Exhibit (a)1.4
XXXXX XXXXXXX INVESTMENT COMPANY
AMENDMENT TO AMENDED AND RESTATED MASTER TRUST AGREEMENT
Regarding designations of Sub-Trusts and Shares
and the merger of certain Sub-Trusts
AMENDMENT NO. 3 to the Amended and Restated Master Trust Agreement dated August
19, 2002 (referred to herein as the "Agreement"), adopted the 20th day of May,
2003, by the Trustees under such Agreement, and effective upon the certification
and filing of this Amendment as provided herein.
WITNESSETH:
WHEREAS, Section 4.1 of the Agreement authorizes the Trustees to
establish and designate such separate and distinct Sub-Trusts of the
Trust as they deem necessary or desirable; and
WHEREAS, the Trustees wish to provide for the redesignation of the name
of each of the Equity III and Equity Income Fund Sub-Trusts, and have
determined that such renaming of the Sub-Trusts will not adversely
impact the Shareholders of such Sub-Trusts; and
WHEREAS, the Trustees propose that such redesignation 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-Trusts; and
WHEREAS, the Trustees have recommended that Shareholders of each of the
Equity III and Equity Income Funds Sub-Trusts adopt an Agreement and
Plan of Reorganization, providing for the reorganization of each of the
Equity III and Equity Income Funds Sub-Trusts into the Select value
Fund Sub-Trust, the termination of each of the Equity III and Equity
Income Funds Sub-Trusts, and the implementation of further actions
consistent therewith;
NOW, THEREFORE, the Trustees hereby amend the Agreement as set forth
below to redesignate the name of certain Sub-Trusts and redesignate the
name of certain Shares issued thereunder, 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:
Effective upon the merger of each of the Equity III Fund and Equity Income Fund
into the Select Value Fund pursuant to an Agreement and Plan of Reorganization
approved in accordance with the terms and the conditions of the Agreement, 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, Article IV is amended
to delete each of the following names "Equity III Fund" and "Equity Income Fund"
in each place where such names shall appear."
The undersigned hereby certifies that the Amendment set forth above has been
duly adopted in accordance with the provisions of the Amended and Restated
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/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Baxger /s/ Xxxxxxxxxx Xxxxx
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Xxxxxxx X. Xxxxxx Xxxxxxxxxx Xxxxx
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx Xxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx, Xx. /s/ Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxxx, Xx. Xxxxx X. Xxxxxx