Exhibit (a)1.20
XXXXX XXXXXXX INVESTMENT COMPANY
AMENDMENT TO MASTER TRUST AGREEMENT
Regarding Designations of Sub-Trusts
and Classes of Shares
AMENDMENT NO. 19 to the Amended Master Trust Agreement dated July 26, 1984
(referred to herein as the "Agreement"), done this 22nd day of November, 1999,
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 and classes thereof 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.
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 performances of any existing sub-trust or class
of any existing sub-trust, the Trustees hereby establish and designate a new
Class A for the Diversified Equity, Special Growth, Equity Income, Quantitative
Equity, International Securities, Emerging Markets, Real Estate Securities,
Short Term Bond, Diversified Bond, Multistrategy Bond, Tax-Managed Large Cap
(formerly Equity T), Tax-Managed Small Cap, Tax Exempt Bond, Equity Aggressive
Strategy, Aggressive Strategy, Balanced Strategy, Moderate Strategy,
Conservative Strategy, Tax-Managed Global Equity, Tax-Managed Aggressive
Strategy, Tax-Managed Moderate Strategy and Tax-Managed Conservative Strategy
Funds (the "Class A Funds").
In furtherance thereof, the Trustees direct that new Class A Shares of the Class
A Funds 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 applicable 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 the applicable Sub-Trust, except
that:
- each Class A 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 A 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 A 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 A 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 A 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 A 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 A Share of a Sub-Trust will have a different class
designation from any other Class of that Sub-Trust; and
- each Class A 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/ ELEANORW. XXXXXX
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/S/ XXXX X. XXXXXXXX /S/ XXX X. XXXXXXXX
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/S/ XXXX XXXXX /S/ XXXXXXX X. XXXXXX
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