EXHIBIT 1(j)
XXXXX XXXXXXX INVESTMENT COMPANY
AMENDMENT TO MASTER TRUST AGREEMENT
Regarding record dates and reorganizations
AMENDMENT NO. 9 to the Amended Master Trust Agreement dated July 26, 1984
(referred to herein as the "Agreement"), adopted the 27th day of April, 1998, by
the Trustees under such Agreement.
WITNESSETH:
WHEREAS, Section 5.3 of the Agreement authorizes the Trustees to determine
a record date for any meeting of Shareholders of the Trust or of a Sub-
Trust under such Agreement; and
WHEREAS, the Trustees wish to provide for increased efficiency in
connection with the designation of record dates for Shareholder meetings,
so as to provide adequate time for the organization of the business to be
considered at any meeting of the Shareholders of a Trust or a Sub-Trust;
and
WHEREAS, Section 7.2 of the Agreement provides authority for the
reorganization of the assets of a Sub-Trust of the Trust; and
WHEREAS, the Trustees wish to clarify the voting rights of Shareholders
with respect to a proposed reorganization pursuant to Section 7.2 of the
Agreement; and
WHEREAS, Section 7.3 of the Agreement provides that a majority of the
Trustees in office may act to amend the Agreement without Shareholder
approval so long as such amendment does not adversely affect the rights of
any Shareholder;
NOW, THEREFORE, the Trustees hereby amend the Agreement as set forth below
to provide additional time for the organization of meetings, and to
determine the Shareholders entitled to vote with respect to reorganization
of a Sub-Trust.
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. Article V is amended to delete the present language of Section 5.3, and add
in place thereof the following Section 5.3:
"Section 5.3 Record Dates. (a) For the purpose of determining the
Shareholders who are entitled to vote or act at any meeting or any
adjournment thereof, or for the purpose of any other action, the Trustees
may, from time to time, close the transfer books for such period, not
exceeding thirty days (except at or in connection with the termination of
the Trust), as the Trustees may determine; or without closing the transfer
books the Trustees may fix a date and time not more than ninety days prior
to the date of any meeting of Shareholders or other action as the date and
time of record for the determination of Shareholders entitled to vote at
such meeting or any adjournment thereof held not more than one hundred and
twenty days after such record date, or to be treated as Shareholders of
record for purposes
of such other action, and any Shareholder who was a Shareholder at the date
and time so fixed shall be entitled to vote at such meeting or any
adjournment thereof or to be treated as a Shareholder of record for
purposes of such other action, even though he has since that date and time
disposed of his Shares, and no Shareholder becoming such after that date
and time shall be so entitled to vote at such meeting or any adjournment
thereof or to be treated as a Shareholder of record for purposes of such
other action.
(b) For the purpose of determining the Shareholders who are entitled to
participate in any dividend or distribution, the Trustees may, form time to
time, close the transfer books for such period, not exceeding thirty days
(except at or in connection with the termination of the Trust), as the
Trustees may determine; or without closing the transfer books the trustees
may fix a date and time not more than sixty days prior to the date of any
dividend or distribution as the date and time of record for the
determination of Shareholders entitled to be treated as Shareholders of
record for purposes of such dividend or distribution as the date and time
of record for the determination of Shareholders entitled to be treated as
Shareholders of record for purposes of such dividend or distribution, even
though he has since that date and time disposed of his Shares, and no
Shareholder becoming such after that date and time shall be so entitled to
be treated as a Shareholder of record for purposes of such dividend or
distribution."
2. Article VII is amended by the insertion of the following text (underlined
herein solely for the purpose of identification), in the final sentence of the
second paragraph of Section 7.2:
"Any such consolidation or merger shall require the affirmation vote of the
holders of a majority of the outstanding voting Shares, as defined in the
1940 Act, of each Sub-Trust which may reasonably be foreseen to be
materially adversely affected thereby."
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
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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
