EXHIBIT A(2)
THE DIVERSIFIED INVESTORS FUNDS GROUP II
AMENDED AND RESTATED
ESTABLISHMENT AND DESIGNATION OF SERIES OF
SHARES OF BENEFICIAL INTEREST (PAR VALUE $0.00001 PER SHARE)
DATED AS OF APRIL 15, 2000
Pursuant to Section 6.9 of the Declaration of Trust, dated as of
January 5, 1996, as amended (as so amended, the "Declaration of Trust"), of The
Diversified Investors Funds Group II (formerly The Diversified Investors
Strategic Allocation Funds) (the "Trust"), the undersigned, being not less than
a majority of the Trustees of the Trust, do hereby amend and restate the
existing Establishment and Designation of Series appended to the Declaration of
Trust in order to establish and designate twelve additional series of Shares
(as defined in the Declaration of Trust). No changes to the special and
relative rights of the existing series are intended by this amendment and
restatement.
1. (a) The existing series are as follows:
Short Horizon Strategic Allocation Fund
Short/Intermediate Horizon Strategic Allocation Fund
Intermediate Horizon Strategic Allocation Fund
Intermediate/Long Horizon Strategic Allocation Fund Long
Horizon Strategic Allocation Fund.
(b) The additional series are hereby designated as follows:
Diversified Institutional Money Market Fund
Diversified Institutional High Quality Bond Fund
Diversified Institutional Intermediate Government Bond
Fund
Diversified Institutional Core Bond Fund
Diversified Institutional High-Yield Bond Fund
Diversified Institutional Balanced Fund
Diversified Institutional Value & Income Fund
Diversified Institutional Growth & Income Fund
Diversified Institutional Equity Growth Fund
Diversified Institutional Special Equity Fund
Diversified Institutional Aggressive Equity Fund
Diversified Institutional International Equity Fund.
2. Each series shall be authorized to hold cash, invest in securities,
instruments and other property and use investment techniques as from time to
time described in the Trust's then currently effective registration statement
under the Securities Act of 1933, to the extent pertaining to the offering of
Shares of that series. Each Share of each series shall be entitled to one vote
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(or fraction thereof in respect of a fractional share) on matters on which
shares of that series shall be entitled to vote, shall represent a pro rata
beneficial interest in the assets allocated or belonging to such series, and
shall be entitled to receive its pro rata share of the net assets of such
series upon liquidation of such series, all as provided in Section 6.9 of the
Declaration of Trust. The proceeds of sales of Shares of a series, together
with any income and gain thereon, less any diminution or expenses thereof,
shall irrevocably belong to that series, unless otherwise required by law.
3. Shareholders in each series shall vote separately as a class on any
matter to the extent required by, and any matter shall have been deemed
effectively acted upon with respect to such series as provided in, Rule 18f-2,
as from time to time in effect, under the Investment Company Act of 1940, as
amended, or any successor rule, and the Declaration of Trust.
4. The assets and liabilities of the Trust shall be allocated to each
series as set forth in Section 6.9 of the Declaration of Trust.
5. Subject to the provisions of Section 6.9 and Article IX of the
Declaration of Trust, the Trustees (including any successor Trustees) shall
have the right at any time and from time to time to change the designation of
any series now or hereafter created, or to otherwise change the special and
relative rights of any series.
IN WITNESS WHEREOF, the undersigned have executed this Establishment
and Designation of Series this 15th day of April, 2000.
/s/Tom Schlossberg /s/Mark Mullin
-------------------------------- --------------------------------
TOM SCHLOSSBERG MARK MULLIN
As Trustee and Not Individually As Trustee and Not Individually
/s/Robert L. Lindsay /s/Nikhil Malvania
-------------------------------- --------------------------------
ROBERT L. LINDSAY NIKHIL MALVANIA
As Trustee and Not Individually As Trustee and Not Individually
/s/Joyce Galpern Norden
--------------------------------
JOYCE GALPERN NORDEN
As Trustee and Not Individually
