THE PUTNAM FUND FOR GROWTH AND INCOME AMENDMENT NO. 1 to

THE XXXXXX FUND FOR GROWTH AND INCOME
AMENDMENT NO. 1
to
	AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
	The undersigned, constituting all of the duly elected and qualified Trustees of The Xxxxxx
Fund for Growth and Income (the “Trust”), a Massachusetts business trust organized and existing
under the laws of the Commonwealth of Massachusetts pursuant to an Amended and Restated
Agreement and Declaration of Trust dated October 3, 1996, do hereby amend the Amended and
Restated Agreement and Declaration of Trust as follows:
1.	Article VI, Section 3 is amended by striking out the first two sentences of said Section in
their entirety and inserting in lieu thereof the following:
		Article VI, Section 3. Unless terminated as provided herein, the Trust shall continue
	without limitation of time. The Trust may be terminated at any time by the Trustees by
	written notice to the beneficiaries. Upon termination of this Trust the Trustees shall make
	provision for the payment of the expenses and liabilities of the Trust and of the Trustees and
	distribute the remaining assets, or sell and dispose of all or any part thereof and distribute the
	net proceeds thereof in cash and/or securities among the holders of such shares in proportion
	to their holdings, except to the extent otherwise required or permitted by the preferences and
	special or relative rights and privileges of any classes of shares of the Trust, provided that
	any distribution to the beneficiaries of a particular class of shares shall be made to such
	beneficiaries pro rata in proportion to the number of shares of such class held by each of
	them.
2.	The following is added as Article VI, Section 6:
		Article VI, Section 6: The Trust shall have the right at its option and at any time to
	redeem shares of any beneficiary at the net asset value thereof as determined in accordance
	with the Bylaws: (i) if at such time such beneficiary owns fewer shares than, or shares having
	an aggregate net asset value of less than, an amount determined from time to time by the
	Trustees; or (ii) to the extent that such beneficiary owns shares of a particular series of shares
	equal to or in excess of a percentage of the outstanding shares of that series determined from
	time to time by the Trustees; or (iii) to the extent that such beneficiary owns shares of the
	Trust representing a percentage equal to or in excess of such percentage of the aggregate
	number of outstanding shares of the Trust or the aggregate net asset value of the Trust
	determined from time to time by the Trustees.
	The undersigned do hereby certify that the foregoing amendment was approved on November
19, 2009 by vote of the holders of a majority of the shares of the Trust then outstanding.
*      *      *
	This instrument may be executed in several counterparts, each of which shall be deemed an
original, but all taken together shall constitute one instrument.

The foregoing amendment shall become effective as of December 15, 2009. 

[The rest of the page intentionally left blank.] 

IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the Trust, hereunto
have signed this instrument on this 11th day of December, 2009.
/s/ Xxxx Xxxxxxx	/s/ Xxxxxxxxx X. Xxxxxx
___________________	___________________
Xxxx Xxxxxxx	Xxxxxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx	/s/ Xxxxxxx X. Xxxxxxx
___________________	___________________
Xxxxxxx X. Xxxxxx	Xxxxxxx X. Xxxxxxx
	/s/ Xxxxxx X. Xxxxxxxxx
___________________	___________________
Xxxxxxx X. Xxxxxx	Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx	/s/ Xxxxxx Xxxxxx, III
___________________	___________________
Xxxxxx X. Xxxxxxxx	Xxxxxx Xxxxxx, III
/s/ Xxxx X. Xxxxxxx	/s/ Xxxxxx X. Xxxxxxxx
___________________	___________________
Xxxx X. Xxxxxxx	Xxxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxx	/s/ W. Xxxxxx Xxxxxxxx
___________________	___________________
Xxxx X. Xxxx	W. Xxxxxx Xxxxxxxx
/s/ Xxxx X. Xxxxxx
___________________	___________________
Xxxx X. Xxxxxx	Xxxxxxx X. Xxxxxx

IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the Trust, hereunto
have signed this instrument on this 14th day of December, 2009.
___________________	___________________
Xxxx Xxxxxxx	Xxxxxxxxx X. Xxxxxx
___________________	___________________
Xxxxxxx X. Xxxxxx	Xxxxxxx X. Xxxxxxx
___________________	___________________
Xxxxxxx X. Xxxxxx	Xxxxxx X. Xxxxxxxxx
___________________	___________________
Xxxxxx X. Xxxxxxxx	Xxxxxx Xxxxxx, III
___________________	___________________
Xxxx X. Xxxxxxx	Xxxxxx X. Xxxxxxxx
___________________	___________________
Xxxx X. Xxxx	W. Xxxxxx Xxxxxxxx
	/s/ Xxxxxxx X. Xxxxxx
___________________	___________________
Xxxx X. Xxxxxx	Xxxxxxx X. Xxxxxx

IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the Trust, hereunto
have signed this instrument on this 15th day of December, 2009.
___________________	___________________
Xxxx Xxxxxxx	Xxxxxxxxx X. Xxxxxx
___________________	___________________
Xxxxxxx X. Xxxxxx	Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
___________________	___________________
Xxxxxxx X. Xxxxxx	Xxxxxx X. Xxxxxxxxx
___________________	___________________
Xxxxxx X. Xxxxxxxx	Xxxxxx Xxxxxx, III
___________________	___________________
Xxxx X. Xxxxxxx	Xxxxxx X. Xxxxxxxx
___________________	___________________
Xxxx X. Xxxx	W. Xxxxxx Xxxxxxxx
___________________	___________________
Xxxx X. Xxxxxx	Xxxxxxx X. Xxxxxx

THE COMMONWEALTH OF MASSACHUSETTS

Suffolk, ss. 

On this 11th day of December, 2009, before me, the undersigned notary public, personally 

appeared Xxxx X. Xxxx, Xxxxxxx X. Xxxxxx, Xxxx Xxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxx, 

Xxxx X. Xxxxxx, Xxxxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxx Xxxxxx, 

III, Xxxxxx X. Xxxxxxxx, and W. Xxxxxx Xxxxxxxx, proved to me through satisfactory evidence of 

identification, to be the persons whose name is signed on the preceding or attached document, 

and acknowledged to me that he or she signed it voluntarily for its stated purpose as a Trustee of 

The Xxxxxx Fund for Growth and Income, a Massachusetts business trust. 

/s/ X. Xxxxx-Xxxxxx 

___________________ 

Notary Public 

My Commission Expires: 9/21/2012 

The address of the Trust is Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.