XXXXX XXXXXX INCOME FUNDS
AMENDMENT NO. 8
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 8 to the First Amended and Restated Master Trust
Agreement dated as of November 5, 1992, as amended (the "Declaration of Trust")
of Xxxxx Xxxxxx Income Funds (the "Trust"), dated as of May 14, 2003.
WITNESSETH:
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WHEREAS, Article VII, Section 7.3 of the Declaration of Trust provides
that the Declaration of Trust may be amended at 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 an officer of the Trust pursuant to a vote of a majority of the Trustees;
WHEREAS, Article IV, Section 4.1 of the Declaration of Trust provides
that the Trustees of the Trust may establish and designate Sub-Trusts of the
Trust and classes thereof;
WHEREAS, by unanimous written consent dated April 7, 2003 and by a
unanimous vote taken on May 14, 2003, the Trustees voted to change the name of
the Sub-Trust of the Trust currently designated as the "Xxxxx Xxxxxx Convertible
Fund" to "SB Convertible Fund", effective upon the effectiveness of the
post-effective amendment to the Trust's Registration Statement on Form N-1A
reflecting such change (the "Sub-Trust Name Change");
WHEREAS, on May 14, 2003 the Trustees voted unanimously to redesignate
the existing Class A, Class B, Class L, Class O and Class Y shares of the Xxxxx
Xxxxxx Convertible Fund as, respectively, Xxxxx Xxxxxx Class A, Xxxxx Xxxxxx
Class B, Xxxxx Xxxxxx Class L, Xxxxx Xxxxxx Class O and Xxxxx Xxxxxx Class Y
shares, effective upon the effectiveness of the post-effective amendment to the
Trust's Registration Statement on Form N-1A reflecting such changes (the "Class
Redesignation");
WHEREAS, on May 14, 2003, the Trustees voted unanimously to establish
five additional classes of shares of each of the Xxxxx Xxxxxx Convertible Fund
and the SB Capital and Income Fund (together, the "Funds") to be designated as
Salomon Brothers Class A, Salomon Brothers Class B, Salomon Brothers Class 2,
Salomon Brothers Class O, and Salomon Brothers Class Y shares, effective upon
the effectiveness of the post-effective amendment to the Trust's Registration
Statement on Form N-1A reflecting such establishment and designation (the
"Additional Classes Designation");
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 8 to the Declaration of Trust;
NOW, THEREFORE, the Declaration of Trust is hereby amended as follows:
1. Upon the effectiveness of the Sub-Trust Name Change, Class
Redesignation and Additional Classes Designation, 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
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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: "Xxxxx Xxxxxx Diversified Strategic Income Fund" and
"Xxxxx Xxxxxx High Income Fund" which shall consist of five classes of
shares designated as Class A, Class B, Class L, Class Y and Class Z
shares; "Xxxxx Xxxxxx Exchange Reserve Fund", "Xxxxx Xxxxxx Municipal
High Income Fund" and "Xxxxx Xxxxxx Total Return Bond Fund" which
shall consist of four classes of shares designated as Class A, Class
B, Class L and Class Y shares; "SB Capital and Income Fund" and "SB
Convertible Fund" which shall consist of ten classes of shares
designated as Xxxxx Xxxxxx Class A, Xxxxx Xxxxxx Class B, Xxxxx Xxxxxx
Class L, Xxxxx Xxxxxx Class O, Xxxxx Xxxxxx Class Y, Salomon Brothers
Class A, Salomon Brothers Class B, Salomon Brothers Class 2, Salomon
Brothers Class O, and Salomon Brothers Class Y shares; and "Xxxxx
Xxxxxx Balanced Fund" which shall consist of six classes of shares
designated as Class A, Class B, Class L, Class O, Class Y and Class Z
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:"
[Signature Page Follows]
The undersigned hereby certifies that the Amendment set forth above has
been duly adopted in accordance with the provisions of the Declaration of Trust.
IN WITNESS WHEREOF, the undersigned has hereto set his hands as of the
day and year first above written.
By: /s/ R. Xxx Xxxxxx
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Name: R. Xxx Xxxxxx
Title: President
