Exhibit (a)1.24
XXXXX XXXXXXX INVESTMENT COMPANY
AMENDMENT TO MASTER TRUST AGREEMENT
Regarding Designations of Sub-Trusts
and Classes of Shares
AMENDMENT NO. 23 to the Amended Master Trust Agreement dated July 26, 1984
(referred to herein as the "Agreement"), done this 25th day of February, 2002,
by the Trustees under such Agreement.
WITNESSETH:
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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.
Establishment and Designation of Sub-Trusts and Classes.
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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 I and Class Y for the Real Estate Securities Fund and the Short Term
Bond Fund.
In furtherance thereof, the Trustees direct that new Class I and Class Y
Shares of the Real Estate Securities Fund and the Short Term Bond 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 that 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 such Sub-Trust, except that:
- each Class B and Class C Share offered in connection with a
distribution plan pursuant to Rule 12b-1 of the Investment
Company Act of 1940, as amended ("Distribution Plan") will
bear, as a charge against distributable income or gains or as
a reduction in interest, certain fees under its Distribution
Plan and will have exclusive voting rights on matters
pertaining to the Distribution Plan of the Class and any
related agreements;
- each Class A Share, Class B Share, Class C Share and Class E
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, Class B, Class C, Class E, Class I and Class S
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, Class B, Class C, Class E, Class I and Class S
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, Class B,
Class C, Class E, Class I and Class S 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, Class B, Class C, Class E, Class I and Class S
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, Class B, Class C, Class E, Class I and Class S
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, Class B, Class C, Class E, Class I and Class S
Share of a Sub-Trust will have a different class designation
from any other Class of that Sub-Trust; and
- each Class A, Class B, Class C, Class E, Class I and Class S
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.
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/s/ Xxxxxxxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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