XXXXX XXXXXX MASSACHUSETTS MUNICIPALS FUND
AMENDMENT NO. 4
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 4 to the First Amended and Restated Master Trust
Agreement dated as of November 5, 1992 (the "Agreement") of Xxxxx
Xxxxxx Massachusetts Municipals Fund (the "Trust"), made as of the 12th
day of June, 1998.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Agreement provides that
the Agreement may be amended at any time, so long as such amendment
does not materially 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; and
WHEREAS, the Trustees have the authority under Section 4.1 of the
Agreement to issue classes of shares (as defined in the Agreement) of
any Sub-Trust (as defined in the Agreement) or divide the shares of any
Sub-Trust into classes, each class having such different dividend,
liquidation, voting and other rights as the Trustees may determine, and
to establish and designate the specific classes of shares of each Sub-
Trust; and
WHEREAS, on April 15, 1998, a majority of the Trustees voted to
redesignate the "Class C" shares of each Sub-Trust as "Class L" shares;
and
WHEREAS, the undersigned has been duly authorized by the Trustees
to execute and file this Amendment No. 1 to the Agreement; and
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. The first paragraph of Article IV, Section 4.2 of the
Agreement 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 Massachusetts Municipals Fund", which
shall consist of five classes designated as Class A, Class B, Class L,
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:"
The undersigned hereby certifies that the Amendment set forth
above has been duly adopted in accordance with the provisions of the
Agreement.
IN WITHNESS WHEREOF, the undersigned has hereto set his hands as
of the day and year first above written.
XXXXX XXXXXX MASSACHUSETTS
MUNICIPALS FUND
By:
_______________________________
Name: Xxxxxxx Xxxxx
Title: Assistant Secretary
LEGAL\FUND\MAMU\MAMUAMND
