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EX-99.23.A
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0003.txt
RESTATED AGREEMENT AND DECLARATION OF TRUST
COUNTRYWIDE STRATEGIC TRUST
---------------------------
AMENDMENT NO. 4 TO RESTATED AGREEMENT AND
DECLARATION OF TRUST
The undersigned hereby certifies that he is the duly elected Secretary of
Countrywide Strategic Trust and that pursuant to Section 4.1 of the Restated
Agreement and Declaration of Trust of Countrywide Strategic Trust, the Trustees,
at a meeting on December 8, 1997, at which a quorum was present, adopted the
following resolutions:
RESOLVED, that a new series of shares of the Trust be and it hereby is
established and that such new series be and it hereby is designated the
"International Equity Fund"; and
FURTHER RESOLVED, that the relative rights and preferences of the
International Equity Fund series of shares shall be those rights and
preferences set forth in Section 4.2 of the Restated Agreement and
Declaration of Trust of Countrywide Strategic Trust; and
FURTHER RESOLVED, that the officers of the Trust be and they hereby are
authorized and empowered to take any and all actions and to execute any and
all documents and instruments, which they or any one of them in his sole
discretion deem necessary, appropriate or desirable to implement the
foregoing resolutions."
The undersigned certifies that the actions to effect the foregoing
Amendment were duly taken in the manner provided by the Restated Agreement and
Declaration of Trust, that said Amendment is to be effective as of December 31,
1997, and that he is causing this Certificate to be signed and filed as provided
in Section 7.4 of the Restated Agreement and Declaration of Trust.
WITNESS my hand this 12th day of February, 1998.
/s/ John F. Splain
------------------------------
John F. Splain, Secretary
COUNTRYWIDE STRATEGIC TRUST
Amendment to Restated Agreement and Declaration of Trust
Establishment and Designation of Classes
The undersigned, being a majority of the Trustees of Countrywide Strategic
Trust, a Massachusetts business trust (the "Trust"), acting pursuant to Sections
4.1 and 4.2 of Article IV of the Restated Agreement and Declaration of Trust
dated May 19, 1993 as the same may be amended from time to time (the
"Declaration"), do hereby divide the shares of its series set forth below (each
a Fund and collectively, the "Funds") into two sub-series or classes of Shares
(each a "Class" and collectively, the "Classes"), effective as of March 16, 2000
as follows:
Emerging Growth Fund
International Equity Fund
Value Plus Fund
1. The two Classes are designated "Class A Shares" and "Class C Shares."
2. Class A Shares and Class C Shares shall be entitled to all the rights
and preferences accorded to Shares under the Declaration.
3. The number of Shares allocated to each Class shall be unlimited.
4. The purchase price, sales charges, distribution and shareholder
services of Class A Shares and Class C Shares, the method of determination
of the net asset value of Class A Shares and Class C Shares, the price,
terms and manner of redemption of Class A Shares and Class C Shares, any
conversion or exchange feature or privilege, purchase minimums and investor
eligibility, the exclusive voting rights, the expenses to be borne by each
Class, and the relative dividend rights of the holders of Class A Shares
and Class C Shares, and any other special rights or preferences of any
Class shall be established by the Trustees of the Trust in accordance with
the Declaration and set forth in the Plan adopted pursuant to Rule 18f-3 of
the Investment Company Act of 1940 (the "1940 Act") and as further
described in the current prospectuses and statements of additional
information of the Trust relating to the Funds, as amended from time to
time, contained in the Trust's registration statement under the Securities
Act of 1933, as amended.
5. The designation of Class A and Class C Shares shall not impair the
power of the Trustees from time to time to designate additional sub-series
or class of Shares of the Trust.
6. Subject to the applicable provisions of the 1940 Act, the Trustees may
from time to time modify the preferences, voting powers, rights and
privileges of any of the Classes designed hereby or re-designate any of the
Classes designated hereby without any action or consent of the
Shareholders.
IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees,
have hereunto set their hand as of the 16th day of March, 2000.
/s/ Robert H. Leshner
---------------------------------
Robert H. Leshner
/s/ William O. Coleman
---------------------------------
William O. Coleman
/s/ Phillip R. Cox
---------------------------------
Phillip R. Cox
/s/ H. Jerome Lerner
---------------------------------
H. Jerome Lerner
/s/ Jill T. McGruder
---------------------------------
Jill T. McGruder
/s/ Oscar P. Robertson
---------------------------------
Oscar P. Robertson
/s/ Nelson Schwab, Jr.
---------------------------------
Nelson Schwab, Jr.
/s/ Robert E. Stautberg
---------------------------------
Robert E. Stautberg
---------------------------------
Joseph S. Stern, Jr.
