EXHIBIT 99.1(c)
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AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being all of the trustees of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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. 2 be filed with the Secretary of The Commonwealth
of Massachusetts and do hereby consent to and adopt the following amendment to
the Second Amended and Restated 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 to read
in its entirety 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 "Japan Series," "U.S. Small Capitalization Series" (formerly the
Small Capitalization Series), "International Small Capitalization Series,"
"▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Market Neutral Fund," "▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Double Alpha Market
Fund" and "▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Select Sectors Market Neutral Fund" shall be, and
are hereby, established and designated; and with respect to the U.S. Small
Capitalization Series, Japan Series and International Small Capitalization
Series, the Institutional Shares Class, Adviser Shares Class and Select
Shares Class, which may be issued by each such Series from time to time,
shall be, and are hereby, established and designated, and with respect to
the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Market Neutral Fund, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Double Alpha Market
Fund and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Select Sectors Market Neutral Fund, the
Institutional Shares Class and Investor Shares Class, 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 as of the time it is filed
with the Secretary of State of The Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, each of the undersigned Trustees as aforesaid do hereto
set their hands this 19th day of October, 1998.
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