AMENDMENT No. 1 to the
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
XXXXXXXXXXX LIMITED-TERM GOVERNMENT FUND
This Amendment Number 1 is made January 2, 2001, to the Amended and
Restated Declaration of Trust of Xxxxxxxxxxx Limited-Term Government Fund dated
August 26, 1997, by and among the individuals executing this Amendment below as
the Trustees of the Trust.
WITNESSETH
WHEREAS, the Trustees previously formed this Trust for the purposes of carrying
on the business of a management investment company under an Agreement and
Declaration of Trust dated January 16, 1986 as amended February 14, 1986, June
26, 1992, April 29, 1993, May 1, 1994, January 16, 1995, June 23, 1995, and as
amended and restated August 26, 1997; and
WHEREAS, the Trustees of the Trust, at a meeting held August 22, 2000,
acting pursuant to Article III, Section 3 of the Trust's Amended and Restated
Declaration of Trust dated August 26, 1997, authorized the establishment and
designation of a fifth class of shares of the Trust, and designated such class
as Class N shares;
WHEREAS, the Trust, on November 29, 2000 filed with the Securities and
Exchange Commission Post-Effective Amendment No. 28 to its Registration
Statement under the Securities Act of 1933, which Post-Effective Amendment is to
become effective January 26, 2001 pursuant to Rule 485(b) under the Securities
Act of 1933 and will include the Trust's Class N shares; and
WHEREAS, the Trustees desire to make certain permitted changes to the
Trust's Amended and Restated Declaration of Trust dated August 26, 1997,
pursuant to Article IX, Section 4 of said Declaration of Trust, to confirm the
establishment and designation of the Trust's five Classes of shares and their
relative rights and preferences;
NOW, THEREFORE, the Trust's Declaration of Trust is amended as follows:
Section 3 of Article III of the Trust's Declaration of Trust is hereby
amended by deleting the first paragraph of such Section and replacing it with
the following paragraph:
Without limiting the authority of the Trustees set forth in Section 1 of
this Article III to establish and designate any further Series, the Trustees,
having previously established one Series of Shares having the same name as the
Trust, hereby divide said Shares into four (4) classes, which shall be
designated Class A, Class B, Class C, Class N and Class Y, as follows: (i) the
Shares of the Class outstanding since the inception of the Trust have previously
been designated Class A Shares; (ii) the Shares of the Class initially issued
upon the division of the Shares into two Classes have been previously been
designated Class B Shares; (iii) the Shares of the Class initially issued upon
the division of the Shares into three Classes have been previously been
designated Class C Shares; (iv) the Shares of the Class initially issued upon
the division of the Shares into four classes pursuant to this Amended and
Restated Agreement and Declaration of Trust are hereby designated Class Y
Shares; and (v) the Shares of the Class initially issued upon the division of
the Shares into five classes pursuant to this Amendment to the Restated
Agreement and Declaration of Trust dated August 26, 1997 are hereby designated
Class N Shares. The Shares of that Series and any Shares of any further Series
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 Series or Classes at the time of establishing and designating the same)
have the following relative rights and preferences:
N1a\855\OrgDocs\855-DOT(Jan01-Amd#1_N).doc
IN WITNESS WHEREOF, the undersigned have executed this instrument as of this 2nd
day of January, 2001.
/s/ Xxxxxxx X. Xxxxxxxxx /s/ Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxxx
00 Xxxxxxxx Xxxx 00 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000 Xx. Xxxxx, XX 00000
/s/ Xxxxxx X. Xxxx /s/ C. Xxxxxx Xxxx
Xxxxxx X. Xxxx X. Xxxxxx Xxxx
0000 Xxxxxx Xxxxxxx Xxxxx 0000 Xxxx Xxxxxxx #00
Xx. Xxxxx, XX 00000 Xxxxxx, XX 00000
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxxx
9224 Xxxxx Court 0000 X. Xxxxxxxxxx Xxxx.
Xxxx Xxxx, XX 00000 #131
Xxxxxx, XX 00000
/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
/s/ Xxx X. Xxxxxx
Xxx X. Xxxxxx
000 Xxxx Xxxxxx - Xxx 00
Xxxxxxxx, XX 00000
/s/ Xxx Xxxxxxxx /s/ Xxxxx X. Xxxxx
Xxx Xxxxxxxx Xxxxx X. Xxxxx
0000 Xxxxxxxxx Xxxxx 000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000 Xxxxxx, XX 00000
