J&B FUNDS
OFFICER'S CERTIFICATE
THE UNDERSIGNED, Secretary of J&B Funds (the "Trust"), a multi-series Delaware
business trust registered as an open-end, management investment company under
the Investment Company Act of 1940, as amended, does hereby certify that the
following preambles and resolutions designating three initial series of shares
of the Trust were duly adopted at the organizational meeting of the Board of
Trustees of the Trust held on October 24, 2000, all in accordance with the laws
of the State of Delaware and pursuant to Article III, Sections 1, 5 and 6 of the
Trust's Agreement and Declaration of Trust ("Declaration of Trust"), and that
such resolutions are incorporated by reference into the Declaration of Trust in
accordance with Article III, Section 6 thereof:
WHEREAS, Section 1 of Article III of the Agreement and Declaration of Trust
of the Trust provides that the beneficial interest of the Trust is divided
into an unlimited number of shares of beneficial interest, no par value,
and Section 6 of Article III authorizes the Board of Trustees to divide the
shares into separate series, and to divide such series into separate
classes of shares, with such variations in the relative rights and
preferences between the different series or classes as shall be fixed and
determined by the Trustees; and
WHEREAS, the Board desires to establish and designate three initial series
of shares of beneficial interest in the Trust.
NOW, THEREFORE, IT IS
RESOLVED, that, pursuant to Article III, Section 6, of the Trust's
Agreement and Declaration of Trust, a series of shares of beneficial
interest in the Trust is hereby established and designated as the J&B
Small-Cap International Fund series, and an unlimited number of shares of
beneficial interest are hereby classified and allocated to such series, all
with the relative rights and preferences as set forth in the Agreement and
Declaration of Trust or any amendments thereto; and it is
FURTHER RESOLVED, that pursuant to Article III, Section 6, of the Trust's
Agreement and Declaration of Trust, a series of shares of beneficial
interest in the Trust is hereby established and designated as the J&B
Small-Cap Aggressive Growth Fund series, and an unlimited number of shares
of beneficial interest are hereby classified and allocated to such series,
all with the relative rights and preferences as set forth in the Agreement
and Declaration of Trust or any amendments thereto; and it is
FURTHER RESOLVED, that pursuant to Article III, Section 6, of the Trust's
Agreement and Declaration of Trust, a series of shares of beneficial
interest in the Trust is hereby established and designated as the J&B
Mid-Cap Aggressive Growth Fund series, and an unlimited number of shares of
beneficial interest are hereby classified and allocated to such series, all
with the relative rights and preferences as set forth in the Agreement and
Declaration of Trust or any amendments thereto; and it is
FURTHER RESOLVED, that the appropriate officers of the Trust be, and each
of them hereby is, authorized and directed to prepare a certificate
evidencing the Board's above designation of the Trust's three initial
series of shares of beneficial interest and to insert a copy of such
certificate in the Trust's minute book and to see that a copy is kept at
the Trust's principal office for the transaction of its business.
IN WITNESS WHEREOF, I have hereunto set my hand as such officer of the
Trust as of this 28th day of November, 2000.
J&B FUNDS
/s/ Martin A. Cramer
Name & Title: Martin A. Cramer, Secretary
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Filed with the minutes of the proceedings of the Trust this 28th day of
November, 2000.
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369093.01
