Exhibit (a)1.2
XXXXX XXXXXXX INVESTMENT COMPANY
AMENDMENT TO AMENDED AND RESTATED MASTER TRUST AGREEMENT
Regarding Designations of Sub-Trusts
and Classes of Shares
AMENDMENT NO. 1 to the Amended and Restated Master Trust Agreement dated
August 19, 2002 (referred to herein as the "Agreement"), done this 8th day of
October 2002, 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, authorize the designation of classes of shares and fix the
rights and preferences of the shares thereof as set forth herein.
Establishment and Designation of Sub-Trusts and Classes.
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 one additional
sub-trust which is designated the "Xxxxxxx Multi-Manager Principal Protected
Fund" (the "New Fund"). The shares of such sub-trust shall be divided into Class
A Shares, Class B Shares and Class C Shares. The 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.
In furtherance thereof, the Trustees direct that new Class A Shares, Class
B Shares and Class C Shares of the New Fund 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 B and Class C 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 A Share, Class B Share and Class C 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 A, Class B and Class C Share of the 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 A, Class B and Class C Share of the 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 A, Class B and Class C
Share of the 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 the Sub-Trust may differ at certain
times;
- each Class A, Class B and Class C Share of the 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 A, Class B and Class C Share of the 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 the 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 A, Class B and Class C Share of the Sub-Trust will have a
different class designation from any other Class of that Sub-Trust;
and
- each Class A, Class B and Class C Share of the 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 Amended and Restated 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/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Trustee Xxxx X. Xxxxxxxx, Trustee
/s/ Xxxx Xxxxx, PhD /s/ Xxxxxxx X. Xxxxxx
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Xxxx Xxxxx, PhD, Trustee Xxxxxxx X. Xxxxxx, Trustee
/s/ Xxxxxxxxxx Xxxxx /s/ Xxx X. Xxxxxxxx
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Xxxxxxxxxx Xxxxx, Trustee Xxx X. Xxxxxxxx, Trustee
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxx, Trustee Xxxxxxx X. Xxxxxxxx, Trustee
/s/ Xxxxxxx X. Xxxxxxxx, Xx. /s/ Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxxx, Xx., Trustee Xxxxx X. Xxxxxx, Trustee
