INVESTEC FUNDS
AMENDMENT
TO THE
TRUST INSTRUMENT
The undersigned, Steven J. Pagiolli, hereby certifies that he
is a duly elected secretary of Investec Funds, a Delaware business trust (the
"Trust"), and further that by a resolution adopted by the Board of Trustees of
the Trust on June 28, 2000 by a majority vote of the Trustees at a telephonic
meeting of the Board of Trustees, which was duly noticed in accordance with the
requirements of the Trust Instrument of the Trust dated March 6, 1997 (the
"Trust Instrument") and in which a quorum of the Trustees participated, the
following amendment to the Trust Instrument was adopted in accordance with the
provisions of Article XI, Section 11.08 of the Trust Instrument:
The first sentence of Section 4.04 of Article IV of the Trust
Instrument is hereby amended to read as follows:
"In any action taken by the Trustees hereunder,
unless otherwise specified, the Trustees shall act by majority
vote at a meeting duly called or by the written consent of at
least 70% of the Trustees without a meeting or by telephone
meeting provided a quorum of Trustees participate in any such
telephone meeting, unless the 1940 Act requires that a
particular action be taken only at a meeting at which the
Trustees are present in person."
IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of this 28th day of September, 2000.
/s/ Steven J. Pagiolli
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Steven J. Pagiolli
Secretary
