CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
WINTHROP FOCUS FUNDS
AND
CERTIFICATE OF THE SECRETARY
The undersigned Secretary of Winthrop Focus Funds, a Massachusetts business
trust governed by a written Xxxxxxx and Restated Agreement and Declaration of
Trust (the "Declaration of Trust") dated as of February 22, 1996 that was duly
executed and filed with the office of the Secretary of the Commonwealth of
Massachusetts on February 26, 1996, DOES HEREBY CERTIFY THAT:
FIRST: On October 24, 1996, the Trustees of the Trust, pursuant to
Section 9.3 of the Declaration of Trust, duly adopted an amendment to Section
6.2 of the Declaration of Trust whereby the separate class of shares of
beneficial interest previously designated the "Aggressive Growth Fund" is
redesignated the "Small Company Value Fund".
IN WITNESS WHEREOF the undersigned has executed this certificate on this
19th day of February, 1997.
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Secretary
STATE OF NEW YORK )
ss:
COUNTY OF NEW YORK )
On this 19th day of February, 1997 before me personally came Xxxxxx
Xxxxx, to me known, who being duly sworn by me, did depose and say that he is
the Secretary of Winthrop Focus Funds, a trust organized under the laws of the
Commonwealth of Massachusetts, 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/ Xxxxx X. Xxxxxxx
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Notary Public
