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EXHIBIT (1)(d)
THE LUTHERAN BROTHERHOOD FAMILY OF FUNDS
AMENDMENT NO. 3
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 3 to the First Amended and Restated Master Trust Agreement
dated as of September 1, 1993 (the "Agreement") of Lutheran Brotherhood Family
of Funds (the "Trust"), made as of the 24th day of October, 1997.
W I T N E S S E T H:
WHEREAS, Article VII, Section 7.3 of the Agreement provides that the
Agreement may be amended at any time, so long as such amendment does not
materially adversely affect the rights of any shareholder and so long as such
amendment is not in contravention of applicable law, including the Investment
Company Act of 1940, as amended, by an instrument in writing signed by an
officer of the Trust pursuant to a vote of a majority of the Trustees; and
WHEREAS, the Trustees have the authority under Section 4.1 of the Agreement
to issue classes of Shares (as defined in the Agreement) of any Sub-Trust (as
defined in the Agreement) or divide the Shares of any Sub-Trust into classes,
each class having such different dividend, liquidation, voting and other rights
as the Trustees may determine, and to establish and designate the specific
classes of Shares of each Sub-Trust; and
WHEREAS, on September 9, 1997, a majority of the Trustees voted to
authorize the establishment of three classes of Shares to be designated as the
"Class A", "Class B" and "Institutional Class" shares for each of the Lutheran
Brotherhood Fund, Lutheran Brotherhood Opportunity Growth Fund, Lutheran
Brotherhood Income Fund, Lutheran Brotherhood Municipal Bond Fund, Lutheran
Brotherhood Money Market Fund, Lutheran Brotherhood High Yield Fund, Lutheran
Brotherhood World Growth Fund and Lutheran Brotherhood Mid Cap Growth Fund
(together, the "Funds"), the establishment of such classes and the designations
thereof to become effective upon the effectiveness of an amendment to the
Trust's registration statement on Form N-1A describing said classes; and
WHEREAS, on September 9, 1997, a majority of the Trustees further voted
that upon the effectiveness of the establishment and designation of such
classes, all of the then issued and outstanding shares of each Fund shall be
redesignated as Class A shares of each such Fund; and
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 3 to the Agreement; and
NOW, THEREFORE, effective upon the effectiveness of an amendment to the
Trust's registration statement on Form N-1A describing the classes referred to
herein, the Agreement is hereby amended as follows:
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1. The first paragraph of Article IV, Section 4.2 of the Agreement is
hereby amended to read in pertinent part as follows:
"Section 4.2 ESTABLISHMENT AND DESIGNATION OF SUB-TRUSTS AND CLASSES.
Without limiting the authority of the Trustees set forth in Section 4.1 to
establish and designate any further Sub-Trusts, the Trustees hereby establish
and designate eight Sub-Trusts: "Lutheran Brotherhood Fund", "Lutheran
Brotherhood Opportunity Growth Fund", "Lutheran Brotherhood Income Fund",
"Lutheran Brotherhood Municipal Bond Fund", "Lutheran Brotherhood Money Market
Fund", "Lutheran Brotherhood High Yield Fund", "Lutheran Brotherhood World
Growth Fund" and "Lutheran Brotherhood Mid Cap Growth Fund". Each such Sub-Trust
shall consist of three classes designated as the "Class A" shares, the "Class B"
shares, and the "Institutional Class" shares. The Shares of such Sub-Trusts and
any Shares of any further Sub-Trust or class thereof that may from time to time
be established and designated by the Trustees shall (unless the Trustees
otherwise determine with respect to some further Sub-Trust at the time of
establishing and designating the same) have the relative rights and preferences
contained in the Multiple Class Expense Allocation Plan as from time to time
adopted by the Trustees and, in addition, the following relative rights and
preferences:"
The undersigned hereby certifies that the Amendment set forth above has
been duly adopted in accordance with the provisions of the Agreement.
IN WITNESS WHEREOF, the undersigned has hereunto set his hands as of the
day and year first above written.
THE LUTHERAN BROTHERHOOD FAMILY OF FUNDS
By: _________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman, Trustee and President
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