CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
DLJ WINTHROP FOCUS FUNDS
AND
CERTIFICATE OF THE SECRETARY
The undersigned Secretary of DLJ Winthrop Focus Funds, a
Massachusetts business trust governed by a written Xxxxxxx and Restated
Agreement and Declaration of Trust (the "Declaration of Trust") dated as of
February 22, 1996 that was duly executed and filed with the office of the
Secretary of the Commonwealth of Massachusetts on February 26, 1996, DOES HEREBY
CERTIFY THAT:
FIRST:On April 27, 2000, the Trustees of the Trust, pursuant to
Sections 1.1 and 9.3(a) of the Declaration of Trust, duly adopted an amendment
to Section 1.1 of the Declaration of Trust whereby the name of the Trust was
changed from "DLJ Winthrop Focus Funds" to "DLJ Focus Funds", to be effective
the later of (i) the filing date with the Commonwealth of Massachusetts of the
appropriate documentation reflecting the name changes or (ii) August 1, 2000.
SECOND: On April 27, 2000, the Trustees of the Trust, pursuant to
Section 9.3 of the Declaration of Trust, duly adopted an amendment to Section
6.2 of the Declaration of Trust whereby the separate class of shares of
beneficial interest previously designated the "Growth Fund" is redesignated the
"Core Equity Fund", to be effective August 1, 2000.
IN WITNESS WHEREOF the undersigned has executed this certificate on
this 24th day of July, 2000.
/s/ Xxxxxx Xxxxx
--------------------------
Xxxxxx Xxxxx
Secretary
STATE OF NEW YORK )
ss:
COUNTY OF NEW YORK )
On this 24th day of July, 2000 before me personally came Xxxxxx
Xxxxx to me known, who being duly sworn by me, did depose and say that he is the
Secretary of DLJ Focus Funds, a trust organized under the laws of the
Commonwealth of Massachusetts, the trust described in and which executed the
foregoing instrument; that he knows the seal of said trust; that the seal
affixed to said instrument is such trust seal; that it was so affixed by order
of the trustees of said trust, and that he signed his name thereto by order.
/s/ Xxxxxxx Xxxxx
--------------------------
Notary Public
