Exhibit (a)1.22
XXXXX XXXXXXX INVESTMENT COMPANY
AMENDMENT TO MASTER TRUST AGREEMENT
Regarding Designations and Redesignations of
Classes of Shares
AMENDMENT NO. 21 to the Amended Master Trust Agreement dated July 26, 1984
(referred to herein as the "Agreement"), done this 27/th/ day of October, 2000,
by the Trustees under such Agreement.
WITNESSETH:
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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, Designation of Classes and Redesignation and Elimination of
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Classes.
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Without limiting the authority of the Trustees set forth in Section 4.1 of
the Agreement to establish and designate any further classes of 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 a new
Class I and a new Class Y for the sub-trusts designated the "Tax-Managed
Overseas Equity Fund," "Select Value Fund," and "Select Growth Fund" (the "New
Funds").
Without limiting the authority of the Trustees set forth in Section 4.1 of
the Agreement to establish and designate any further classes of any sub-trusts,
and without affecting the rights and performances of any existing sub-trust or
class of any existing sub-trust, the Trustees hereby (i) redesignate Class I as
Class S with respect to the Money
Market Fund and Tax Free Money Market Fund (the "Money Funds") and (ii)
eliminate the existing Class S, thereby reversing the previous redesignation of
then-existing Class S as Class I and creation of a new Class S with respect to
the Money Funds that was accomplished by Amendment No. 20 to the Agreement, done
August 7, 2000.
In furtherance thereof, the Trustees direct that (i) new Class I Shares and
Class Y Shares of each 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 I and Class Y 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 I and Class Y 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 I and Class Y 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;
- each Class I and Class Y 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 I and Class Y 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 I and Class Y Share of a Sub-Trust will have a different
class designation from any other Class of that Sub-Trust; and
- each Class I and Class Y 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.
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