CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF TRUST
OF
DLJ WINTHROP OPPORTUNITY FUNDS
AND
CERTIFICATE OF THE SECRETARY
The undersigned Secretary of DLJ Opportunity Funds (formerly "DLJ
Winthrop Opportunity Funds"), a Delaware business trust governed by a written
Agreement and Declaration of Trust (the "Declaration of Trust") dated as of May
31, 1995 that was duly executed and filed with the office of the Secretary of
State of Delaware on May 3, 1995, DOES HEREBY CERTIFY THAT:
FIRST:On April 17, 2000, the Trustees of the Trust, pursuant to
Chapter 38, Subchapter I, Section 3810(b)(1) of the Delaware Code and Sections
1.1 and 11.3(a) of the Declaration of Trust, duly adopted an amendment to
Section 1.1 of the Declaration of Trust whereby the name of the Trust was
changed from "DLJ Winthrop Opportunity Funds" to "DLJ Opportunity Funds", to be
effective August 1, 2000.
<PAGE>
IN WITNESS WHEREOF the undersigned has executed this certificate on
this 13th day of July, 2000.
/s/ Martin Jaffe
--------------------------
Martin Jaffe
Secretary
STATE OF NEW YORK )
ss:
COUNTY OF NEW YORK)
On this 13th day of July, 2000 before me personally came Martin
Jaffe to me known, who being duly sworn by me, did depose and say that he is the
Secretary of DLJ Opportunity Funds, a trust organized under the laws of the
State of Delaware, the trust described in and which executed the foregoing
instrument; that he knows the seal of said trust; that the seal affixed to said
instrument is such trust seal; that it was so affixed by order of the trustees
of said trust, and that he signed his name thereto by order.
/s/ Claudia Cogan
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Notary Public
