EXHIBIT 1(l)
XXXXX XXXXXXX INVESTMENT COMPANY
AMENDMENT TO MASTER TRUST AGREEMENT
Regarding establishment of classes
AMENDMENT NO. 11 to the Amended Master Trust Agreement dated July 26, 1984
(referred to herein as the "Agreement"), done this 3rd day of June, 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 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 establish and designate the following
classes of shares, and fix the rights and preferences of the shares thereof
as set forth herein.
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) redesignate Class C as Class E with respect to the
Diversified Equity Fund, Special Growth Fund, Equity Income Fund, Quantitative
Equity Fund, Diversified Bond Fund, Volatility Constrained Bond Fund,
Multistrategy Bond Fund, International Securities Fund, Real Estate Securities
Fund and Emerging Markets Fund (each, a "Xxxxxxx Fund"); (ii) establish and
designate a new Class C for each Xxxxxxx Fund and the Aggressive Strategy Fund,
Balanced Strategy Fund, Moderate Strategy Fund, Conservative Strategy Fund and
Equity Balanced Strategy Fund; (iii) establish and designate a new Premier
Advisor 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"); (iv) establish and designate a
new Class Y for each Institutional Fund; (v) establish and designate a new
Premier Institutional Class for each Institutional Fund; and (vi) redesignate
the existing shares of the Institutional Funds as Class I.
In furtherance thereof, the Trustees direct that new Class C, Class E, Premier
Advisor Class, Class Y, Premier Institutional Class, and Class I 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, Class E and Premier Institutional Class 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, Premier Advisor Class, Class Y, Premier
Institutional Class and Class I 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, Premier Advisor Class, Class Y, Premier
Institutional Class and Class I 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, Premier
Advisor Class, Class Y, Premier Institutional Class and Class I 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, Premier Advisor Class, Class Y, Premier
Institutional Class and Class I 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, Premier Advisor Class, Class Y, Premier
Institutional Class and Class I 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, Premier Advisor Class, Class Y, Premier
Institutional Class and Class I 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, Premier Advisor Class, Class Y, Premier
Institutional Class and Class I 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
-------------------------------- ---------------------------------
Xxxx X. Xxxxxxxx Xxx X. Xxxxxxxx
/s/ Xxxx Xxxxx /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxx Xxxxx Xxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
