XXXXXXX INVESTMENT COMPANY
AMENDMENT TO MASTER TRUST AGREEMENT
Regarding the Liquidation of Certain Sub-Trusts
AMENDMENT NO. 1 to the Second Amended and Restated Master Trust Agreement
dated October 1, 2008 (referred to herein as the Agreement), done this
24th day of October, 2008, by the Trustees under such Agreement.
WITNESSETH:
WHEREAS, the Trustees have recommended that the Shareholders of the Flex
Equity Fund Sub-Trust adopt an Agreement and Plan of Liquidation, providing
for the liquidation of the Flex Equity Fund Sub-Trust, and the
implementation of further actions consistent therewith;
WHEREAS, the Trustees propose that such liquidation shall be effective at
a date to be set by the officers of the Trust in consideration of the
revision of disclosure and other materials relating to such Sub-Trust; and
NOW, THEREFORE, the Trustees hereby the Trustees hereby make the following
revisions to the Agreement:
AMENDMENT OF ARTICLE IV
-- Without affecting the rights and preferences of any presently
issued and outstanding shares of interest in the Trust, effective upon the
liquidation of the Flex Equity Fund pursuant to an Agreement and Plan of
Liquidation approved in accordance with the terms and the conditions of the
Agreement, the filing of this Amendment with the appropriate authorities of
the Commonwealth of Massachusetts and the State of Washington, Article IV
is amended to delete each of the following names Flex Equity Fund in each
place where such name shall appear.
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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