COUNTRYWIDE STRATEGIC TRUST
Amendment to Restated Agreement and Declaration of Trust
Establishment and Designation of Series
WHEREAS, effective as of December 31, 1997 the Trustees of Countrywide
Strategic Trust, a Massachusetts business trust (the "Trust"), acting
pursuant to Section 4.1 of Article IV of the Restated Agreement and
Declaration of Trust dated May 19, 1993 as the same may be amended from
time to time (the "Declaration"), established and designated a new series
of the Trust, "International Equity Fund";
WHEREAS, the International Equity Fund has not yet commenced
operations;
WHEREAS, the undersigned, being a majority of the Trustees of the
Trust, acting pursuant to Section 4.1 of Article IV of the Declaration,
have determined to re-establish and re-designate International Equity Fund
as a series of the Trust, and to establish and designate two new series of
the Trust;
NOW THEREFORE, be it:
RESOLVED, that, effective as of March 16, 2000, three new series of
shares of the Trust (each a "Fund" and collectively, the "Funds") be and
they hereby are established and that such new series be they hereby are
designated as follows:
International Equity Fund
Emerging Growth Fund
Value Plus Fund
FURTHER RESOLVED, that the relative rights and preferences of the
Funds shall be those rights and preferences set forth in Section 4.2 of the
Restated Agreement and Declaration of Trust of Countrywide Strategic Trust;
FURTHER RESOLVED, that the officers of the Trust be and they hereby
are authorized and empowered to take any and all actions and to execute any
and all documents and instruments, which they or any one of them in his
sole discretion deem necessary, appropriate or desirable to implement the
foregoing resolutions.
IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees,
have hereunto set their hand as of the 16th day of March, 2000.
/s/ Robert H. Leshner
---------------------------------
Robert H. Leshner
/s/ William O. Coleman
---------------------------------
William O. Coleman
/s/ Phillip R. Cox
---------------------------------
Phillip R. Cox
/s/ H. Jerome Lerner
---------------------------------
H. Jerome Lerner
/s/ Jill T. McGruder
---------------------------------
Jill T. McGruder
/s/ Oscar P. Robertson
---------------------------------
Oscar P. Robertson
/s/ Nelson Schwab, Jr.
---------------------------------
Nelson Schwab, Jr.
/s/ Robert E. Stautberg
---------------------------------
Robert E. Stautberg
---------------------------------
Joseph S. Stern, Jr.
COUNTRYWIDE STRATEGIC TRUST
CERTIFICATE OF AMENDMENT
TO
RESTATED AGREEMENT AND DECLARATION OF TRUST
WHEREAS, Section 7.3 of the Restated Agreement and Declaration of
Trust dated May 19, 1993 (as amended from time to time, the "Declaration")
of Countrywide Strategic Trust, a Massachusetts business trust (the
"Trust") provides that the Trustees of the Trust may amend the Declaration
without the vote or consent of Shareholders having the purpose, inter alia,
of supplying any omission, curing any ambiguity or curing, correcting or
supplementing any provision thereof which is defective or inconsistent with
the Investment Company Act of 1940.
WHEREAS, the Trustees have determined in good faith that Section 4.1
of the Declaration should be amended under the aforesaid Section 7.3 in
order to clarify that any one or more sub-series or classes, which may be
issued as contemplated by said Section 4.1 of the Declaration, may have
such differences among sub-series as the Board of Trustees shall from time
to time determine to be permitted by the provisions of the Investment
Company Act of 1940 or other applicable laws, including differences in the
rate or rates of dividends or distributions.
NOW THEREFORE, the Trustees do hereby amend the Declaration, effective
as of March 16, 2000 by substituting for the fourth sentence of the second
paragraph of Section 4.1 the following (underscored text represents changed
text):
All shares of each Series shall be of equal rank and have the
same powers, preferences and rights, and shall be subject to the same
qualifications, limitations and restrictions without distinction
between the shares of different Sub-Series thereof, except with
respect to such differences among such Sub-Series as the Board of
Trustees shall from time to time determine to be permitted by the 1940
Act or other applicable laws, including differences in the rate of
dividends or distributions.
IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees,
have hereunto set their hand as of the 16th day of March, 2000.
/s/ Robert H. Leshner /s/ Oscar P. Robertson
----------------------------- ----------------------------
Robert H. Leshner Oscar P. Robertson
/s/ William O. Coleman /s/ Nelson Schwab, Jr.
----------------------------- ----------------------------
William O. Coleman Nelson Schwab, Jr.
