EXHIBIT 1(n)
XXXXX XXXXXXX INVESTMENT COMPANY
AMENDMENT TO MASTER TRUST AGREEMENT
and
ESTABLISHMENT OF CLASSES
AMENDMENT NO. 13 to the Amended Master Trust Agreement dated July 26, 1984
(referred to herein as the "Agreement"), done this 9th day of November, 1998, 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 redesignate certain sub-trusts and to
establish and designate additional 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 to redesignate a class
of shares of certain 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 redesignate the following sub-trusts
and establish and designate the following classes of shares, and fix the
rights and preferences of the shares thereof as set forth herein.
Redesignation of Sub-Trusts.
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
effecting rights and preferences of the twenty-eight existing sub-trusts, the
Trustees hereby (i) redesignate the sub-trust named "Fixed Income II" to be
named "Short-Term Bond" and (ii) redesignate the sub-trust named "Limited
Volatility Tax Free" to be named "Tax Exempt Bond."
Establishment and Designation of Classes of Sub-Trusts.
Pursuant to the authority of the Trustees set forth in Section 4.1 of the
Agreement to establish and designate Sub-Trusts and Classes of Sub-Trusts, and
without affecting the rights and preferences of existing Sub-Trusts, the
Trustees hereby (i) establish and designate a new Class C for the Fixed Income
II Fund (which has been redesignated, above, as the Short-Term Bond Fund); (ii)
redesignate the Premier Advisor Class as the Premier Class for the Equity I
Fund, Equity II Fund, Equity III Fund, Equity Q Fund, International Fund, Fixed
Income I Fund, Fixed Income II Fund and Fixed Income III Fund (each, an
"Institutional Fund"); (iii) redesignate the Premier Institutional Class as
Class E of the Institutional Funds.
In furtherance thereof, the Trustees direct that new Class C, Class E, and
Premier Class Shares of each Sub-Trust 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 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 C or Class E 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 C, Class E, or Premier Class 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 C, Class E, and Premier Class Share 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 C, Class E, and Premier
Class Share 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 C, Class E, and Premier Class Share 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 C, Class E, and Premier Class Share 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 C, Class E, and Premier Class Share of a Sub-Trust will
have a different class designation from any other Class of that Sub-
Trust; and
- each Class C, Class E, and Premier Class Share 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.
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxx
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Xxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxxx /s/ Xxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx Xxx X. Xxxxxxxx
/s/ Xxxx Xxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxx Xxxxx Xxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
