EXHIBIT A
THE BEAR XXXXXXX FUNDS
ARTICLES OF AMENDMENT
WHEREAS, Article IX, Section 8 of the Agreement and Declaration of Trust
dated September 29, 1994, as amended (the "Declaration of Trust"), of The Bear
Xxxxxxx Funds (the "Trust") provides that the Declaration of Trust may be
amended by an instrument in writing signed by a majority of the then Trustees
when authorized so to do by a vote of Shareholders holding a majority of the
Shares outstanding and entitled to vote.
NOW THEREFORE, the undersigned, being a majority of the Trustees of the
Trust, hereby certify to the Secretary of The Commonwealth of Massachusetts and
to the City Clerk of The City of Boston that, pursuant to a vote of Shareholders
holding a majority of the Shares outstanding and entitled to vote on such
matters, the Declaration of Trust is hereby amended as follows:
FIRST: The Declaration of Trust is hereby amended by striking out the second
sentence of Article V, Section 1 and inserting in lieu thereof the following:
"Each holder of Shares entitled to vote on a matter submitted to a vote of
Shareholders shall be entitled to one vote for each dollar of net asset
value standing in such holder's name on the books of the Trust with respect
to such Shares (except that in the election of Trustees said vote may be
cast for as many persons as there are Trustees to be elected)."
SECOND: The Declaration of Trust is hereby amended by striking out Article IX,
Section 8 and inserting in lieu thereof the following:
" Section 8. Amendments. The provisions of this Declaration of Trust
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may be amended at any time by an instrument in writing signed by a majority of
the then Trustees (or by an officer of the Trust pursuant to the vote of a
majority of such Trustees). Any such amendment to this Declaration of Trust need
not be approved by Shareholders unless such approval is required by applicable
law. If Shareholder approval of an amendment to this Declaration of Trust is
required by applicable law, such amendment may be adopted at any time by an
instrument in writing signed by a majority of the then Trustees (or by an
officer of the Trust pursuant to a vote of a majority of such Trustees) when
authorized to do so by the vote of Shareholders in accordance with applicable
law and Article V hereof. Subject to the foregoing, any such amendment shall be
effective as of any prior or future time as provided in the instrument
containing the terms of such amendment or, if there is no provision therein with
respect to effectiveness, upon the execution of such instrument and of a
certificate (which may be a part of such instrument) executed by a Trustee or
officer of the Trust to the effect that such amendment has been duly adopted."
THIRD: The Declaration of Trust is hereby amended by striking out Article V,
Section 1, subsection (iv) and inserting in lieu thereof the following:
"(iv) with respect to an amendment to this Declaration of Trust as provided
in Article IX, Section 8,"
FOURTH: The Declaration of Trust is hereby amended by striking out the sixth
and seventh sentences of Article V, Section 1 and inserting in lieu thereof the
following:
"Proxies may be given by or on behalf of a Shareholder orally or in writing
or pursuant to any computerized, telephonic, or mechanical data gathering
process. A proxy with respect to Shares held in the name of two or more
persons shall be valid if executed or otherwise given by or on behalf of
any one of them unless at or prior to exercise of the proxy the Trust
receives a specific written notice to the contrary from any one of them. A
proxy purporting to be executed or otherwise given by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest on the
challenger."
FIFTH: The Declaration of Trust is hereby amended by adding new Section 9 to
Article IX as follows:
" Section 9. Reorganization of Trust or Series Created After April 17,
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2000. At any time, by vote of a majority of the Trustees then in office,
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the Trust, or any one or more series of Shares created after April 17,
2000, may, either as the successor, survivor, or non-survivor, (1)
consolidate or merge with one or more other trusts, partnerships, limited
liability companies, associations or corporations (or series of any of the
foregoing) organized under the laws of The Commonwealth of Massachusetts or
any other state of the United States, to form a consolidated or merged
trust, partnership, limited liability company, association or corporation
(or series of any of the foregoing) under the laws of which any one of the
constituent entities is organized, or (2) transfer a substantial portion of
its assets to one or more other trusts, partnerships, limited liability
companies, associations or corporations (or series of any of the foregoing)
organized under the laws of The Commonwealth of Massachusetts or any other
state of the United States, or have one or more such trusts, partnerships,
limited liability companies, associations or corporations (or series of any
of the foregoing) transfer a substantial portion of its assets to it, any
such consolidation, merger or transfer to be upon such terms and conditions
as are specified in an agreement and plan of reorganization authorized and
approved by the Trustees and entered into by the Trust, or one or more of
such series of Shares as the case may be, in connection therewith."
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SIXTH: The Declaration of Trust is hereby amended by adding new Section 10 to
Article IX as follows:
" Section 10. Certain Other Reorganizations. At any time, by vote of a
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majority of the Trustees then in office, the series of Shares designated as
the Large Cap Value Portfolio and the Small Cap Value Portfolio, may,
either as the successor, survivor, or non-survivor, (1) consolidate or
merge with one or more other trusts, partnerships, limited liability
companies, associations or corporations (or series of any of the foregoing)
organized under the laws of The Commonwealth of Massachusetts or any other
state of the United States, to form a consolidated or merged trust,
partnership, limited liability company, association or corporation (or
series of any of the foregoing) under the laws of which any one of the
constituent entities is organized, or (2) transfer a substantial portion of
its assets to one or more other trusts, partnerships, limited liability
companies, associations or corporations (or series of any of the foregoing)
organized under the laws of The Commonwealth of Massachusetts or any other
state of the United States, or have one or more such trusts, partnerships,
limited liability companies, associations or corporations (or series of any
of the foregoing) transfer a substantial portion of its assets to it, any
such consolidation, merger or transfer to be upon such terms and conditions
as are specified in an agreement and plan of reorganization authorized and
approved by the Trustees and entered into by one or more of such series of
Shares in connection therewith."
WITNESS our hands this 4th day of May, 2000.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Trustee
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Trustee
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, Trustee
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, Trustee
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By: /s/ M.B. Xxxxxxx, Jr.
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M.B. Xxxxxxx, Jr., Trustee
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx, Trustee
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Trustee
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