XXXXX XXXXXX INCOME FUNDS
AMENDMENT NO. 7
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 7 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"), dated as of May 1, 2003.
WITNESSETH:
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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, by unanimous written consent dated April 7, 2003, the Trustees
voted to change the name of the Sub-Trust of the Trust currently designated as
the "Xxxxx Xxxxxx Premium Total Return Fund" to "SB Capital and Income Fund",
effective as of April 11, 2003;
WHEREAS, by unanimous written consent dated April 7, 2003, the Trustees
voted to redesignate the existing Class A, Class B, Class L, Class O and Class Y
shares of the SB Capital and Income Fund as, respectively, Xxxxx Xxxxxx Class A,
Xxxxx Xxxxxx Class B, Xxxxx Xxxxxx Class L, Xxxxx Xxxxxx Class O and Xxxxx
Xxxxxx Class Y shares, effective as of April 30, 2003;
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 7 to the Declaration of Trust;
NOW, THEREFORE, the Declaration of Trust is hereby amended as follows:
1. Effective as of April 11, 2003, 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
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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
"Xxxxx Xxxxxx Convertible Fund" which shall consist of five classes of
shares designated as Class A, Class B, Class L, Class O and Class Y
shares; and "Xxxxx Xxxxxx Balanced 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:"
2. Effective as of April 30, 2003, 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
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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" which shall consist
of five classes of shares designated as Xxxxx Xxxxxx Class A, Xxxxx
Xxxxxx Class B, Xxxxx Xxxxxx Class L, Xxxxx Xxxxxx Class O and Xxxxx
Xxxxxx Class Y shares; "Xxxxx Xxxxxx Convertible Fund" which shall
consist of five classes of shares designated as Class A, Class B, Class
L, Class O and Class Y shares; and "Xxxxx Xxxxxx Balanced 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:"
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: /s/ R. Xxx Xxxxxx
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Name: R. Xxx Xxxxxx
Title: President
