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EXHIBIT 99.(A)(6)
Amended and Restated Certificate of Designation
MERCURY HW FUNDS
The undersigned, being the Secretary of Mercury HW Funds (formerly known
as Hotchkis and Wiley Funds) (hereinafter referred to as the "Trust"), a trust
with transferable shares of the type commonly called a Massachusetts business
trust, DOES HEREBY CERTIFY that, pursuant to the authority conferred upon the
Trustees of the Trust by Article FOURTH, paragraph 1(c) and Article FOURTH,
paragraph 3 of the Amended and Restated Declaration of Trust filed with the
Secretary of the Commonwealth of Massachusetts on October 29, 1996, as amended
to date (hereinafter referred to as the "Declaration of Trust"), and by the
affirmative vote of a majority of the Trustees at a meeting duly called and held
on October 31, 2000, the Amended and Restated Certificate of Designation dated
September 15, 2000 and filed with the Secretary of the Commonwealth of
Massachusetts on September 28, 2000 is hereby further amended and restated in
its entirety effective as of January 1, 2001 as follows:
The shares of beneficial interest of the Trust ("Shares") are divided
into ten separate series, each series to have the following special and relative
rights:
(1) The series shall be designated as follows:
Mercury HW International Value Fund
Mercury HW Large Cap Value Fund
Mercury HW Mid-Cap Value Fund
Mercury HW Small Cap Value Fund
Mercury HW Balanced Fund
Mercury HW Global Value Fund
Mercury HW Equity Fund for Insurance Companies
Mercury Total Return Bond Fund
Mercury Low Duration Fund
Mercury Short-Term Investment Fund
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(2) Each series shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the Trust's
then currently effective registration statement under the Securities Act of
1933.
(3) The Shares of the Mercury HW International Value Fund, Mercury HW
Mid-Cap Value Fund, Mercury Total Return Bond Fund and Mercury Low Duration Fund
shall be classified into four classes (each, a "Class"), designated Class I
Shares, Class A Shares, Class B Shares and Class C Shares, of which an unlimited
number may be issued. The Shares of the Mercury HW Small Cap Value Fund and
Mercury HW Balanced Fund shall be classified into two Classes, designated Class
I and Class A Shares, of which an unlimited number may be issued. The Shares of
Mercury HW Large Cap Value Fund, Mercury HW Global Value Fund and Mercury
Short-Term Investment Fund shall be classified into one Class, designated
Class I Shares, of which an unlimited number may be issued. Investor Class
Shares of these series outstanding on October 6, 2000 shall be redesignated
Class I Shares. Distributor Class Shares outstanding on October 6, 2000 shall be
redesignated Class A Shares. The Shares of the Mercury HW Equity Fund for
Insurance Companies shall continue to consist of a single Class, designated as
Investor Class Shares, of which an unlimited number may be issued.
(4) The holders of Shares of the several Classes of each series having
multiple Classes shall be considered shareholders of such series, and shall have
the relative rights and preferences set forth herein and in the Declaration of
Trust with respect to Shares of such series, and shall also be considered
shareholders of the Trust for all other purposes (including, without limitation,
for purposes of receiving reports and notices and the right to vote) and, for
matters reserved to the shareholders of one or more other Classes or series by
the Declaration of Trust or by any instrument establishing and designating a
particular Class or series, or as required by the Investment Company Act of 1940
and/or the rules and regulations of the Securities and Exchange Commission
thereunder (collectively, as from time to time in effect, the "1940 Act") or
other applicable laws.
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(5) The Shares of the several classes of each series having multiple
Classes shall have identical dividend, liquidation and other rights and the same
terms and conditions, except that the expenses related directly or indirectly to
the distribution of the Shares of a Class paid under a plan of distribution
under Rule 12b-1 under the 1940 Act (a "Plan"), and any account maintenance fees
to which such Class is subject (as determined by the Trustees), shall be borne
solely by such Class, and such expenses shall be appropriately reflected in the
determination of net asset value and the dividend, distribution and liquidation
rights of such Class.
(6) (a) Class I Shares of each applicable series shall be subject to a
front-end sales charge in such amounts as shall be determined from time to time,
but no asset-based sales charge or account maintenance fee.
(b) Class A Shares of each series having Class A Shares shall be
subject to (i) a front-end sales charge or, for shareholders for which the
front-end sales charge is waived, a contingent deferred sales charge and (ii) an
account maintenance fee for the maintenance of shareholder accounts and personal
services, in such amounts as shall be determined from time to time.
(c) Class B Shares of each series having Class B Shares shall be
subject to (i) a contingent deferred sales charge and (ii) (A) an asset-based
sales charge pursuant to a Plan, and (B) an account maintenance fee for the
maintenance of shareholder accounts and personal services, in such amounts as
shall be determined from time to time. Class B Shares shall automatically
convert to Class A Shares in accordance with such requirements and procedures as
the Trustees establish.
(d) Class C Shares of each series having Class C Shares shall be
subject to (i) a contingent deferred sales charge and (ii) (A) an asset-based
sales charge pursuant to a Plan, and (B) an account maintenance fee for the
maintenance of shareholder accounts and personal services, in such amounts as
shall be determined from time to time.
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(e) Investor Class Shares of the Mercury HW Equity Fund for
Insurance Company shall not be subject to a front-end or contingent deferred
sales charge or an asset-based sales charge pursuant to a Plan or an account
maintenance fee.
(7) As provided in paragraph 6(i) of Article FOURTH of the Declaration,
and subject to compliance with the requirements of the 1940 Act, the Trustees
shall have the authority to provide that holders of Shares of any series shall
have the right to convert said Shares into Shares of one or more other series of
registered investment companies specified for the purpose in this Trust's
Prospectus for the Shares accorded such right, that holders of any Class of
Shares of a series shall have the right to convert such Shares into Shares of
one or more other Classes of such series, and that Shares of any Class of a
series shall be automatically converted into Shares of another Class of such
series, in each case in accordance with such requirements and procedures as the
Trustees may from time to time establish. The requirements and procedures
applicable to such mandatory or optional conversion of any such Shares shall be
set forth in the Prospectus in effect with respect to such Shares.
(8) Shareholders of each series and Class shall vote as a separate
series or Class, as the case may be, on any matter to the extent required by,
and any matter shall be deemed to have been effectively acted upon with respect
to any series or Class as provided in, Rule 18f-2, as from time to time in
effect, under the 1940 Act, or any successor rule and by the Declaration of
Trust. Except as otherwise required by the 1940 Act, the shareholders of each
Class of any series having more than one Class of Shares, voting as a separate
class, shall have sole and exclusive voting rights with respect to the
provisions of any Plan applicable to Shares of such Class.
(9) The assets and liabilities of the Trust shall be allocated among the
above-referenced series as set forth in paragraph 6 of Article FOURTH of the
Declaration of Trust, except that the liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable as belonging to any
particular series shall be allocated among the series (a) on the basis of their
relative average daily net assets, (b) as incurred on a specific identification
basis or (c) evenly among the series, depending on the nature of the
expenditure.
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(10) The Trustees (including any successor Trustees) shall have the
right at any time and from time to time to reallocate expenses or to change the
designation of any series or Class now or hereafter created, or otherwise to
change the special and relative rights of any such series or Class provided that
such change shall not adversely affect the rights of holders of outstanding
Shares of any series or Class.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this ____
day of December, 2000.
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Turner Swan, Secretary
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ACKNOWLEDGMENT
December __, 2000
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
Then personally appeared before me the above named Turner Swan,
Secretary, and acknowledged the foregoing instrument to be his free act and
deed.
Katie Lim, Notary Public
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