Exhibit (a)(4)
XXXXXXX INSURANCE FUNDS
AMENDMENT TO MASTER TRUST AGREEMENT
and
ESTABLISHMENT OF CLASSES
AMENDMENT NO. 4 to the Amended Master Trust Agreement dated July 11, 1996
(referred to herein as the "Agreement"), adopted the 30th day of April, 2001, by
the Trustees under such Agreement.
WITNESSETH:
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WHEREAS, Section 4.1 of the Agreement authorizes the Trustees to
establish and designate sub-trusts; and
WHEREAS, Section 4.2 of the Agreement provides that the Trustees may fix
and determine certain relative rights and preferences of the shares of
the sub-trusts in accordance with the provisions of such Section 4.2;
and
WHEREAS, the Trustees wish to establish and designate classes of shares
of interest in such sub-trusts, and fix and determine certain relative
rights and obligations of the shares of said classes of such sub-trusts;
and
WHEREAS, Section 4.1 of the Agreement provides that a Trustee may act
for such purpose without shareholder approval;
NOW, THEREFORE, the Trustees hereby authorize the designation of classes
of shares and fix the rights and preferences of the shares thereof as
set forth herein.
Establishment and Designation of Classes of the Sub-Trusts.
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Pursuant to the authority of the Trustees set forth in Section 4.1 of the
Agreement to establish and designate Sub-Trusts and Classes of Sub-Trusts, and
without affecting the rights and preferences of existing Sub-Trusts, the
Trustees hereby establish and designate a new Class E for the Multi-Style Equity
Fund, Aggressive Equity Fund, Non-U.S. Fund, Real Estate Securities Fund and
Core Bond Fund. The existing shares of the sub-trusts are hereby designated as
Class S Shares.
In furtherance thereof, the Trustees direct that Class E Shares of each
Sub-Trust shall have all the relative rights and preferences set forth in
Section 4.2 of the Agreement, shall represent an equal proportionate interest in
the underlying assets and liabilities of that Sub-Trust, and shall generally
have identical voting, dividend, liquidation and other rights, preferences,
powers, restrictions, limitations, obligations, qualifications and terms and
conditions as all other Shares of such Sub-Trust, except that:
. each Class E Share offered in connection with a Rule 12b-1
distribution and shareholder services plan (a "Plan") will bear,
as a charge against distributable income or gains or as a
reduction in interest, certain fees under the Plan and will have
exclusive voting rights on matters pertaining to the Plan of the
Class and any related agreements;
. each Class E Share of a Sub-Trust shall contain such conversion
feature as may be required to comply with regulations applicable
to the Sub-Trust or to the issuance of Shares of the Sub-Trust;
. each Class E Share of a Sub-Trust will bear, as a charge against
distributable income or gains or as a reduction in interest,
differing amounts of certain expenses attributable to the Class;
. the Board shall provide for differing payments of dividends from
income or distributions of gains on a Class E Share of a
Sub-Trust to reflect different charges against such income or
gains or otherwise to equalize the net asset values of the
Classes or, in the absence of such policies, the net asset value
per share of different Classes of a Sub-Trust may differ at
certain times;
. each Class E Share of a Sub-Trust may be accorded such different
exchange privileges from Shares of another Class as the Board may
deem proper from time to time;
. each Class E Share of a Sub-Trust shall be subject to such
different conditions of redemption, as shall be set forth in the
Trust's registration statement from time to time;
. each Share of any Class of a Sub-Trust will vote exclusively on
matters solely affecting Shares of that Class, and shall not vote
upon matters which do not affect such Class;
. each Class E Share of a Sub-Trust will have a different class
designation from any other Class of that Sub-Trust; and
. each Class E Share of a Sub-Trust may have such additional rights
and preferences, or be subject to such restrictions and
qualifications, as the Trustees by resolution may determine,
consistent with the provisions of the Investment Company Act of
1940 Act and the Internal Revenue Code, as amended, and not
otherwise identified above.
The undersigned hereby certify that the Amendment set forth above has been duly
adopted in accordance with the provisions of the Master Trust Agreement.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals for
themselves and their assigns, as of the day and year first above written. This
instrument may be executed in one or more counterparts, all of which shall
together constitute a single instrument.
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxxxxx Xxxxx
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Xxxx X. Xxxxxxxx Xxxxxxxxxx Xxxxx
/s/ Xxxx X. Xxxxxxxx /s/ Xxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx Xxx X. Xxxxxxxx
/s/ Xxxx Xxxxx /s/ Xxxxxxx X. Xxxxxx
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Xxxx Xxxxx Xxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx.
