X. XXXX PRICE EQUITY INCOME FUND
AMENDMENT NO. TO MASTER TRUST AGREEMENT
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The undersigned Secretary of X. Xxxx Price Equity Income Fund under the
Master Trust Agreement dated August 26, 1985 (the "Trust") does hereby certify
that pursuant to the provisions of the Trust, the following was duly adopted by
the Trustees of the Trust at a meeting of the Board of Trustees duly held on
July 24, 2002:
RESOLVED, that a new class of Shares of the X. Xxxx Price
Equity Income Fund under the Master Trust Agreement dated
August 26, 1985, as amended, be, and it hereby is,
established and designated, to be known as the "R Class" or
by such other name as the officers of the Trust may deem
appropriate, and that said R Class shall be subject to the
Rule 18f-3 Plan, substantially in the form submitted to the
Trustees at this meeting, with any changes thereto as may
hereafter be approved by counsel, which Rule 18f-3 Plan sets
forth the separate arrangements and expense allocations of
each class of Shares of the Trust, and the officers of the
Trust be, and each singly hereby is, authorized and directed
to file with the Securities and Exchange Commission said Rule
18f-3 Plan as soon hereafter as practical; and such officers
shall be, and each singly hereby is, authorized to prepare,
acknowledge and file such other documents and take such
further action as to any such officer shall appear
appropriate or advisable in order to carry into effect the
purposes of this resolutions.
FURTHER RESOLVED, that Trust is hereby authorized and
empowered to issue an unlimited number of each class of
Shares of the Sub-Trust known as the "X. Xxxx Price Equity
Income Fund Shares," including the class referred to in the
foregoing resolution as the "R Class," for such consideration
as it deems appropriate (but not less than the net asset
value of such Shares); and that the officers of the Trust be,
and each singly hereby is, authorized and empowered to
execute all instruments and documents and to take all actions
as they or any one of them in his or her sole discretion
deems necessary or appropriate to carry out the intents and
purposes of this resolution and of the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned Secretary has hereunto set her hand
this ____ day of ________________________, 2002.
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_____________________________, Secretary
