LMP Adjustable Rate Income fund
Sub-Item 77Q
Amendment No. 9 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 Adjustable Rate Income Fund Barney 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-Trust of the Trust that, as of April 7,
2006, is designated as "Xxxx Xxxxx Adjustable Rate Income Fund"
(the "Fund") to convert automatically into the class of shares
of the 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 Fund;
WHEREAS, the Trustees determined to rename the remaining
classes of shares of the Sub-Trust designated as "Xxxx Xxxxx
Partners Adjustable Rate Income Fund"; and
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-Trust and classes thereof: "Xxxx Xxxxx Partners
Adjustable Rate Income Fund" which shall consist of four
classes of shares designated as Class A, Class B, Class C
and Class Y shares. The Shares of such Sub-Trust 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 become 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 20th day of April 2006.
Xxxxxx X. Xxxxx, as Trusteeand not individually
Xxxxx X. Xxxxxx, as Trusteeand not individually
Xxxxxx X. Xxxxxxx, as Trusteeand not individually
R. Xxx Xxxxxx, as Trusteeand not individually
Xxxx Xxxxxx, as Trusteeand not individually
Xxxxxxx X. Xxxxxxxxxx, as Trusteeand not individually
Xxxxxx X. Xxxxx, as Trusteeand not individually
