XXXXX FUNDS
AMENDMENT NO. 2 TO MASTER TRUST AGREEMENT
AMENDMENT No. 2 to the Restated Master Trust Agreement of XXXXX FUNDS,
dated February 9, 1996, made at Houston, Texas as of this 29th day of
January, 1997 by the Trustees hereunder.
WITNESSETH:
WHEREAS, Section 7.3 of the Restated Master Trust Agreement dated
February 9, 1996 (the "Agreement"), of Xxxxx Funds (the "Trust") provides
that the Agreement may be amended at any time, so long as such amendment
does not adversely affect the rights of any shareholder with respect to
which such amendment is or purports to be applicable and so long as such
amendment is not in contravention of applicable law, including the
Investment Company Act of 1940, by an instrument in writing, signed by an
officer of the Trust pursuant to a vote of a majority of the Trustees of
the Trust; and
WHEREAS, a majority of the Trustees of the Trust desire to amend the
Agreement to add a new Sub-Trust in addition to the three Sub-Trusts
previously established and designated under the Trust; and
WHEREAS, a majority of the Trustees of the Trust have duly adopted the
amendment on January 29, 1997 to the Agreement shown below and authorized
the same to be filed with the Secretary of State of the Commonwealth of
Massachusetts;
NOW, THEREFORE,
The undersigned Xxxxxx X. Xxxxx, the duly elected and serving President
of the Trust, pursuant to the authorization described above, hereby amends
Section 4.2 of the Master Trust Agreement, as heretofore in effect, to read
as follows:
Section 4.2 Establishment and Designation of Sub-Trusts. Without
limiting the Trustees' authority to establish any further Sub-Trusts
pursuant to Section 4.1, the Trustees hereby establish the following
Sub-Trusts: Xxxxx U.S. Government Total Return Bond Fund; Xxxxx Short-Term
U.S. Government Bond Fund; Xxxxx Intermediate Term U.S. Government Bond
Fund and Xxxxx Headstone Index Fund. Each Sub-Trust, except the Xxxxx
Headstone Index Fund, shall consist of four classes of Shares based upon
differences in the manner in which such Shares are distributed and in the
related services provided to shareholders of each such class as follows:
(i) the No Load Class shall be distributed at the net asset value of the
Sub-Trust's Shares with no sales charges; (ii) Class A shares shall be
subject to a front end sales load as determined by the Board of Trustees;
(iii) Class B shares shall be subject to a Contingent Deferred Sales Charge
("CDSC") as determined by the Board of Trustees; and (iv) Class C shares
shall be subject to an ongoing trail commission paid to the broker of
record as determined by the Board of Trustees. The Xxxxx Headstone Index
Fund shall consist of three classes of shares: (i) The No Load Class shall
be distributed at the net asset value of the Sub-Trust's Shares with no
sales charges; (ii) Class A shares shall be subject to a front end sales
load as determined by the Board of Trustees; (iii) Class B shares shall be
subject to a Contingent Deferred Sales Charge ("CDSC") as determined by the
Board of trustees.
WITNESS my hand and seal this 30th day of January, 1997.
/s/ Xxxxxx X. Xxxxx
___________________________________________
Xxxxxx X. Xxxxx, President
S E A L
STATE OF TEXAS )
)ss
COUNTY OF XXXXXX )
Then personally appeared the above-name Xxxxxx X. Xxxxx and
acknowledged this instrument to be his free act and deed this 30th day of
January, 1997.
/s/ Xxxxx Xxxxxx
___________________________________
Notary Public
My Commission expires: August 29, 1999
S E A L
