SATUIT CAPITAL MANAGEMENT TRUST
-------------------------------
AMENDMENT NO. 1 TO THE DECLARATION OF TRUST
SATUIT CAPITAL MANAGEMENT TRUST, a Delaware business trust (the "Trust")
formed under the Delaware Business Trust Act, 12 Del.C, et seq., desires to
amend its Declaration of Trust dated August 12, 2000, (as the same may be
amended hereafter, the "Declaration of Trust"), pursuant to Section 10.4 of the
Declaration of Trust, as follows:
Article III - POWER OF TRUSTEES is hereby amended as follows:
Section 3.14. Redemptions at the Option of the Trust. The Trust shall have
the right, pursuant to applicable state law, at its option and at any time, to
redeem Shares of any Shareholder at the net asset value thereof: (i) if at such
time such Shareholder owns Shares of any Seri es or class having an aggregate
net asset value of less than an amount determined from time to time by the
Trustees; or (ii) to the extent that such Shareholder owns Shares equal to or in
excess of a percentage determined from time to time by the Trustees of the
outstanding Shares of the Trust or of any Series or class.
IN WITNESS WHEREOF, the undersigned hereby certify that this Amendment No.
1 to the Declaration of Trust has been duly and unanimously adopted and approved
by the Board of Trustees this 13th day of November, 2000.
/s/ Robert J. Sullivan
------------------------------
Robert J. Sullivan, as Trustee
/s/ Kevin M. Haggerty
------------------------------
Kevin M. Haggerty, as Trustee
/s/ Michael D. Muffoletto
------------------------------
Michael D. Muffoletto, as Trustee
