XXXXX XXXXXX ADJUSTABLE RATE GOVERNMENT INCOME FUND
AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED
MASTER TRUST AGREEMENT
WHEREAS, Section 4.1 of the First Amended and Restated Master
Trust Agreement of Xxxxx Xxxxxx Adjustable Rate Government Income Fund
(the "Trust") dated November 5, 1992, as amended, authorizes the
Trustees of the Trust to issue classes of shares of any Sub-Trust or
divide the Shares of any Sub-Trust into classes, having different
dividend, liquidation, voting and other rights as the Trustees may
determine;
WHEREAS, the Trustees have previously established and designated
four classes of shares, Classes A, B, C, and D for the sole Sub-Trust of
the Trust: Xxxxx Xxxxxx Adjustable Rate Government Income Fund;
WHEREAS, a majority of the Trustees unanimously voted on September
7, 1994 to redesignate the existing Class C shares of the Sub-Trust as
Class Z shares, such change to be effective concurrently with the
effectiveness of the Supplement to the Prospectus of of the Sub-Trust
describing said Class Z shares;
WHEREAS, the Trustees unanimously voted on September 7, 1994 to
redesignate the existing Class D shares of the Sub-Trust as Class C
shares, such change to be effective concurrently with the effectiveness
of the Supplement to the Prospectus of the Sub-Trust describing said
Class C shares;
WHEREAS, the Trustees unanimously voted on September 7, 1994 to
establish and designate a new class of shares of the Sub-Trust as Class
Y shares.
NOW, THEREFORE, the undersigned Assistant Secretary of the Trust
hereby states as follows:
1. That, pursuant to the vote of the Trustees, (i) the existing
class of shares of the aforementioned Sub-Trust heretofore designated as
Class C shares be redesignated as Class Z shares of the Xxxxx Xxxxxx
Adjustable Rate Government Income Fund; and (ii) the existing class of
shares of the aforementioned Sub-Trust heretofore designated as Class D
shares be redesignated as Class C shares of the Xxxxx Xxxxxx Adjustable
Rate Government Income Fund; such changes to become effective
concurrently with the effectiveness of the Supplement to the Prospectus
of the Sub-Trust describing the redesignated Class Z and Class C shares.
Each such class of shares shall have the rights and preferences as set
forth in the Supplement to the Prospectus of the Sub-Trust dated
November 7, 1994, as such Prospectus may be further amended from time
to time.
2. That, pursuant to the vote of the Trustees, the
aforementioned Sub-Trust be divided into an additional class of shares
established and designated a Class Y shares. Such class of shares shall
have the rights and preferences as set forth in the Supplement to the
Prospectus of the Sub-Trust dated November 7, 1994, as such Prospectus
may be further amended from time to time.
IN WITNESS WHEREOF, the undersigned hereby sets his hand this 3rd
day of November, 1994.
XXXXX XXXXXX ADJUSTABLE RATE
GOVERNMENT INCOME FUND
/s/ Xxx X. Xxxxxxxxxx
By: Xxx X. Xxxxxxxxxx
Title: Assistant Secretary
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