AMENDMENT NO. 10 TO THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT

                            XXXXX XXXXXX INCOME FUNDS

                                AMENDMENT NO. 10
                                       TO
         THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT

         AMENDMENT NO. 10 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 April 29, 2004.

                                   WITNESSETH:

         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, on March 10,2004 the Trustees voted unanimously to
redesignate: (i) the existing Xxxxx Xxxxxx Class L shares of each of the SB
Convertible Fund and SB Capital and Income Fund as Xxxxx Xxxxxx Class C shares;
(ii) the existing Salomon Brothers Class 2 shares of the SB Convertible Fund and
SB Capital and Income Fund as Salomon Brothers Class C shares; and (iii) the
existing Class L shares of each of the Xxxxx Xxxxxx Diversified Strategic Income
Fund, Xxxxx Xxxxxx High Income Fund, Xxxxx Xxxxxx Exchange Reserve Fund, Xxxxx
Xxxxxx Municipal High Income Fund, Xxxxx Xxxxxx Total Return Bond Fund and Xxxxx
Xxxxxx Dividence and Income Fund as Class C shares, in each case effective upon
the effectiveness of the post-effective amendment to the Trust's Registration
Statement on Form N-1A reflecting such changes (the "Effective Date");

         WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 10 to the Declaration of Trust;

         NOW, THEREFORE, the Declaration of Trust is hereby amended as follows:

         1. Effective upon the Effective Date, 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: "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 C,
         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 C 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 C, Xxxxx Xxxxxx Class O, Xxxxx
         Xxxxxx Class Y, Salomon Brothers Class A, Salomon Brothers Class B,
         Salomon Brothers Class C, Salomon Brothers Class O, and Salomon
         Brothers Class Y shares; and "Xxxxx Xxxxxx Dividend and Income Fund"
         which shall consist of six classes of shares designated as Class A,
         Class B, Class C, 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: ______________________________________
                                      Name:   Xxxxxx X. Xxxxxx
                                      Title:  Assistant Secretary