Exhibit (a)(10)
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SERIES TRUST
AMENDMENT NO. 9 TO
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being all of the trustees of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Series Trust,
a Massachusetts business trust created and existing under an Agreement and
Declaration of Trust dated April 1, 1988, as amended, a copy of which is on file
in the Office of the Secretary of The Commonwealth of Massachusetts (the
"Trust"), having determined that it is consistent with the fair and equitable
treatment of all Shareholders to change the names of all eleven existing Series
of the Trust do hereby direct that this Amendment No. 9 be filed with the
Secretary of The Commonwealth of Massachusetts and do hereby consent to and
adopt the following amendment to the Agreement and Declaration of Trust:
1. The first sentence of Section 6 of Article III of the Second Amended
and Restated Agreement and Declaration of Trust is amended and restated in its
entirety to read as follows:
"Without limiting the authority of the Trustees set forth in Section
5, inter alia, to establish and designate any further Series or Classes of
Shares or to modify the rights and preferences of any Series or Class, the
"Laudus Rosenberg U.S. Small Capitalization Fund" (formerly the AXA
▇▇▇▇▇▇▇▇▇ U.S. Small Capitalization Fund and, prior to that, the U.S. Small
Capitalization Series and, prior to that, the Small Capitalization Series),
"Laudus ▇▇▇▇▇▇▇▇▇ International Small Capitalization Fund" (formerly the
AXA ▇▇▇▇▇▇▇▇▇ International Small Capitalization Fund and, prior to that,
the International Small Capitalization Series), "Laudus ▇▇▇▇▇▇▇▇▇ Value
Long/Short Equity Fund" (formerly the AXA ▇▇▇▇▇▇▇▇▇ Value Long/Short Equity
Fund and, prior to that, the AXA ▇▇▇▇▇▇▇▇▇ Value Market Neutral Fund and,
prior to that, the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Market Neutral Fund), "Laudus Rosenberg
U.S. Large/Mid Capitalization Long/Short Equity Fund" (formerly the AXA
▇▇▇▇▇▇▇▇▇ U.S. Large/Mid Capitalization Long/Short Equity Fund and, prior
to that, the AXA ▇▇▇▇▇▇▇▇▇ Select Sectors Market Neutral Fund and, prior to
that, the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Select Sectors Market Neutral Fund), "Laudus
▇▇▇▇▇▇▇▇▇ Large Capitalization Growth Fund" ( formerly the AXA ▇▇▇▇▇▇▇▇▇
Enhanced 500 Fund), "Laudus ▇▇▇▇▇▇▇▇▇ International Equity Fund" (formerly
the AXA ▇▇▇▇▇▇▇▇▇ International Equity Fund), "Laudus ▇▇▇▇▇▇▇▇▇ Global
Long/Short Equity Fund" (formerly the AXA ▇▇▇▇▇▇▇▇▇ Global Long/Short
Equity Fund and, prior to that, the AXA ▇▇▇▇▇▇▇▇▇ Multi-Strategy Market
Neutral Fund), "Laudus Rosenberg U.S. Discovery Fund" (formerly the AXA
Rosenberg U.S. Discovery Fund), "Laudus
Rosenberg European Fund" (formerly the AXA Rosenberg European Fund),
"Laudus Rosenberg U.S. Large Capitalization Fund" (formerly the AXA
▇▇▇▇▇▇▇▇▇ U.S. Large Capitalization Fund) and "Laudus Rosenberg U.S.
Long/Short Equity Fund" (formerly the AXA ▇▇▇▇▇▇▇▇▇ U.S. Long/Short Equity
Fund and, prior to that, the AXA ▇▇▇▇▇▇▇▇▇ U.S. Market Neutral Fund) shall
be, and are hereby, established and designated; and with respect to the
Laudus Rosenberg U.S. Small Capitalization Fund, the Institutional Shares
Class, Adviser Shares Class and Investor Shares Class, which may be issued
by such Series from time to time, shall be, and are hereby, established and
designated, and with respect to the Laudus ▇▇▇▇▇▇▇▇▇ International Small
Capitalization Fund, Laudus ▇▇▇▇▇▇▇▇▇ Value Long/Short Equity Fund, Laudus
Rosenberg U.S. Large/Mid Capitalization Long/Short Equity Fund, Laudus
Rosenberg Large Capitalization Growth Fund, Laudus Rosenberg International
Equity Fund, Laudus Rosenberg Global Long/Short Equity Fund, Laudus
Rosenberg U.S. Discovery Fund, Laudus ▇▇▇▇▇▇▇▇▇ European Fund, Laudus
Rosenberg U.S. Large Capitalization Fund and Laudus Rosenberg U.S.
Long/Short Equity Fund, the Institutional Shares Class and Investor Shares
Class, which may be issued by each such Series from time to time, shall be,
and are hereby, established and designated, all of which Classes shall have
the respective rights and preferences as are set forth in the Plan attached
as Exhibit 3.6 hereto as such Plan may be amended from time to time by the
Board of Trustees."
The foregoing amendment shall become effective upon execution by the
undersigned trustees. This amendment may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute one instrument.
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IN WITNESS WHEREOF, each of the undersigned Trustees as aforesaid do hereto
set their hands this 25 day of February, 2003.
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