EXHIBIT 23(a)(6)
XXXX XXXXXXXXX SERIES TRUST
AMENDMENT NO. 5 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 a new Series of the Trust is
consistent with the fair and equitable treatment of all Shareholders, do hereby
direct that this Amendment No. 5 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 Double Alpha Market Fund" (formerly the Xxxx Xxxxxxxxx Double
Alpha Market 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" and "AXA Xxxxxxxxx European 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 Double Alpha Market 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 and AXA Xxxxxxxxx European 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 30th day of May, 2001.
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Xxxx Xxxxxxxxx
XXXXXXX XXXX
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Xxxxxxx Xxxx
XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
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