/s/ Phillip R. Cox /s/ Robert E. Stautberg
----------------------------- ----------------------------
Phillip R. Cox Robert E. Stautberg
/s/ H. Jerome Lerner
----------------------------- ----------------------------
H. Jerome Lerner Joseph S. Stern, Jr.
/s/ Jill T. McGruder
-----------------------------
Jill T. McGruder
COUNTRYWIDE STRATEGIC TRUST
---------------------------
AMENDMENT TO RESTATED AGREEMENT AND DECLARATION OF TRUST
WHEREAS, the undersigned, being a majority of the Trustees of Countrywide
Strategic Trust, a Massachusetts business trust (the "Trust"), acting
pursuant to Section 4.1 and 4.2 of Article IV of the Restated Agreement and
Declaration of Trust dated May 19, 1993 as the same may be amended from
time to time, have determined to change the name of the Trust, to establish
a new series of the Trust, the "Enhanced 30 Fund" and to divide the shares
of its "Enhanced 30 Fund" and "Aggressive Growth Fund" series into two
sub-series or classes of Shares (each a "Class" and collectively, the
"Classes"), effective as of April 6, 2000;
NOW THEREFORE, BE IT RESOLVED, that the name of Countrywide Strategic Trust
be changed to "Touchstone Strategic Trust"; and
FURTHER RESOLVED, that the Trust's Restated Agreement and Declaration of
Trust and other Trust documents and records, as necessary or appropriate,
be amended, as of May 1, 2000 to reflect the change in name of the Trust;
and
FURTHER RESOLVED, that a new series of shares of the Trust be and it hereby
is established and that such new series be, and it hereby is, designated as
the "Enhanced 30 Fund"; and
FURTHER RESOLVED, that the relative rights and preferences of the Enhanced
30 Fund shall be those rights and preferences set forth in Section 4.2 of
the Restated Agreement and Declaration of Trust of Countrywide Strategic
Trust;
FURTHER RESOLVED, that each of the Enhanced 30 Fund and the Aggressive
Growth Fund's shares be divided into two sub-series or classes of Shares
(each a "Class" and collectively, the "Classes"), as follows:
1. The two Classes are designated "Class A Shares" and "Class C
Shares."
2. Class A Shares and Class C Shares shall be entitled to all the
rights and preferences accorded to Shares under the Restated Agreement and
Declaration of Trust.
3. The number of Shares allocated to each Class shall be unlimited.
4. The purchase price, sales charges, distribution and shareholder
services of Class A Shares and Class C Shares, the method of determination
of the net asset value of Class A Shares and Class C Shares, the price,
terms and manner of redemption of Class A Shares and Class C Shares, any
conversion or exchange feature or privilege, purchase minimums and investor
eligibility, the exclusive voting rights, the expenses to be borne by each
Class, and the relative dividend rights, rights of the holders of Class A
Shares and Class C Shares, and any other special rights or preferences of
any Class shall be as established by the Trustees of the Trust in
accordance with the Restated Agreement and Declaration of Trust and set
forth in the Plan adopted pursuant to Rule 18f-3 of the Investment Company
Act of 1940 (the "1940 Act") and as further described in the current
prospectuses and statement of additional information of the Trust relating
to the Enhanced 30 Fund and the Aggressive Growth Fund, as amended from
time to time, contained in the Trust's registration statement under the
Securities Act of 1933, as amended.
5. The designation of Class A and Class C Shares shall not impair
the power of the Trustees from time to time to designate additional
sub-series or classes of Shares of the Trust.
6. Subject to the applicable provisions of the 1940 Act, the
Trustees may from time to time modify the preferences, voting powers,
rights and privileges of any of the Classes designated hereby or
re-designate any of the Classes designated hereby without any action or
consent of the Shareholders.
FURTHER RESOLVED, that the officers of the Trust be, and they hereby are,
authorized and empowered to take any and all actions and to execute any and
all documents and instruments, which they or any one of them in his sole
discretion deem necessary, appropriate or desirable to implement the
foregoing resolutions.
IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees, have
hereunto set their hand as of the 6th day of April 2000.
This Amendment may be executed in one or more counterparts.
/s/ Robert H. Leshner /s/ Oscar P. Robertson
---------------------------- ---------------------------
Robert H. Leshner Oscar P. Robertson
/s/ William O. Coleman /s/ Nelson Schwab, Jr.
---------------------------- ---------------------------
William O. Coleman Nelson Schwab, Jr.
/s/ Phillip R. Cox /s/ Robert E. Stautberg
---------------------------- ---------------------------
Phillip R. Cox Robert E. Stautberg
/s/ H. Jerome Lerner /s/ Joseph S. Stern, Jr.
---------------------------- ---------------------------
H. Jerome Lerner Joseph S. Stern, Jr.
/s/ Jill T. McGruder
----------------------------
Jill T. McGruder