EX-99(a)(2)
CERTIFICATE OF TRUST
OF
J&B FUNDS
a Delaware Business Trust
This Certificate of Trust of J&B Funds (the "Trust"),
dated this 4th day of August, 2000, is being duly executed and
filed, in order to form a business trust pursuant to the Delaware
Business Trust Act (the "Act"), Del. Code Ann, tit. 12, 3801-
3819.
1. NAME. The name of the business trust formed
hereby is "J&B Funds."
2. REGISTERED OFFICE AND REGISTERED AGENT. The Trust
will become, prior to the issuance of shares of beneficial
interest, a registered investment company under the Investment
Company Act of 1940, as amended. Therefore, in accordance with
section 3807(b) of the Act, the Trust has and shall maintain in
the State of Delaware a registered office and a registered agent
for service of process.
(a) REGISTERED OFFICE. The registered
office of the Trust in Delaware is 919 North Market
Street, Wilmington, Delaware 19801.
(b) REGISTERED AGENT. The registered agent
for service of process on the Trust in Delaware is SR
Services, LLC, 919 North Market Street, Wilmington,
Delaware 19801.
3. LIMITATION OF LIABILITY. Pursuant to section
3804(a) of the Act, the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with
respect to a particular series of the Trust, whether such series
is now authorized and existing pursuant to the governing
instrument of the Trust or is hereafter authorized and existing
pursuant to said governing instrument, shall be enforceable
against the assets associated with such series only, and not
against the assets of the Trust generally or any other series
thereof, and, except as otherwise provided in the governing
instrument of the Trust, none of the debts liabilities,
obligations and expenses incurred, contracted for or otherwise
existing with respect to the Trust generally or any other series
thereof shall be enforceable against the assets of such series.
IN WITNESS WHEREOF, the Trustee named below does hereby
execute this Certificate of Trust as of the date first-above
written.
/s/Stephen S. Soden
Stephen S. Soden
345357
