EXHIBIT-(a)1.6
XXXXX XXXXXXX INVESTMENT COMPANY
AMENDMENT TO AMENDED AND RESTATED MASTER TRUST AGREEMENT
Regarding Designations of Sub-Trusts, Classes of Shares
and Reorganizations of Sub-Trusts
AMENDMENT NO. 5 to the Amended and Restated Master Trust Agreement dated
August 19, 2002 (referred to herein as the "Agreement"), done this 24th day of
August, 2004, by the Trustees under such Agreement.
WITNESSETH:
WHEREAS, Section 4.1 of the Agreement provides the Trustees shall have
exclusive power without the requirement of shareholder approval to
establish and designate such separate and distinct Sub-Trusts, and to fix
and determine the relative rights and preferences as between the shares of
the separate Sub-Trusts; and
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; and
WHEREAS, the Trustees desire to restate Section 7.2 of the Agreement;
NOW, THEREFORE, the Trustees hereby (i) 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 and (ii) restate
Section 7.2 of the Agreement as set forth below.
Amendment of the Amended and Restated 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 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, the Amended and
Restated Master Trust Agreement is amended as set forth below:
Section 4.2 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 Sub-Trusts, and without
affecting the rights and preferences of any existing Sub-Trust or class of any
existing Sub-Trust, the Trustees hereby establish and designate four additional
Sub-Trusts which are designated the "2010 Strategy Fund," "2020 Strategy Fund,"
"2030 Strategy Fund" and "2040 Strategy Fund." The shares of such Sub-Trust
shall be divided into Class D Shares, Class E Shares and Class S Shares. The
Sub-Trust shall have all the relative rights and preferences granted by the
Agreement to the existing Sub-Trusts including those listed in Section 4.2 of
the Agreement.
In furtherance thereof, the Trustees direct that new Class D Shares, Class
E Shares and Class S Shares 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 s set forth in the Amended and Restated Master Trust Agreement.
Section 7.2 Reorganization. The Trustees may sell, convey, merge and
transfer the assets of the Trust, or the assets belonging to any one or more
Sub-Trusts, to another trust, partnership, association or corporation organized
under the laws of any state of the United States, or to the Trust to be held as
assets belonging to another Sub-Trust of the Trust, in exchange for cash, shares
or other securities (including, in the case of a transfer to another Sub-Trust
of the Trust, Shares of such other Sub-Trust) with such transfer either (1)
being made subject to, or with the assumption by the transferee of, the
liabilities belonging to each Sub-Trust the assets of which are so transferred,
or (2) not being made subject to, or not with the assumption of, such
liabilities. No assets belonging to any particular Sub-Trust existing as of the
date of this Amendment No. 4 shall be so transferred unless the terms of such
transfer shall have first been approved at a meeting called for that purpose by
the affirmative vote of the holders of a majority of the outstanding voting
Shares, as defined in the 1940 Act, of that Sub-Trust. Subject to the
requirements of the 1940 Act, assets belonging to any particular Sub-Trust
established and designated subsequent to the date of this Amendment No. 4 may be
so transferred without the requirement of Shareholder approval at any time by
vote of a majority of the Trustees or written instrument executed by a majority
of their number then in office. Following such transfer, the Trustees shall
distribute such cash, shares or other securities (giving due effect to the
assets and liabilities belonging to and any other differences among the various
Sub-Trusts the assets belonging to which have so been transferred) among the
Shareholders of the Sub-Trust the assets belonging to which have been so
transferred; and if all of the assets of the Sub-Trust have been so transferred,
the Sub-Trust shall be terminated.
The Trust, or any one or more Sub-Trusts, may, either as the successor,
survivor or non-survivor, (1) consolidate with one or more other trusts,
partnerships, associations or corporations organized under the laws of the
Commonwealth of Massachusetts or any other state of the
United States, to form a new consolidated trust, partnership, association or
corporation under the laws of which any one of the constituent entities is
organized, or (2) merge into one or more other trusts, partnerships,
associations or corporations organized under the laws of the Commonwealth of
Massachusetts or any other state of the United States, or have one or more such
trusts, partnerships, associations or corporations merged into it, any such
consolidation or merger to be upon such terms and conditions as are specified in
an agreement and plan of reorganization entered into by the Trust, or one or
more Sub-Trusts as the case may be, in connection therewith. The terms "merge"
or "merger" as used herein shall also include the purchase or acquisition of any
assets of any other trust, partnership, association or corporation which is an
investment company organized under the laws of the Commonwealth of Massachusetts
or any other state of the United States. Any such consolidation or merger shall
require the affirmative vote of the holders of a majority of the outstanding
voting Shares, as defined in the 1940 Act, of each Sub-Trust existing as of the
date of this Amendment No. 4 which may reasonably be foreseen to be materially
adversely affected thereby. Any such consolidation or merger of any Sub-Trust
established and designated subsequent to the date of this Amendment No 4 may be
authorized without the requirement of Shareholder approval at any time by vote
of a majority of the Trustees or written instrument executed by a majority of
their number then in office. The Trustees shall provide notice to affected
Shareholders of a reorganization effected under this Section 7.2.
The undersigned hereby certify that the Amendment set forth above has been
duly adopted in accordance with the provisions of the Amended and Restated
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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