XXXXX XXXXXX ADJUSTABLE RATE GOVERNMENT INCOME FUND
AMENDMENT NO. 4
TO THE
FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
Amendment No. 4 to the First Amended and Restated Master Trust
Agreement dated November 5, 1992 (amending the Master Trust Agreement
dated May 7, 1992) (the "Agreement"), of Xxxxx Xxxxxx Adjustable Rate
Government Income Fund (the "Trust"), made at New York this 10th day of
March, 1997.
W I T N E S S E T H:
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 adversely affect the rights of any Shareholder with respect to which
such amendment is or purports to be applicable and 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 Trustees (or by an
officer of the Trust pursuant to a vote of a majority of such Trustees);
and
WHEREAS, Article IV, Section 4.1 of the Agreement provides that
the Trustees of the Trust may establish and designate Sub-Trusts of the
Trust and classes thereof; and
WHEREAS, the Trustees have previously established and designated
five classes of shares, Classes A, B, C, Y and Z for the Sub-Trust of
the Trust; and
WHEREAS, a majority of the Trustees voted on February 25, 1997 to
establish and designate a new class of shares of the Sub-Trust as Class
I shares; and
WHEREAS, a majority of Trustees have duly approved this amendment
to the Agreement and have authorized the same to be filed with the
Secretary of State of the Commonwealth of Massachusetts.
NOW, THEREFORE, the undersigned Xxxxxxx Xxxxx, a duly elected and
serving Assistant Secretary of the Trust, pursuant to the authorization
described above, hereby declares as follows:
1. The initial paragraph of Article IV, Section 4.2 of the
Agreement is amended to read as follows:
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-Trust and
classes thereof: "Xxxxx Xxxxxx Adjustable Rate
Government Income Fund" which shall consist of
Classes A, B, C, I, Y, and Z. The Shares of the such
Sub-Trust and classes thereof and any Shares of any
further Sub-Trust 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:
2. This amendment to the Agreement shall be effective on
the effective date of the post-effective amendment to the Trust's
Registration Statement on Form N-1A that contains a Prospectus
offering the Class I shares of the Sub-Trust of the Trust.
WITNESS my hand and seal this 10th day of March, 1997.
/s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Assistant Secretary
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