0001005477-00-005419 Sample Contracts

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF DLJ WINTHROP FOCUS FUNDS AND CERTIFICATE OF THE SECRETARY
DLJ Winthrop Focus Funds • August 1st, 2000

The undersigned Secretary of DLJ Winthrop Focus Funds, a Massachusetts business trust governed by a written Amended 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:

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