EXHIBIT 1(A)
XXXXXXX INSURANCE FUNDS
AMENDMENT TO MASTER TRUST AGREEMENT
Regarding the designation of Trustees Emeritus
and the duties and responsibilities thereof
AMENDMENT NO. 1 to the Amended Master Trust Agreement dated July 11, 1996
(referred to herein as the "Agreement"), adopted the 5th day of October 1998, by
the Trustees under such Agreement, and effective upon the certification and
filing of this Amendment as provided herein.
WITNESSETH:
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WHEREAS, Section 3.1 of the Agreement provides for the number, designation,
election and other matters pertaining to the Trustees of the Trust; and
WHEREAS, the Trustees wish to provide a means to permit the Board of
Trustees to obtain access to the advice and experience of a former member
of the Board of Trustees upon the conclusion of the service as Trustee of
such a former Trustee; and
WHEREAS, the Trustees have been advised that to meet certain requirements
applicable to the Trust under Federal securities laws Xx. Xxxxxx X.
Xxxxxxx, Xx. will not be standing for re-election as a Trustee at the next
meeting of the shareholders of the Trust;
WHEREAS, the Trustees have been advised that Xx. Xxxxxxx has agreed to make
his experience and judgment available to the Board of Trustees upon such
terms as it may choose;
WHEREAS, Section 7.3 of the Agreement provides authority for the Amendment
of the Agreement by the Trustees;
NOW, THEREFORE, the Trustees hereby amend the Agreement as set forth below
to designate the position of Trustee Emeritus, and to provide for such
further actions as are necessary and appropriate in furtherance thereof.
Amendment of the Master Trust Agreement.
Without affecting the rights and preferences of any presently issued and
outstanding shares of interest in the Trust, the Agreement is hereby amended as
follows:
1. Effective upon the filing of this Amendment in the minute books of the Trust
by the Secretary of the Trust, and the filing of this Amendment with appropriate
authorities of the Commonwealth of Massachusetts and the State of Washington,
the Master Trust Agreement is amended as set forth below:
(a) Article I is amended to add, immediately following Section 1.2(i), a
new Section 1.2(j) as set forth below:
"Trustee Emeritus" refers to each person elected to that office from
time to time by the Trustees of the Trust, and serving as same.
(b) Article III is amended to add, immediately following Section 3.1(h), a
new Section 3.1(i) as set forth below:
Any natural person qualified to hold the office of Trustee under this
Agreement who is not then a Trustee may be elected by a majority of
the Trustees then in office to serve as Trustee Emeritus for one year,
or such other term as may be specified by the Board (which period
shall not extend beyond such time as the members of such Board next
stand for election as Trustees). A Trustee Emeritus shall be subject
to removal by the Board from time to time with or without cause. A
Trustee Emeritus shall be given notice of each meeting of the Board of
Trustees in the same manner as each regular Trustee then in office,
shall be entitled to attend and participate in discussions at each
meeting of the Board, and shall be provided with such records of the
Trust as are made available to each Trustee. A Trustee Emeritus may
serve as a member of a committee of the Board upon appointment as such
by the Board, and may hold such executive or other office as the Board
may provide. Notwithstanding the foregoing, no Trustee Emeritus may
vote at any meeting of the Board, or of any committee of the Board, or
direct the vote of any Trustee at same. A Trustee Emeritus shall not
be held responsible by virtue of service as a Trustee Emeritus, either
at law or in equity, for any action or failure to act of the Trust, or
of the Board of Trustees or any committee thereof. A Trustee Emeritus
who is not an interested person of the Trust may receive such fees and
reimbursement of expenses as are authorized for payment to each
Trustee who is not an interested person of the Trust.
(c) Article VI is amended to add, immediately following the term "Trustee"
in each place where the term Trustee shall appear, the term "Trustee Emeritus."
2. Effective upon the completion of the service of Xx. Xxxxxx X. Xxxxxxx, Xx.
as a Trustee of the Trust, he is hereby elected as Trustee Emeritus, to serve as
same until the first meeting of the Board of Trustees to occur following the
next election by shareholders at which Trustees are elected. To provide for
continuity of service and the effective conduct of the business of the Board of
Trustees, Xx. Xxxxxxx shall continue to be designated as the Chairman of the
Board of Trustees, and shall supervise the conduct of the meetings of the Board.
The undersigned hereby certify that the Amendment set forth above has been duly
adopted in accordance with the provisions of the Master Trust Agreement, and
shall become effective on the designated effective date and year set forth
hereinabove.
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, Xx.
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Xxxx Xxxxx Xxxxxx X. Xxxxxxx, Xx.
/s Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
