TRUST FOR CREDIT UNIONS
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST
AMENDMENT NO. 1 to the Agreement and Declaration of Trust of the TRUST FOR
CREDIT UNIONS (the "Trust") dated September 24, 1987 as amended and restated
through December 1, 1987 (the "Agreement") as of this 20th day of April, 1988.
WHEREAS, Section 7.3 of the Agreement provides that the Agreement may be
amended at any time so long as such Amendment is not in contravention of
applicable law, including the Investment Company Act of 1940, as amended (the
"1940 Act"), by an instrument in writing signed by a majority of the then
Trustees (or by an officer of the Trust pursuant to the vote of a majority of
such Trustees).
WHEREAS, the Trust presently consists of two Sub-Trusts of shares,
WHEREAS, all the Trustees of the Trust desire to amend the Agreement to
provide the Trustees with the power to appoint a dividend committee consisting
of one or more Trustees.
NOW, THEREFORE, all the Trustees of the Trust hereby declare:
1. That the first paragraph of Section 3.2 of the Agreement and
Declaration of Trust as heretofore in effect is amended to read as follows:
Section 3.2 POWERS AND TRUSTEES. Subject to the provisions of this
Declaration of Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient to carry out
that responsibility and the purpose of the Trust. Without limiting the
foregoing, the Trustees may adopt By-Laws not inconsistent with this Declaration
of Trust providing for the conduct of the business and affairs of the Trust and
may amend and repeal them to the extent that such By-Laws do not reserve that
right to the Unitholders; they may from time to time in accordance with the
provisions of Section 4.1 hereof establish separate Series, each such Series to
operate as a separate distinct investment medium and with separately defined
investment objectives and policies and distinct investment purposes, and the
assets belonging to each such Series to be held (subject to the liabilities
belonging to such Series) in a separate and distinct Sub-Trust; they may as they
consider appropriate elect and remove officers and appoint and terminate agents
and consultants and hire and terminate employees, any one or more of the
foregoing of whom may be a Trustee, and may provide for the compensation of all
of the foregoing; they may appoint from their own number, and terminate, any one
or more
committees consisting of two or more Trustees, except that a dividend committee
may consist of one or more Trustees, including without implied limitation an
executive committee, which may, when the Trustees are not in session and subject
to the 1940 Act, exercise some or all of the power and authority of the Trustees
as the Trustees may determine; in accordance with Section 3.3 they may employ
one or more Advisers, Administrators, Depositories and Custodians and may
authorize any Depository or Custodian to employ subcustodians or agents and to
deposit all or any part of such assets in a system or systems for the central
handling of securities and debt instruments or the recording of ownership of
securities in book entry form, retain transfer, dividend, accounting or
Unitholder servicing agents or any of the foregoing, provide for the
distribution of Units by the Trust through one or more distributors, principal
underwriters or otherwise, set record dates or times for the determination of
Unitholders or various of them with respect to various matters; they may
compensate or provide for the compensation of the Trustees, officers, advisers,
administrators, custodians, other agents, consultants and employees of the Trust
or the Trustees on such terms as they deem appropriate; and in general they may
delegate to any officer of the Trust, to any committee or the Trustees and to
any employee, adviser, administrator, distributor, depository, custodian,
transfer and dividend disbursing agent, or any other agent or consultant of the
Trust such authority, powers, functions and duties as they consider desirable or
appropriate for the conduct of the business and affairs of the Trust, including
without implied limitation the power and authority to act in the name of the
Trust and of the Trustees, to sign documents and to act as attorney-in-fact for
the Trustees.
The undersigned being a majority of the Trustees of the Trust, pursuant to
the authorization described above, hereby certify that the Amendment set forth
above has been duly adopted in accordance with the provisions of the Agreement
and Declaration of Trust.
This Agreement may be executed in counterparts, each of which shall be an
original, but all of which shall constitute one and the same instrument.
WITNESS my hand and seal as of the 20th day of April, 1988.
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Eq Xxxxxxx, Jr.
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