I:\NSAR Attachments\N4H9\10.31.06\MTA Amendment No. 5.DOC
XXXXX XXXXXX OREGON MUNICIPALS FUND
AMENDMENT NO. 5
TO
MASTER TRUST AGREEMENT
AMENDMENT NO. 6 to the Master Trust Agreement dated as of
March 10, 1994 (as amended to date, the "Agreement") of Xxxxx
Xxxxxx Oregon Municipals Fund (the "Trust"), made as of the 15th
day of March 2006.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Agreement provides
that the Agreement may be amended at any time, so long as such
amendment does not materially 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; and
WHEREAS, the Trustees have the authority under Section 4.1
of the Agreement to issue classes of shares (as defined in the
Agreement) of any Sub-Trust (as defined in the Agreement) or
divide the shares of any Sub-Trust into classes, each class
having such different dividend, liquidation, voting and other
rights as the Trustees may determine, and to establish and
designate the specific classes of shares of each Sub-Trust; and
WHEREAS, a majority of the Trustees voted to change the name
of the Trust to "Xxxx Xxxxx Partners Oregon Municipals Fund",
such change to be effective April 7, 2006; and
WHEREAS, a majority of the Trustees voted, effective April
7, 2006, to change the name of the sole Sub-Trust of the Trust to
Xxxx Xxxxx Partners Oregon Municipals Fund;
WHEREAS, the undersigned has been duly authorized by the
Trustees to execute and file this Amendment No. 5 to the
Agreement;
NOW, THEREFORE, effective April 7, 2006, the Agreement is
hereby amended as follows:
1. Article I, Section 1.1 of the Agreement is hereby deleted
and replaced with the following:
Section 1.1 Name. This Trust shall be known as
"Xxxx Xxxxx Partners Oregon Municipals Fund" and the
Trustees shall conduct the business of the Trust under
that name or any other name or names as they may from
time to time determine.
2. The first paragraph of Article IV, Section 4.2 of the
Agreement is hereby amended to read in pertinent part as follows:
"Section 4.2 Establishment and Designation of
Sub-Trusts. Without 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: "Xxxx Xxxxx
Partners Oregon Municipals Fund", which shall
consist of five classes designated as Class
A, Class B, Class C, 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:"
.
IN WITNESS WHEREOF, the undersigned has hereto set his hands
as of the day and year first above written.
XXXXX XXXXXX OREGON MUNICIPALS FUND
By:
______________________________
_
Name: Xxxxxxx Xxxxx
Title: Assistant Secretary
