Exhibit A
XXXX XXXXX PARTNERS INCOME FUNDS
Amendment No. 12 to
First Amended and Restated Master Trust Agreement
WHEREAS, Article VII, Section 7.3 of the First Amended and
Restated Master Trust Agreement (together with any amendments
thereto and designations thereunder, the "Declaration of Trust")
of Xxxx Xxxxx Partners Income Funds (the "Trust"), a
Massachusetts business trust, provides that the Declaration of
Trust may be amended ay any time, so long as such amendment does
not adversely affect the rights of any shareholder and so long as
such amendment is not in contravention of applicable law,
including the Investment Company Act of 1940, as amended, by an
instrument in writing signed by a majority of the Trustees;
WHEREAS, Article IV, Section 4.1 of the Declaration of Trust
provides that the Trustees may establish and designate Sub-Trusts
of the Trust and classes thereof;
WHEREAS, the Trustees determined that it was in the best
interests of holders of Salomon Brothers Class A, Class B, Class
C, Class O and Class Y shares (the "Salomon Brothers Classes") of
the Sub-Trusts of the Trust that, as of April 7, 2006, are
designated as "Xxxx Xxxxx Partners Capital and Income Fund" and
"Xxxx Xxxxx Partners Convertible Fund" (each, a "Fund") to
convert automatically into the class of shares of the applicable
Fund that has been designated as "Xxxxx Xxxxxx Class A shares";
WHEREAS, the above-referenced conversion occurred on April 21,
2006;
WHEREAS, there are no longer any outstanding shares of the
Salomon Brothers Classes of shares of the Funds; and
WHEREAS, the Trustee determined to rename certain remaining
classes of shares of certain Sub-Trusts;
NOW, THEREFORE, effective as of the date of filing of this
Amendment, the first paragraph of Article IV, Section 4.2 of the
Declaration of Trust is hereby amended to read, in pertinent
part, as follows:
"Section 4.2 Establishment and Designation of Sub-Trusts.
Without limiting the authority of the Trustees set forth in
Section 4.1 to establish and designate any further Sub-
Trusts and classes, the Trustees hereby establish and
designate the following Sub-Trusts and classes thereof:
"Xxxx Xxxxx Partners Capital and Income Fund," "Xxxx Xxxxx
Partners Convertible Fund" and "Xxxx Xxxxx Partners Dividend
and Income Fund" which shall consist of five classes of
shares designated as Class A, Class B, Class C, Class O and
Class Y shares; "Xxxx Xxxxx Partners Diversified Strategic
Income Fund," "Xxxx Xxxxx Partners High Income Fund," "Xxxx
Xxxxx Partners Municipal High Income Fund" and "Xxxx Xxxxx
Partners Total Return Bond Fund" which shall consist of four
classes of shares designated as Class A, Class B, Class C
and Class Y shares; and "Xxxx Xxxxx Partners Exchange
Reserve Fund" which shall consist of two classes of shares
designated as Class B and Class C shares. The Shares of
such Sub-Trusts and classes thereof and any shares of any
further Sub-Trusts or classes that may from time to time be
established and designated by the Trustees shall (unless the
Trustees otherwise determine with respect to some further
Sub-Trust or class at the time of establishing and
designating the same) have the following relative rights and
preferences:"
This Amendment shall be effective on April 21, 2006 at 5:00 p.m.
EDT.
[signature page to follow]
IN WITNESS WHEREOF, the undersigned, being at least a majority of
the Trustees of the Trust, have executed this Amendment as of the
____ day of April 2006.
Xxxxxxx Xxxxxxx XX, as Xxxx X. Xxxxxx, as Trustee
Trustee and not individually
and not individually
Xxxxxx X. Xxxxx, as Trustee R. Xxx Xxxxxx, as Trustee
and not individually and not individually
Xxxxxxx X. Xxxxxx, Xx., as Xxxx Xxxxxx, as Trustee
Trustee and not individually
and not individually
Xxxxxxxx X. Xxxxxxxxx, as Xxxx X. Xxxxxx, as Trustee
Trustee and not individually
and not individually
