CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
DECLARATION OF TRUST, AS AMENDED
OF
WPG GROWTH AND INCOME FUND
One New York Plaza
New York, New York 10004
This Certificate of Amendment to the Amended and Restated Declaration
of Trust, dated May 1, 1993, as amended (the "Declaration") of WPG Growth and
Income Fund, a Massachusetts business trust (the "Trust"), is made this 18th day
of October, 2000 for the following purpose.
The undersigned, being at least a majority of the Trustees of the
Trust, acting pursuant to Section 8.3(b) of the Declaration hereby amend the
Declaration as follows:
All references to "WPG Growth and Income Fund" in the
Declaration (including without limitation those contained in
Sections 1.1 and 1.2(s) are replaced with "WPG Large Cap
Growth Fund."
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IN WITNESS WHEREOF, the undersigned have executed this instrument this
18th day of October, 2000.
/s/ ROGER J. WEISS
-----------------------------------
Roger J. Weiss
as Trustee, and not individually
One New York Plaza
New York, New York 10004
----------------------------
Raymond R. Herrmann, Jr.
as Trustee, and not individually
654 Madison Avenue, Suite 1400
New York, New York 10017
-----------------------------------
Lawrence J. Israel
as Trustee, and not individually
200 Broadway, Suite 249
New Orleans, Louisiana 70118
/S/ GRAHAM E. JONES
-----------------------------------
Graham E. Jones
as Trustee, and not individually
330 Garfield Street, Suite 200
Santa Fe, New Mexico 87501
/S/ WILLIAM B. ROSS
-----------------------------------
William B. Ross
as Trustee, and not individually
2733 E. Newton Avenue
Shorewood, Wisconsin 53211
/S/ ROBERT A. STRANIERE
-----------------------------------
Robert A. Straniere
as Trustee, and not individually
182 Rose Avenue
Staten Island, New York 10306
