FUNDMANAGER TRUST
AMENDMENT NO. I
TO
MASTER TRUST AGREEMENT
AMENDMENT NO. 1 to the Master Trust Agreement of FundManager Trust (the
"Trust") dated February 7, 1995 (the "Agreement"), made as of the 13th day of
June, 1995.
WITNESSETH:
WHEREAS, Section 7.3 of the Agreement provides that the Agreement may
be amended at any time, so long as such amendment does not adversely affect the
rights of any shareholder and so long as such amendment is not in contravention
of applicable law, including the Investment Company Act of 1940, by an
instrument in writing signed by an officer of the Trust pursuant to a vote of a
majority of the Trustees; and
WHEREAS, on June 13, 1995 a majority of the Trustees voted to authorize
a change in the name of the Income Fund Sub-Trust of the Trust from "Income
Fund" to "Bond Fund" (the "Bond Fund"); and
WHEREAS, Section 4.1 of the Agreement authorizes the Trustees of the
Trust to issue classes of shares of any Sub-Trust or divide the Shares of any
Sub-Trust into classes, having different dividend, liquidation, voting and other
rights as the Trustees may determine, and to establish and designate the
specific classes of Shares of each Sub- Trust; and
WHEREAS, on June 13, 1995 a majority of the Trustees voted that (i)
Shares of each of the Aggressive Growth Fund, Growth Fund, Growth & Income Fund
and Bond Fund SubTrusts of the Trust be divided into two Classes, such Classes
to be established and designated as "Financial Adviser Class" shares and
"No-Load Class" shares and (ii) Shares of the Managed Total Return Fund
Sub-Trust of the Trust be established and designated as "Financial Adviser
Class" shares; each such establishment and designation to be effective upon the
effectiveness of the amendment to the Trust's registration statement on Form
N-IA (the "Amendment") describing such Classes; and
WHEREAS, on June 13, 1995 a majority of the Trustees voted that upon
the effectiveness of the establishment and designation of such Classes, all the
then-issued and outstanding shares of each of the Aggressive Growth Fund, Growth
Fund, Growth &
Income fund, Bond Fund and Managed Total Return Fund shall be redesignated as
Financial Adviser Class shares of such Fund; and
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. I to the Agreement.
NOW, THEREFORE, effective upon the effectiveness of the Amendment
referred to herein, the Agreement is hereby amended as follows:
1. AMENDMENT TO SECTION 4.2. The first paragraph of Section 4.2 of the
Agreement is hereby amended to read in pertinent part as follows:
"Section 4.2 ESTABLISHMENT AND DESIGNATION OF SUB-TRUSTS AND CLASSES.
Without limiting the authority of the Trustees set forth in Section 4.1 to
establish and designate any further Sub-Trusts, the Trustees hereby establish
and designate five Sub-Trusts: "Aggressive Growth Fund", "Growth Fund", "Growth
& Income Fund", "Bond Fund", and "Managed Total Return Fund." Each of the
Aggressive Growth Fund, Growth Fund, Growth & Income Fund and Bond Fund shall
consist of two classes designated as the "Financial Adviser Class" and the
"No-Load Class." The Managed Total Return Fund shall consist of one class
designated as the "Financial Adviser Class." The Shares of such Sub-Trusts and
any Shares of any further Sub-Trust or class thereof that may from time to time
be established and designated by the Trustees shall (unless the Trustees
otherwise determine with respect to some further Sub-Trust at the time of
establishing and designating the same) have the following relative rights and
preferences:"
The undersigned hereby certifies that the Amendment set forth above has
been duly adopted in accordance with the provisions of the Agreement.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year first above written.
FUNDMANAGER TRUST
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Executive Vice President
