EXHIBIT 99.1(b)
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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
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"), wishing to correct a defective provision in the Second Amended and
Restated Agreement and Declaration of Trust, do hereby direct that this
Amendment No. 1 be filed with the Secretary of The Commonwealth of Massachusetts
and do hereby consent to and adopt the following amendment to such Second
Amended and Restated Agreement and Declaration of Trust:
1. Exhibit 3.6 of the Second Amended and Restated Agreement and
Declaration of Trust is amended to read in its entirety as attached hereto.
The foregoing amendment shall become effective as of the time it is filed
with the Secretary of State of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, each of the undersigned Trustees as aforesaid do hereto
set their hands this 22nd day of December, 1997.
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EXHIBIT 3.6
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SERIES TRUST
PLAN PURSUANT TO RULE 18f-3(d) UNDER THE INVESTMENT COMPANY ACT OF 1940
Effective August 5, 1996
Amended and Restated December 8, 1997
WHEREAS, the Board of Trustees of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Series Trust (the "TRUST")
has considered the following amended and restated multi-class plan (the "PLAN")
under which the Trust may offer multiple classes of shares of its now existing
and hereafter created series pursuant to Rule 18f-3 (the "RULE") under the
Investment Company Act of 1940 (the "1940 ACT"); and
WHEREAS, a majority of the Trustees of the Trust and a majority of the
Trustees who are not interested persons of the Trust have found the Plan, as
proposed, to be in the best interests of each class of shares of each series of
the Trust individually and the Trust as a whole.
NOW, THEREFORE, the Trust hereby approves and adopts the following Plan
pursuant to the Rule.
THE PLAN
Each now existing and hereafter created series ("FUND")(1) of the Trust may
from time to time issue one or more of the following classes of shares:
Institutional shares, Adviser shares, Select shares and Investor shares. Each
class is subject to such investment minimums and other conditions of eligibility
as are set forth in the Trust's prospectuses, each as from time to time in
effect (each, a "PROSPECTUS"). The differences in expenses among these classes
of shares, and the conversion and exchange features of each class of shares, are
set forth below in this Plan, which is subject to change, to the extent
permitted by law and by the Agreement and Declaration of Trust and By-laws of
the Trust, as amended from time to time, by action of the Board of Trustees of
the Trust.
CLASS CHARACTERISTICS
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(1) The current Funds of the Trust are the U.S. Small Capitalization Series,
the International Small Capitalization Series, the Japan Series, the ▇▇▇▇
▇▇▇▇▇▇▇▇▇ Market Neutral Fund and the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Double Alpha Market Fund.
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Institutional, Adviser, Select and Investor shares of a Fund represent
interests in the assets of such Fund and have identical dividend and liquidation
rights. The classes differ materially only with respect to (i) the level of
shareholder service fee ("SERVICE FEE"), if any, borne by each class, and (ii)
the level of distribution fee ("DISTRIBUTION FEE"), if any, borne by each class.
Service Fees are paid for services rendered and expenses borne in connection
with personal services rendered to shareholders of a class and the maintenance
of shareholder accounts. Service Fees are paid pursuant to Servicing
Agreement(s) between the Trust and appropriate shareholder servicing agent(s)
and under related plans (each a "SERVICE PLAN") for applicable classes.
Distribution Fees are paid in connection with services and expenses primarily
intended to result in the sale of shares pursuant to a Distributor's Contract
between the Trust and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Funds Distributor, Inc., the Funds'
distributor (the "DISTRIBUTOR"), and under a separate plan (each a "DISTRIBUTION
PLAN") for each applicable class adopted by the Trust pursuant to Rule 12b-1
under the ▇▇▇▇ ▇▇▇.
(1) INSTITUTIONAL SHARES are sold without any initial or deferred sales
charges and are not subject to any ongoing Distribution Fees or Service Fees.
(2) ADVISER SHARES are sold without any initial or deferred sales charges
and are not subject to any ongoing Distribution Fees, but are subject to a
Service Fee at an annual rate with respect to a Fund equal to 0.25% of such
Fund's average daily net assets attributable to Adviser shares.
(3) SELECT SHARES are sold without any initial or deferred sales charges,
but are subject to a Service Fee at an annual rate with respect to a Fund equal
to 0.25% of such Fund's average daily net assets attributable to Select shares.
