XXXXX XXXXXX INCOME FUNDS
AMENDMENT NO. 6
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 6 to the First Amended and Restated Master
Trust Agreement dated as of November 5, 1992 (the "Agreement") of
Xxxxx Xxxxxx Income Funds (the "Trust"), made as of the 12th day
of June, 1998.
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, on May 15, 1998, a majority of the Trustees voted
to redesignate the existing "Class C" shares as "Class L" shares
for the following sub-trusts - Xxxxx Xxxxxx Diversified Strategic
Income Fund, Xxxxx Xxxxxx Municipal High Income Fund, Xxxxx
Xxxxxx High Income Fund, Xxxxx Xxxxxx Exchange Reserve Fund and
Xxxxx Xxxxxx Total Return Bond Fund; and
WHEREAS, on May 15, 1998, a majority of Trustees voted to
redesignate "Class C" shares as "Class O" shares for the
following sub-trusts - Xxxxx Xxxxxx Premium Total Return Fund,
Xxxxx Xxxxxx Balanced Fund and Xxxxx Xxxxxx Convertible Fund; and
WHEREAS, on May 15, 1998, a majority of Trustees voted to
establish a new class of shares designated as "Class L" shares
for the following Sub-Trusts - Xxxxx Xxxxxx Premium Total Return
Fund, Xxxxx Xxxxxx Balanced Fund and Xxxxx Xxxxxx Convertible
Fund; and
WHEREAS, the undersigned has been duly authorized by the
Trustees to execute and file this Amendment No. 6 to the
Agreement; and
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. 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: "Xxxxx Xxxxxx
Diversified Strategic Income Fund" and "Xxxxx Xxxxxx High Income
Fund" which shall consist of five classes of shares designated as
Class A, Class B, Class L, Class Y and Class Z shares; "Xxxxx
Xxxxxx Exchange Reserve Fund", "Xxxxx Xxxxxx Municipal High
Income Fund" and "Xxxxx Xxxxxx Total Return Bond Fund" which
shall consist of four classes of shares designated as Class A,
Class B, Class L, and Class Y shares; "Xxxxx Xxxxxx Premium Total
Return Fund" and "Xxxxx Xxxxxx Convertible Fund" which shall
consist of five classes of shares designated as Class A, Class B,
Class L, Class O, and Class Y shares; and Xxxxx Xxxxxx Balanced
Fund which shall consist of six classes of shares designated as
Class A, Class B, Class L, Class O, 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:"
The undersigned hereby certifies that the Amendment set
forth above has been duly adopted in accordance with the
provisions of the Agreement.
IN WITNESS WHEREOF, the undersigned has hereto set his
hands as of the day and year first above written.
XXXXX XXXXXX INCOME
FUNDS
By:
_____________________________
__
Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary
U:\LEGAL\FUND\SLIP\MISC\AMENDTRUST6
