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EXHIBIT 99-1(i)
XXXXX XXXXXXX INVESTMENT COMPANY
AMENDMENT TO MASTER TRUST AGREEMENT
and
ESTABLISHMENT OF CLASSES
AMENDMENT NO. 8 to the Amended Master Trust Agreement dated July 26, 1984
(referred to herein as the "Agreement"), done this 4th day of November, 1996, by
the Trustees under such Agreement.
WITNESSETH:
WHEREAS, Section 4.1 of the Agreement authorizes the Trustees to
establish and designate sub-trusts and classes thereof; and
WHEREAS, Section 4.2 of the Agreement provides that the Trustees may
fix and determine certain relative rights and preferences of the shares
of the sub-trusts in accordance with the provisions of such Section
4.2; and
WHEREAS, the Trustees wish to establish and designate additional
sub-trusts and classes of shares of interest in such sub-trusts, and
fix and determine certain relative rights and obligations of the shares
of said classes of such sub-trusts; and
WHEREAS, Section 4.1 of the Agreement provides that a Trustee may act
for such purpose without shareholder approval;
NOW, THEREFORE, the Trustees hereby establish and designate the
following sub-trusts to authorize the designation of classes of shares,
and to fix the rights and preferences of the shares thereof as set
forth herein.
Establishment and Designation of Sub-Trusts.
Without limiting the authority of the Trustees set forth in Section 4.1 of the
Agreement to establish and designate any further sub-trusts, and without
affecting the rights and preferences of any existing sub-trust or class of any
existing sub-trust, the Trustees hereby establish and designate five additional
sub-trusts which are designated the "Aggressive Strategy Fund," "Balanced
Strategy Fund," "Moderate Strategy Fund," Conservative Strategy Fund" and
"Equity Balanced Strategy Fund." The shares of each such sub-trust shall be
divided into Class S Shares, and, as set forth below, Class D Shares and Class E
Shares. Each sub sub-trust shall have all the relative rights and preferences
granted by the Agreement to the existing sub-trusts including those listed in
Section 4.2 of the Agreement.
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Establishment and Designation of Classes of Sub-Trusts.
Pursuant to the authority of the Trustees set forth in Section 4.1 of the
Agreement to establish and designate Sub-Trusts and Classes of Sub-Trusts, and
without affecting the rights and preferences of existing Sub-Trusts, the
Trustees hereby establish and designate a new Class D and a new Class E for the
Aggressive Strategy Fund, Balanced Strategy Fund, Moderate Strategy Fund,
Conservative Strategy Fund and Equity Balanced Strategy Fund.
In furtherance thereof, the Trustees direct that Class D and Class E Shares of
each Sub-Trust shall have all the relative rights and preferences set forth in
Section 4.2 of the Agreement, shall represent an equal proportionate interest in
the underlying assets and liabilities of that Sub-Trust, and shall generally
have identical voting, dividend, liquidation and other rights, preferences,
powers, restrictions, limitations, obligations, qualifications and terms and
conditions as all other Shares of such Sub-Trust, except that:
- each Class D Share offered in connection with a distribution
plan pursuant to Rule 12b-1 of the Investment Company Act of
1940, as amended ("Distribution Plan") will bear, as a charge
against distributable income or gains or as a reduction in
interest, certain fees under its Distribution Plan and will
have exclusive voting rights on matters pertaining to the
Distribution Plan of the Class and any related agreements;
- each Class D or Class E Share offered in connection with a
shareholder services ("Shareholder Services Plan") will bear,
as a charge against distributable income or gains or as a
reduction in interest, certain fees under its respective
Shareholder Services Plan and will have exclusive voting
rights on matters pertaining to the Shareholder Services Plan
of the Class and any related agreements;
- each Class D and Class E Share of a Sub-Trust shall contain
such conversion feature as may be required to comply with
regulations applicable to the Sub-Trust or to the issuance of
Shares of the Sub-Trust;
- each Class D and Class E Share of a Sub-Trust will bear, as a
charge against distributable income or gains or as a reduction
in interest, differing amounts of certain expenses
attributable to the Class;
- the Board shall provide for differing payments of dividends
from income or distributions of gains on a Class D and Class E
Share of a Sub-Trust to reflect different charges against such
income or gains or otherwise to equalize the net asset values
of the Classes or, in the absence of such policies, the net
asset value per share of different Classes of a Sub-Trust may
differ at certain times;
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- each Class D and Class E Share of a Sub-Trust may be accorded
such different exchange privileges from Shares of another
Class as the Board may deem proper from time to time;
- each Class D and Class E Share of a Sub-Trust shall be subject
to such different conditions of redemption, as shall be set
forth in the Trust's registration statement from time to time;
- each Share of any Class of a Sub-Trust will vote exclusively
on matters solely affecting Shares of that Class, and shall
not vote upon matters which do not affect such Class;
- each Class D and Class E Share of a Sub-Trust will have a
different class designation from any other Class of that
Sub-Trust; and
- each Class D and Class E Share of a Sub-Trust may have such
additional rights and preferences, or be subject to such
restrictions and qualifications, as the Trustees by resolution
may determine, consistent with the provisions of the 1940 Act
and the Internal Revenue Code, as amended, and not otherwise
identified above.
The undersigned hereby certify that the Amendment set forth above has been duly
adopted in accordance with the provisions of the Master Trust Agreement.
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.
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxx
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Xxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxxx /s/ Xxx X. Xxxxxxx
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Xxxx X. Xxxxxxxx Xxx X. Xxxxxxxx
/s/ Xxxx Xxxxx /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxx Xxxxx Xxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
