EX-99.a.2.b
AMENDMENT NO. 1 TO THE AGREEMENT
AND DECLARATION OF TRUST OF THE XXXXXXX FUNDS
Pursuant to Article III, Section 5 and Article VIII, Section 4 of the Agreement
and Declaration of Trust, dated August 9, 1993 (the "Declaration"), of The
Xxxxxxx Funds (the "Trust"), the undersigned Trustees of the Trust hereby amend
the Declaration as set forth below.
1. Article III, Section 6(i)
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Article III, Section 6(i) of the Declaration is hereby amended by
adding the following language to Article III, Section 6(i):
"If a class of a Series has outstanding Shares, the Trustees may,
in their sole discretion and without Shareholder approval,
abolish any such class; provided that, prior to abolishing such
class without Shareholder approval, the Board of Trustees shall
make a determination that the manner of abolishing such class (i)
is consistent with the fair and equitable treatment of all
Shareholders; (ii) shall not adversely affect to a material
degree the rights and preferences of the Shares of any Series (or
class) or increase or decrease the par value of the Shares of any
Series (or class); and (iii) shall not require Shareholder
approval under the 1940 Act or other applicable law."
2. The Trustees have determined that the foregoing amendment to Article
III, Section 6(i) of the Declaration may be made by the Board of
Trustees of the Trust without Shareholder approval in accordance with
Article III, Section 5 of the Declaration because such amendment is
consistent with the fair and equitable treatment of all Shareholders,
does not adversely affect to a material degree the rights and
preferences of the Shares of any Series (or class) or increase or
decrease the par value of the Shares of any Series (or class) and
Shareholder approval of such amendment is not required by the
Investment Company Act of 1940 and the rules and regulations
thereunder, as amended from time to time, or other applicable law.
3. This amendment has been duly adopted by the Trustees.
4. All other provisions of the Declaration shall remain in full force and
effect.
IN WITNESS WHEREOF, the Trustees named below do hereby enter into this amendment
to the Declaration as of the 21st day of May, 2001.
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Trustee of The Xxxxxxx Funds
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Trustee of The Xxxxxxx Funds
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Trustee of The Xxxxxxx Funds
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Trustee of The Xxxxxxx Funds
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
THE PLACE OF BUSINESS OF THE TRUST IS:
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
