X. XXXX PRICE EQUITY INCOME FUND
AMENDMENT NO. 2 TO MASTER TRUST AGREEMENT
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(Adoption of 18f-3 Plan)
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RESOLVED, that the Master Trust Agreement dated August 26, 1985 shall be, and it
hereby is, amended to allow the Trustees to create different classes of Shares
of beneficial interest in the Trust, and in each Series of Shares and,
accordingly, that the first two paragraphs of Section 4.1 of the X. Xxxx Price
Equity Income Fund Master Trust Agreement be, and they hereby are, deleted, and
that the following language be, and hereby is, added as the first two paragraphs
of said Section 4.1:
"SECTION 4.1 DESCRIPTION OF SHARES. The beneficial interest in the
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Trust shall be divided into Shares, all without par value, and the Trustees
shall have the authority from time to time (a) to divide the Shares into
two or more Series of Shares (each of which Series of Shares shall be a
separate and distinct Sub-Trust of the Trust, including without limitation
that Sub-Trust specifically established and designated in Section 4.2) and
(b) to divide the Shares and Series of Shares into two or more classes of
Shares, as they deem necessary or desirable. Each Sub-Trust established
hereunder shall be deemed to be a separate trust under Massachusetts
General Laws Chapter 182. The Trustees shall have exclusive power without
the requirement of shareholder approval to establish and designate such
separate and distinct Sub-Trusts, and to fix and determine the relative
rights and preferences as between the Shares of the separate Sub-Trusts,
and as between the classes of Shares, as to right of redemption and the
price, terms and manner of redemption, special and relative rights as to
dividends and other distributions and on liquidation, sinking or purchase
fund provisions, conversion rights, conditions under which the several
Sub-Trusts shall have separate voting rights or no voting rights, fees and
such other relative rights and preferences as the Trustees may determine
appropriate.
"The number of authorized Shares and the number of Shares of each Sub-Trust
that may be issued is unlimited, and the Trustees may issue Shares of any
Sub-Trust for such consideration and on such terms as they may determine
(or for no consideration if pursuant to a Share dividend or split-up), all
without action or approval of the Shareholders. All Shares when so issued
on the terms determined by the Trustees shall be fully paid and
non-assessable (but may be subject to mandatory contribution back to the
Trust as provided in subsection (h) of Section 4.2. The Trustees may
classify or reclassify any unissued Shares or any Shares previously issued
and reacquired of any Sub-Trust into one or more Sub-Trusts that may be
established and designated from time to time and into such additional
classes of Shares as may be established and designated from time to time.
The Trustees may
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hold as treasury Shares, reissue for such consideration and on such terms
as they may determine, or cancel, at their discretion from time to time,
any Shares of any Sub-Trust reacquired by the Trust."
FURTHER RESOLVED, that a new class of Shares be, and it hereby is, established
and designated, to be known as the "Advisor Class" or by such other name as the
officers of the Trust may deem appropriate, and that said Advisor Class shall be
subject to the Rule 18f-3 Plan, substantially in the form submitted to the
Trustees at this meeting, with any changes thereto as may hereafter be approved
by counsel, which Rule 18f-3 Plan sets forth the separate arrangements and
expense allocations of each class of Shares of the Trust, and the officers of
the Trust be, and singly hereby is, authorized and directed to file with the
Securities and Exchange Commission said Rule 18f-3 Plan as soon hereafter as
practical; and such officers shall be, and each singly hereby is, authorized to
prepare, acknowledge and file such other documents and take such further action
as to any such officer shall appear appropriate or advisable in order to carry
into effect the purposes of this resolutions.
FURTHER RESOLVED, that Trust is hereby authorized and empowered to issue an
unlimited number of each class of Shares of the Sub-Trust known as the "X. Xxxx
Price Equity Income Fund Shares," including the class referred to in the
foregoing resolution as the "Advisor Class," for such consideration as it deems
appropriate (but not less than the net asset value of such Shares); and that the
officers of the Trust be, and each singly hereby is, authorized and empowered to
execute all instruments and documents and to take all actions as they or any one
of them in his or her sole discretion deems necessary or appropriate to carry
out the intents and purposes of this resolution and of the foregoing
resolutions.
