XXXXX XXXXXX EQUITY FUNDS
AMENDMENT NO. 6
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST
AGREEMENT
AMENDMENT NO. 6 to the First Amended and Restated Master Trust
Agreement dated as of November 5, 1992 (the "Agreement") of Xxxxx Xxxxxx
Equity Funds (the "Trust"), made as of the 12th day of June, 1998.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Agreement provides that the
Agreement may be amended at any time, so long as such amendment does not
materially adversely affect the rights of any shareholder and so long as such
amendment is not in contravention of applicable law, including the Investment
Company Act of 1940, as amended, by an instrument in writing signed by an
officer of the Trust pursuant to a vote of a majority of the Trustees; and
WHEREAS, the Trustees have the authority under Section 4.1 of the
Agreement to issue classes of shares (as defined in the Agreement) of any Sub-
Trust (as defined in the Agreement) or divide the shares of any Sub-Trust into
classes, each class having such different dividend, liquidation, voting and
other rights as the Trustees may determine, and to establish and designate
the specific classes of shares of each Sub-Trust; and
WHEREAS, on May 15, 1998, a majority of the Trustees voted to
redesignate "Class C" shares as "Class L" shares for the following sub-trust -
Concert Social Awareness Fund; and
WHEREAS, on May 15, 1998, a majority of Trustees voted to
redesignate "Class C" shares as "Class O" shares for the following Sub-Trust -
Xxxxx Xxxxxx Large Cap Blend Fund; and
WHEREAS, on May 15, 1998, a majority of Trustees voted to establish a
new class of shares designated "Class L" shares for the following Sub-Trust -
Xxxxx Xxxxxx Large Cap Blend Fund; and
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 6 to the Agreement; and
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. The first paragraph of Article IV, Section 4.2 of the Agreement is
hereby amended to read in pertinent part as follows:
"Section 4.2 Establishment and Designation of Sub-Trusts. Without
limiting the authority of the Trustees set forth in Section 4.1 to establish
and designate any further Sub-Trusts and classes, the Trustees hereby
establish and designate the following Sub-Trusts and classes thereof:
"Concert Social Awareness Fund", which shall consist of four classes
designated as Class A, Class B, Class L, and Class Y shares and "Xxxxx Xxxxxx
Large Cap Blend Fund," which shall consist of five classes designated as
Class A, Class B, Class L, Class O and Class Y shares. The shares of such
Sub-Trusts and classes thereof and any shares of any further Sub-Trusts or
classes that may from time to time be established and designated by the
Trustees shall (unless the Trustees otherwise determine with
respect to some further Sub-Trust or class at the time of establishing and
designating the same) have the following relative rights and preferences:"
The undersigned hereby certifies that the Amendment set forth above has
been duly adopted in accordance with the provisions of the Agreement.
IN WITNESS WHEREOF, the undersigned has hereto set his hands as
of the day and year first above written.
XXXXX XXXXXX
EQUITY FUNDS
By:
/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary
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