XXXXX XXXXXX OREGON MUNICIPALS FUND
AMENDMENT NO. 5
TO
MASTER TRUST AGREEMENT
AMENDMENT NO. 6 to the Master Trust Agreement dated as of March 10,
1994 (as amended to date, the "Agreement") of Xxxxx Xxxxxx Oregon Municipals
Fund (the "Trust"), made as of the 15th day of March 2006.
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, a majority of the Trustees voted to change the name of the
Trust to "Xxxx Xxxxx Partners Oregon Municipals Fund", such change to be
effective April 7, 2006; and
WHEREAS, a majority of the Trustees voted, effective April 7, 2006, to
change the name of the sole Sub-Trust of the Trust to Xxxx Xxxxx Partners Oregon
Municipals Fund;
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 5 to the Agreement;
NOW, THEREFORE, effective April 7, 2006, the Agreement is hereby
amended as follows:
1. Article I, Section 1.1 of the Agreement is hereby deleted and replaced
with the following:
Section 1.1 Name. This Trust shall be known as "Xxxx Xxxxx
Partners Oregon Municipals Fund" and the Trustees shall
conduct the business of the Trust under that name or any other
name or names as they may from time to time determine.
2. 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: "Xxxx Xxxxx Partners
Oregon Municipals Fund", which shall consist of five classes
designated as Class A, Class B, Class C, 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:"
.
IN WITNESS WHEREOF, the undersigned has hereto set his hands as of the
day and year first above written.
XXXXX XXXXXX OREGON MUNICIPALS FUND
By: _______________________________
Name: Xxxxxxx Xxxxx
Title: Assistant Secretary
