CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF TRUST
OF
INGENUITY CAPITAL TRUST
A Delaware Business Trust
This Certificate of Amendment of Certificate of Trust of Ingenuity
Capital Trust (the "Trust"), dated as of this 2nd day of June, 2000, is being
duly executed and filed, in order to form a business trust pursuant to the
Delaware Business Trust Act and sets forth the following:
1. NAME. The name of the trust is "Ingenuity Capital Trust." The
original Certificate of Trust was filed with the Secretary of State on
or about July 9, 1999 ("Original Certificate").
2. NAME CHANGE. The Certificate of Trust is being amended hereby to
change the name of the Trust. Accordingly, paragraph 1 of the
Certificate of Trust is hereby amended to read in its entirety as
follows:
1. NAME: The name of the business trust formed by Original
Certificate is "Marketocracy Funds."
3. EFFECTIVENESS. This Certificate of Amendment of Certificate of Trust
shall become effective immediately upon its filing with the office of
the Secretary of State of Delaware.
IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees
of the Ingenuity Capital Trust currently in office or authorized, have duly
executed this Certificate of Trust hereby execute this Certificate of Trust as
of the date first-above written.
/S/ KENDRICK W. KAM
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Kendrick W. Kam
/S/ ARTHUR ROTH
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Arthru Roth
/S/ WILLIAM SCILACCI
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William Scilacci