Exhibit (a)1.8
XXXXX XXXXXXX INVESTMENT COMPANY
AMENDMENT TO AMENDED AND RESTATED MASTER TRUST AGREEMENT
Regarding Powers of Trustees
AMENDMENT NO. 7 to the Amended and Restated Master Trust Agreement
dated August 19, 2002 (referred to herein as the "Agreement"), done this 17th
day of May, 2005, by the Trustees under such Agreement.
WITNESSETH:
WHEREAS, the Trustee desire to restate the first paragraph of section
3.2 of the Agreement;
NOW, THEREFORE, the Trustees hereby restate the first paragraph of
section 3.2 of the Agreement as follows:
Section 3.2 Powers of Trustees. Subject to the provisions of this
Declaration of Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient to carry out
that responsibility and the purpose of the Trust. Without limiting the
foregoing, the Trustees may adopt By-Laws not inconsistent with this Declaration
of Trust providing for the conduct of the business and affairs of the Trust and
may amend and repeal them to the extent that such By-Laws do not reserve that
right to the Shareholders; they may from time to time in accordance with the
provisions of Section 4.2 and 4.3, respectively, hereof establish Sub-Trusts and
Classes of Sub-Trusts, each such Sub-Trust to operate as a separate and distinct
investment medium and with separately defined investment objectives and policies
and distinct investment purpose; they may as they consider appropriate elect and
remove officers and appoint and terminate agents and consultants and hire and
terminate employees, any one or more of the foregoing of whom may be a Trustee,
and may provide for the compensation of all of the foregoing; they may appoint
from their own number, and terminate, any one or more committees consisting of
two or more Trustees, including without implied limitation an executive
committee, which may, when the Trustees are not in session and subject to the
1940 Act, exercise some or all of the power and authority of the Trustees as the
Trustees may determine; in accordance with the By-Laws they may appoint from
their own number, and terminate, a Chairman for the purpose of presiding at
meetings of the Board of Directors and exercising and performing such other
powers and duties as the Board may determine; in accordance with Section 3.3,
they may employ one or more advisers, administrators, depositories and
custodians and may authorize any depository or custodian to employ subcustodians
or agents and to deposit all or any part of such assets in a system or systems
for the central handling of securities and debt instruments, retain transfer,
dividend, accounting or Shareholder servicing agents or any of the foregoing,
provide for the distribution of Shares by the Trust through one or more
distributors, principal underwriters or otherwise, set record dates or times for
the determination of Shareholders or various of them with respect to various
matters; they may compensate or provide for the compensation of the Trustees,
officers, advisers, administrators, custodians, other agents, consultants and
employees of the Trust or the Trustees on such terms as they deem appropriate;
and, in general they may delegate to any Chairman, to any officer of the Trust,
to any committee of the Trustees and to any employee, adviser, administrator,
distributor, depository, custodian, transfer and dividend disbursing agent, or
any other agent or consultant of the Trust such authority, powers, functions and
duties as they consider desirable or appropriate for the conduct of the business
and affairs of the Trust, including without implied limitation the power and
authority to act in the name of the Trust and of the Trustees, to sign documents
and to act as attorney-in-fact for the Trustees. In construing the provisions of
this Declaration of Trust, the presumption shall be in favor of a grant of power
to the Trustees.
The undersigned hereby certify that the Amendment set forth above has
been duly adopted in accordance with the provisions of the Amended and Restated
Master Trust Agreement.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals for
themselves and their assigns, as of the day and year first above written. This
instrument may be executed in one or more counterparts, all of which shall
together constitute a single instrument.
/s/ Xxxx X. Xxxxxxxx /s/ Xxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx Xxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxx, Xx.
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxx
/s/ Xxxxxxxx Xxxx
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Xxxxxxxx Xxxx
The undersigned hereby certify that the Amendment set forth above has
been duly adopted in accordance with the provisions of the Amended and Restated
Master Trust Agreement.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals for
themselves and their assigns, as of the day and year first above written. This
instrument may be executed in one or more counterparts, all of which shall
together constitute a single instrument.
/s/ Xxxx X. Xxxxxxxx /s/ Xxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx Xxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxxxxx Xxxxx Xxxxxxx X. Xxxxxxxx, Xx.
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxx
/s/ Xxxxxxxx Xxxx /s/ Xxxx Xxxxxxxx
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Xxxxxxxx Xxxx Xxxx Xxxxxxxx
