EXHIBIT A(2)
THE DIVERSIFIED INVESTORS FUNDS GROUP
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 April
23, 1993, as amended (as so amended, the "Declaration of Trust"), of The
Diversified Investors Funds Group (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 (i) establish and designate five additional
series of Shares (as defined in the Declaration of Trust) and (ii) change the
name of one of the Trust's existing series. 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:
Diversified Investors Money Market Fund
Diversified Investors High Quality Bond Fund
Diversified Investors Intermediate Government Bond Fund
Diversified Investors Core Bond Fund
Diversified Investors High-Yield Bond Fund
Diversified Investors Balanced Fund
Diversified Investors Stock Index Fund
Diversified Investors Equity Income Fund
Diversified Investors Equity Value Fund
Diversified Investors Growth & Income Fund
Diversified Investors Equity Growth Fund
Diversified Investors Special Equity Fund
Diversified Investors Aggressive Equity Fund
Diversified Investors International Equity Fund
Stephens Intermediate Bond Fund
Stephens Select Equity Fund.
(b) The additional series are hereby designated as follows:
Institutional Short Horizon Strategic Allocation Fund
Institutional Short/Intermediate Horizon Strategic
Allocation Fund
Institutional Intermediate Horizon Strategic Allocation
Fund
Institutional Intermediate/Long Horizon Strategic
Allocation Fund
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Institutional Long Horizon Strategic Allocation Fund.
(c) The name of the series currently designated "Diversified
Investors Equity Income Fund" is hereby changed to
"Diversified Investors Value & Income 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
(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 the 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
<PAGE>
/s/Joyce Galpern Norden
--------------------------------
JOYCE GALPERN NORDEN
As Trustee and Not Individually
