Trust, $.01 par
value, of the GNMA fund, are hereby further classified as and designated Class I
shares.

          (b) That the Class I shares of the GNMA Fund, offered without a
front-end, back-end or asset-based sales charge, as set forth in the Declaration
of Trust, represent identical interests in the Trust and have identical voting
(except with respect to those matters affecting this particular class of
shares), dividend, liquidation and other rights as the previously classified and
designated Class A, Class B and Class II shares.

     The actions contained herein shall be effective as of September 27, 2001.

                                  By:   /s/ Peter E. Pisapia
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                                        Peter E. Pisapia
                                        Vice President and Assistant Secretary
                                        SunAmerica Income Funds


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