EXHIBIT 99.1
XXXX XXXXXXXXX SERIES TRUST
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being all of the trustees of Xxxx Xxxxxxxxx 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 ____ day of December, 1997.
________________________________
Xxxxxx X. Xxxxx
________________________________
Xxxx Xxxxxxxxx
________________________________
Xxxxxxx Xxxx
________________________________
Xxxx X. Xxxxxxxxx
________________________________
Xxxxxxx X. Xxxxxx
-2-
EXHIBIT 3.6
XXXX XXXXXXXXX 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 Xxxx Xxxxxxxxx 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
--------------------------
(1) The current Funds of the Trust are the U.S. Small
Capitalization Series, the International Small Capitalization Series, the
Japan Series, the Xxxx Xxxxxxxxx Market Neutral Fund and the Xxxx Xxxxxxxxx
Double Alpha Market Fund.
-3-
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 Xxxx Xxxxxxxxx
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 0000 Xxx.
(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
-4-
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
-5-
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.
-6-
