XXXX XXXXXXXXX SERIES TRUST
AMENDMENT NO. 7 TO
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"), having determined that the creation of two new Series of the Trust is
consistent with the fair and equitable treatment of all Shareholders, do hereby
direct that this Amendment No. 7 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 "AXA Xxxxxxxxx U.S. Small Capitalization Fund" (formerly
the U.S. Small Capitalization Series and, prior to that, the Small
Capitalization Series), "AXA Xxxxxxxxx International Small
Capitalization Fund" (formerly the International Small Capitalization
Series), "AXA Xxxxxxxxx Value Market Neutral Fund" (formerly the Xxxx
Xxxxxxxxx Market Neutral Fund), "AXA Xxxxxxxxx Select Sectors Market
Neutral Fund" (formerly the Xxxx Xxxxxxxxx Select Sectors Market
Neutral Fund), "AXA Xxxxxxxxx Enhanced 500 Fund," "AXA Xxxxxxxxx
International Equity Fund," "AXA Xxxxxxxxx Multi-Strategy Market
Neutral Fund," "AXA Xxxxxxxxx U.S. Discovery Fund," "AXA Xxxxxxxxx
European Fund," "AXA Rosenberg U.S. Large Capitalization Fund" and "AXA
Xxxxxxxxx U.S. Market Neutral Fund" shall be, and are hereby,
established and designated; and with respect to the AXA Xxxxxxxxx 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 AXA Xxxxxxxxx International Small
Capitalization Fund, AXA Xxxxxxxxx Value Market Neutral Fund, AXA
Xxxxxxxxx Select Sectors Market Neutral Fund, AXA Xxxxxxxxx Enhanced
500 Fund, AXA Xxxxxxxxx International Equity Fund, AXA Xxxxxxxxx
Multi-Strategy Market Neutral Fund, AXA Xxxxxxxxx U.S. Discovery Fund,
AXA Xxxxxxxxx European Fund, AXA Rosenberg U.S. Large Capitalization
Fund and AXA Xxxxxxxxx U.S. Market Neutral Fund, the Institutional
Shares Class, Investor Shares Class, Class A, Class B and Class C,
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 4th day of March, 2002.
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