Select shares are also subject to a Distribution Fee. The Distribution Plan for
Select shares permits a Fund to pay the Distributor up to 0.50% per annum of the
Fund's average daily net assets attributable to Select shares. However, the
Distributor's Contract currently provides that the Distributor will be paid
0.25% per annum of a Fund's average daily net assets attributable to Select
shares.
(4) INVESTOR SHARES are sold without any initial or deferred sales charges,
but are subject to a Service Fee at an annual rate with respect to a Fund equal
to 0.25% of such Fund's average daily net assets attributable to Investor
shares. Investor shares are also subject to a Distribution Fee. The
Distribution Plan for Investor shares permits a Fund to pay the Distributor up
to 0.50% per annum of the Fund's average daily net assets attributable to
Investor shares. However, the Distributor's Contract currently provide that the
Distributor will be paid 0.25% per annum of a Fund's average daily net assets
attributable to Investor shares.
EXPENSE ALLOCATIONS
Institutional, Adviser, Select and Investor shares pay the expenses
associated with their different distribution and/or shareholder servicing
arrangements. Each class may, at the
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Trustees' discretion, also pay a different share of other expenses, not
including advisory or custodial fees or other expenses related to the management
of the Trust's assets, if these expenses are actually incurred in a different
amount by that class, or if the class receives services of a different kind or
to a different degree than the other classes ("CLASS EXPENSES"). All other
expenses will be allocated to each class on the basis of the net asset value of
that class in relation to the net asset value of a particular Fund attributable
to that class.
EXCHANGE FEATURES / CONVERSIONS
Shares of any particular class of a Fund may be exchanged only for shares
of the same class of another Fund or, if a Fund does not offer the same class of
shares, then the class of shares with the lowest expenses that a given
shareholder is eligible to purchase. There is no sales charge on exchanges. A
shareholder may not exchange shares of a class of one Fund for shares of the
same class of another Fund that is not qualified for sale in the state of the
shareholder's residence. Although the Trust has no current intention of
terminating or modifying the exchange privilege, it reserves the right to do so
at any time. Except as otherwise permitted by regulations of the Securities and
Exchange Commission, the Trust will give 60 days' advance notice to shareholders
of any termination or material modification of the exchange privilege. All
exchanges will be made based on the respective net asset values next determined
following receipt of the request by the Funds.
The Trust does not currently offer any automatic conversion feature among
the classes.
DIVIDENDS/DISTRIBUTIONS
Each Fund intends to pay out as dividends substantially all of its net
investment income (which comes from dividends and any interest it receives from
its investments and net realized short-term capital gains). Each Fund also
intends to distribute substantially all of its net realized long-term capital
gains, if any, after giving effect to any available capital loss carryover.
Dividends paid by the Funds with respect to Institutional, Adviser, Select and
Investor shares, to the extent any dividends are paid, will be calculated in the
same manner, at the same time, and will be in the same amount, except that any
Service Fee or Distribution Fee charged to a particular class will be borne
solely by such class and, if applicable, at the Trustees discretion, Class
Expenses relating to a particular class may be borne exclusively by that class.
VOTING RIGHTS
Each class of shares of each Fund has identical voting rights except that
each class has exclusive voting rights on any matter submitted to shareholders
that relates solely to that class, and has separate voting rights on any matter
submitted to shareholders in which the interests of
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one class differ from the interests of any other class. Each class of shares
has exclusive voting rights with respect to matters pertaining to any
Distribution Plan or Service Plan applicable to that class. All classes of
shares of a Fund will vote together, except with respect to any Distribution
Plan or Service Plan applicable to a class or when a class vote is required by
the 1940 Act.
RESPONSIBILITIES OF THE TRUSTEES
On an ongoing basis, the Trustees will monitor the Trust for the existence
of any material conflicts among the interests of the classes of shares. The
Trustees shall further monitor on an ongoing basis the use of waivers or
reimbursement of expenses by the Manager to guard against cross-subsidization
between classes. The Trustees, including a majority of the independent
Trustees, shall take such action as is reasonably necessary to eliminate any
such conflict that may develop.
REPORTS TO THE TRUSTEES
The Manager and/or the Administrator will be responsible for reporting any
potential or existing conflicts among the classes of shares to the Trustees.
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