Exhibit a(2)
TT INTERNATIONAL U.S.A. FEEDER TRUST
AMENDED AND RESTATED
ESTABLISHMENT AND
DESIGNATION OF SERIES OF SHARES OF
BENEFICIAL INTEREST (WITHOUT PAR VALUE)
Pursuant to Section 6.9 of the Declaration of Trust dated as of May 26, 2000
(the "Declaration of Trust"), of TT International U.S.A. Feeder Trust (the
"Trust"), the undersigned, being all of the Trustees of the Trust hereby amend
and restate the Trust's existing Establishment and Designation of Series of
Shares of Beneficial Interest (without par value) in order to add one series of
the Trust. No changes to the special and relative rights of the existing series
are intended by this amendment and restatement.
1. The series shall be as follows:
The new series of the Trust shall be designated as "TT Europe Mutual
Fund."
The other existing series of the Trust is "TT EAFE Mutual 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 (as defined in the Declaration of Trust) of each series. Each Share of
each series shall be redeemable, shall be entitled to one vote (or a 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 the 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 of 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 each series as provided in, Rule 18f-2,
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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 such series.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the 18th day of August, 2000.
Michael Bullock David J.S. Burnett
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Michael Bullock David J.S. Burnett
As trustee and not individually As trustee and not individually
Alexander S.M. Carswell
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Alexander S.M. Carswell
As trustee and not individually
