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MANUFACTURERS INVESTMENT TRUST
Establishment and Designation
of Additional Series of Shares of Beneficial Interest
($0.01 par value per share)
The undersigned, being a majority of the Trustees of Manufacturers
Investment Trust (the "Trust"), acting pursuant to Section 4.1(a) of the
Agreement and Declaration of Trust of the Trust dated September 29, 1988 (the
"Declaration of Trust") hereby establish and designate the following new Series
of Shares (as defined in the Declaration of Trust), such Series of Shares to
have the following special and relative rights:
1. The new Series of Shares shall be designated:
1. "Capital Appreciation"
2. The new Series of Shares shall have the relative rights and preferences
described in Section 4.2 of the Declaration of Trust, provided that the
Trustees, in their absolute discretion, may amend any previously
established relative rights and preferences as they may deem necessary
or desirable to enable the Trust to comply with the Investment Company
Act of 1940 or other applicable law.
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In witness whereof, the undersigned have executed this instrument in
duplicate original counterparts and have caused a duplicate original to be
lodged among the records of the Trust this day of
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Don B. Allen John D. Richardson
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Charles L. Bardelis F. David Rolwing
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Samuel Hoar John D. DesPrez, III
The Agreement and Declaration of Trust of the Trust, dated September 29, 1988, a
copy of which together with all amendments thereto is on file in the office of
the Secretary of The Commonwealth of Massachusetts, provides that this
instrument was executed by the Trustees of the Trust as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of them or the shareholders of the Trust individually, but are binding only
upon the assets belonging to the Trust, or the particular Series of Shares in
question, as the case may be.
