EXHIBIT-(a) 1.7
XXXXX XXXXXXX INVESTMENT COMPANY
AMENDMENT TO AMENDED AND RESTATED MASTER TRUST AGREEMENT
Regarding Designations of Sub-Trusts
and Classes of Shares
AMENDMENT NO. 6 to the Amended and Restated Master Trust Agreement dated
August 19, 2002 (referred to herein as the "Agreement"), done this 23rd day of
February, 2005, 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
Sub-Trusts and 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
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
Sub-Trusts, authorize the designation of classes of shares and fix the rights
and preferences of the shares thereof as set forth herein.
Section 4.2 Establishment and Designation of Sub-Trusts and Classes.
Without limiting the authority of the Trustees set forth in Section 4.1 of
the Agreement to establish and designate any further classes of any Sub-Trusts,
and without affecting the rights and preferences of any existing Sub-Trust or
class of any existing Sub-Trust, the Trustees hereby establish and designate a
new Class A and Class C for the 2010 Strategy Fund, 2020 Strategy Fund, 2030
Strategy Fund and 2040 Strategy Fund.
In furtherance thereof, the Trustees direct that new Class A Shares and
Class C Shares of the 2010 Strategy Fund, 2020 Strategy Fund, 2030 Strategy Fund
and 2040 Strategy Fund 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 the Sub-Trusts, 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 as set forth in the Amended and
Restated Master Trust Agreement.
The undersigned hereby certify that the Amendment set forth above has been
duly adopted in accordance with the provisions of the Amended and Restated
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.
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