Exhibit (a)(5)
XXXXXXX INSURANCE FUNDS
AMENDMENT TO MASTER TRUST AGREEMENT
Regarding Resignation and Retirement of Trustees
AMENDMENT NO. 5 to the Amended Master Trust Agreement dated July 11, 1996
(referred to herein as the "Agreement"), done this 19th day of August 2002, by
the Trustees under such Agreement.
WITNESSETH:
WHEREAS, Section 3.1 of the Agreement provides for the number, designation,
election and other matters pertaining to the Trustees of the Trust; and
WHEREAS, Section 3.1(d) of the Agreement provides a procedure for the
voluntary retirement of Trustees by written instrument signed by each
retiring Trustee and delivered to the other Trustees or any officer of the
Trust; and
WHEREAS, the Trustees from time to time may adopt policies (each, a
"Retirement Policy" and, collectively, "Retirement Policies") governing the
retirement of Trustees, including, but not limited to, Retirement Policies
providing for mandatory retirement of Trustees upon their attainment of a
specified age; and
WHEREAS, the Trustees wish to clarify that retirements of Trustees required
by or in accordance with any Retirement Policy shall be governed by and
take effect in accordance with such policy and shall not require the
execution or delivery of written instruments by retiring Trustees pursuant
to Section 3.1(d) of the Agreement; and
WHEREAS, Section 7.3 of the Agreement provides that a majority of the
Trustees in office may act to amend the Agreement without shareholder
approval so long as such amendment does not affect the rights of any
shareholders;
NOW THEREFORE, the Trustees hereby amend the Agreement as set forth below:
Amendment of the Master Trust Agreement.
Without affecting the rights and preferences of any presently issued and
outstanding shares of interest in the Trust, the Agreement is hereby amended as
follows:
Effective upon the filing of this Amendment in the minute books of the Trust by
the Secretary of the Trust, and the filing of this Amendment with appropriate
authorities of the Commonwealth of Massachusetts and the State of Washington,
Article III, Section 3.1(d) of the Agreement is amended to read in its entirety
as set forth below:
(d) Resignation and Retirement. Any Trustee may resign his or her
trust or retire as a Trustee, by written instrument signed by him or her
and delivered to the other Trustees or to any officer of the Trust and such
resignation or retirement shall take effect upon such delivery or upon such
later date as is
specified in such instrument and shall be effective as to the Trust and
each Sub-Trust hereunder. Notwithstanding the foregoing, a retirement by a
Trustee required by or in accordance with any policy approved and adopted
by a majority of the Trustees with respect to retirements of Trustees
(including, but not limited to, any policy providing for mandatory
retirement of Trustees upon their attainment of a specified age) shall be
governed by and take effect in accordance with such policy and shall be
effective as to the Trust and each Sub-Trust.
The undersigned hereby certify that the Amendment set forth above has been duly
adopted in accordance with the provisions of the Agreement, and shall become
effective on the designated effective date and year set forth hereinabove.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals for
themselves and their assigns, as of the day and year first above written. This
instrument may be executed in one or more counterparts, all of which shall
together constitute a single instrument.
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/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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