XXXXX XXXXXX INCOME FUNDS
AMENDMENT NO. 9
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 9 to the First Amended and Restated Master Trust
Agreement dated as of November 5, 1992, as amended (the "Declaration of Trust")
of Xxxxx Xxxxxx Income Funds (the "Trust"), effective as of September 29, 2003.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Declaration of Trust provides
that the Declaration of Trust may be amended at any time, so long as such
amendment does not 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;
WHEREAS, Article IV, Section 4.1 of the Declaration of Trust provides
that the Trustees of the Trust may establish and designate Sub-Trusts of the
Trust and classes thereof;
WHEREAS, on July 30, 2003 the Trustees voted unanimously to change the
name of the Sub-Trust of the Trust currently designated as the "Xxxxx Xxxxxx
Balanced Fund" to "Xxxxx Xxxxxx Dividend and Income Fund", for effectiveness as
of September 29, 2003 (the "Effective Date");
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 9 to the Declaration of Trust;
NOW, THEREFORE, the Declaration of Trust is hereby amended as follows:
1. Effective upon the Effective Date, the first paragraph of Article
IV, Section 4.2 of the Declaration of Trust 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 Diversified Strategic Income Fund" and
"Xxxxx Xxxxxx High Income Fund" which shall consist of five classes of
shares designated as Class A, Class B, Class L, Class Y and Class Z
shares; "Xxxxx Xxxxxx Exchange Reserve Fund", "Xxxxx Xxxxxx Municipal
High Income Fund" and "Xxxxx Xxxxxx Total Return Bond Fund" which shall
consist of four classes of shares designated as Class A, Class B, Class
L and Class Y shares; "SB Capital and Income Fund" and "SB Convertible
Fund" which shall
consist of ten classes of shares designated as Xxxxx Xxxxxx Class A,
Xxxxx Xxxxxx Class B, Xxxxx Xxxxxx Class L, Xxxxx Xxxxxx Class O, Xxxxx
Xxxxxx Class Y, Salomon Brothers Class A, Salomon Brothers Class B,
Salomon Brothers Class 2, Salomon Brothers Class O, and Salomon
Brothers Class Y shares; and "Xxxxx Xxxxxx Dividend and Income Fund"
which shall consist of six classes of shares designated as Class A,
Class B, Class L, Class O, 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:"
[Signature Page Follows]
The undersigned hereby certifies that the Amendment set forth above has
been duly adopted in accordance with the provisions of the Declaration of Trust.
IN WITNESS WHEREOF, the undersigned has hereto set his hands as of the
day and year first above written.
By:_____________________________________
Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary
