Exhibit (a)(6)
XXXXXX VARIABLE SERIES
Amended and Restated Establishment and Designation
of Series of Shares of Beneficial Interest
The undersigned, being a majority of the Trustees of Xxxxxx Variable
Series, a Massachusetts business trust (the "Trust"), acting pursuant to Article
III, Section 1 of the Amended and Restated Agreement and Declaration of Trust
dated April 24, 1998 (the "Declaration of Trust"), having heretofore established
and designated the shares of beneficial interest of the Trust into twenty-six
separate series (each individually a "Portfolio" or collectively the
"Portfolios"), hereby establish and designate five additional Portfolios, to
have the following special and relative rights:
1. The Portfolios heretofore designated are as follows:
Xxxxxx Aggressive Growth Portfolio
Xxxxxx Blue Chip Portfolio
Xxxxxx Contrarian Value Portfolio
KVS Focused Large Cap Growth Portfolio
Xxxxxx Global Blue Chip Portfolio
Xxxxxx Government Securities Portfolio
Xxxxxx Growth Portfolio
KVS Growth and Income Portfolio
KVS Growth Opportunities Portfolio
Xxxxxx High Yield Portfolio
Xxxxxx Horizon 5 Portfolio
Xxxxxx Horizon 10+ Portfolio
Xxxxxx Horizon 20+ Portfolio
KVS Index 500 Portfolio
Xxxxxx International Portfolio
Xxxxxx Investment Grade Bond Portfolio
Xxxxxx New Europe Portfolio
Xxxxxx Money Market Portfolio
Xxxxxx Small Cap Growth Portfolio
Xxxxxx Small Cap Value Portfolio
Xxxxxx Strategic Income Portfolio
Xxxxxx Technology Growth Portfolio
Xxxxxx Total Return Portfolio
Xxxxxx Value+Growth Portfolio
KVS Dreman Financial Services Portfolio
KVS Dreman High Return Equity Portfolio
2. The additional Portfolios designated hereby are:
SVS Equity Leaders Portfolio
SVS Mid Cap Growth Portfolio
SVS Dynamic Growth Portfolio
SVS Select Value Portfolio
SVS Large Cap Value Portfolio
3. Each Portfolio shall consist of an unlimited number of Shares. Each
Portfolio shall be authorized to hold cash and invest in securities and
instruments and use investment techniques as described in the Trust's
registration statement under the Securities Act of 1933, as amended from time to
time. Each share of beneficial interest of each Portfolio ("share") shall be
redeemable as provided in the Declaration of Trust, shall be entitled to one
vote (or fraction thereof with respect to a fractional share) on matters on
which shares of that Portfolio shall be entitled to vote and shall represent a
pro rata beneficial interest in the assets allocated to that Portfolio. The
proceeds of sales of shares of a Portfolio, together with any income and gain
thereon, less any diminution or expenses thereof, shall irrevocably belong to
that Portfolio, unless otherwise required by law. Each share of a Portfolio
shall be entitled to receive its pro rata share of net assets of that Portfolio
upon liquidation of that Portfolio. Upon redemption of a shareholder's shares or
indemnification for liabilities incurred by reason of a shareholder's being or
having been a shareholder of a Portfolio, or the entry of a final judgment in
favor of a shareholder by reason of being or having been a shareholder of a
Portfolio, such shareholder shall be paid solely out of the property of that
Portfolio.
4. Shareholders of the Trust shall vote by individual series and not in
the aggregate on any matter submitted to a vote of Shareholders, except to the
extent otherwise required by the Investment Company Act of 1940, as amended (the
"1940 Act"), or when the Trustees have determined that the matter affects only
the interests of one or more series or classes, in which case only the
shareholders of such series or classes shall be entitled to vote thereon. Any
matter shall be deemed to have been effectively acted upon with respect to a
Portfolio if acted upon as provided in Rule 18f-2 under the 1940 Act or any
successor rule and in the Declaration of Trust. The Trustees of the Trust may,
in conjunction with the establishment of any additional series or class of
shares of the Trust, establish or reserve the right to establish conditions
under which the several series or classes shall have separate voting rights or
no voting rights.
5. The shares of beneficial interest of the Portfolios outstanding, and
the assets and liabilities of such Portfolios shown on the books of the Trust as
of the close of business on the date of the filing of this Instrument with the
Secretary of the Commonwealth of Massachusetts shall be unaffected by this
instrument.
6. The assets and liabilities of the Trust existing on the date hereof
shall, except as provided below, shall be allocated to the Portfolios listed in
paragraph 1 and, hereafter, the assets and liabilities of the Trust shall be
allocated among the Portfolios, now or hereafter created, as set forth in
Article III, Section 3 and Article IV, Section 3 of the Declaration of Trust,
except as provided below.
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(a) Costs incurred by the Trust in connection with
the organization, registration and public offering of
shares of SVS Equity Leaders Portfolio, SVS Mid Cap Growth
Portfolio, SVS Dynamic Growth Portfolio, SVS Select Value
Portfolio, and SVS Large Cap Value Portfolio shall be
allocated to such Portfolios unless assumed by another
party or otherwise required by applicable law or generally
accepted accounting principles.
(b) The liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable
as belonging to any particular Portfolio shall be
allocated among the Portfolios and any Series hereafter
established on the basis of its relative average daily net
assets.
(c) The Trustees may from time to time in particular
cases make specific allocations of assets or liabilities
to a Portfolio.
7. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets and expenses or to change
the designation of a Portfolio (or any class thereof) now or hereafter created,
or to otherwise change the special and relative rights of a Portfolio (or any
class thereof) provided that such change shall not adversely affect the rights
of Shareholders of the Portfolios.
8. Except as otherwise provided in this instrument, the foregoing shall
be effective upon the filing of this instrument with the Secretary of The
Commonwealth of Massachusetts.
/s/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Trustee
/s/Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Trustee
/s/Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx, Trustee
/s/Xxxxxxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxx, Trustee
/s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Trustee
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/s/Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Trustee
Dated: January 24, 2001
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