EX-99.(A)1.2 4 dex99a12.txt AMENDMENT NO. 1 TO MASTER TRUST AGREEMENT Exhibit (a)1.2 FRANK RUSSELL INVESTMENT COMPANY AMENDMENT TO AMENDED AND RESTATED MASTER TRUST AGREEMENT Regarding Designations of Sub-Trusts and Classes of Shares AMENDMENT NO. 1 to the Amended and Restated Master Trust Agreement dated August 19, 2002 (referred to herein as the "Agreement"), done this 8th day of October 2002, by the Trustees under such Agreement. WITNESSETH: WHEREAS, Section 4.1 of the Agreement authorizes the Trustees to establish and designate sub-trusts and classes thereof; and WHEREAS, Section 4.2 of the Agreement provides that the Trustees may fix and determine certain relative rights and preferences of the shares of the sub-trusts in accordance with the provisions of such Section 4.2; and WHEREAS, the Trustees wish to establish and designate additional sub-trusts and classes of shares of interest in such sub-trusts, and fix and determine certain relative rights and obligations of the shares of said classes of such sub-trusts; and WHEREAS, Section 4.1 of the Agreement provides that a Trustee may act for such purpose without shareholder approval; NOW, THEREFORE, the Trustees hereby establish and designate the following sub-trusts, authorize the designation of classes of shares and fix the rights and preferences of the shares thereof as set forth herein. Establishment and Designation of Sub-Trusts and Classes. Without limiting the authority of the Trustees set forth in Section 4.1 of the Agreement to establish and designate any further sub-trusts, and without affecting the rights and preferences of any existing sub-trust or class of any existing sub-trust, the Trustees hereby establish and designate one additional sub-trust which is designated the "Russell Multi-Manager Principal Protected Fund" (the "New Fund"). The shares of such sub-trust shall be divided into Class A Shares, Class B Shares and Class C Shares. The sub-trust shall have all the relative rights and preferences granted by the Agreement to the existing sub-trusts including those listed in Section 4.2 of the Agreement. In furtherance thereof, the Trustees direct that new Class A Shares, Class B Shares and Class C Shares of the New Fund shall have all the relative rights and preferences set forth in Section 4.2 of the Agreement, shall represent an equal proportionate interest in the underlying assets and liabilities of that Sub-Trust, and shall generally have identical voting, dividend, liquidation and other rights, preferences, powers, restrictions, limitations, obligations, qualifications and terms and conditions as all other Shares of such Sub-Trust, except that: - each Class B and Class C Share offered in connection with a distribution plan pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended ("Distribution Plan") will bear, as a charge against distributable income or gains or as a reduction in interest, certain fees under its Distribution Plan and will have exclusive voting rights on matters pertaining to the Distribution Plan of the Class and any related agreements; - each Class A Share, Class B Share and Class C Share offered in connection with a shareholder services ("Shareholder Services Plan") will bear, as a charge against distributable income or gains or as a reduction in interest, certain fees under its respective Shareholder Services Plan and will have exclusive voting rights on matters pertaining to the Shareholder Services Plan of the Class and any related agreements; - each Class A, Class B and Class C Share of the Sub-Trust shall contain such conversion feature as may be required to comply with regulations applicable to the Sub-Trust or to the issuance of Shares of the Sub-Trust; - each Class A, Class B and Class C Share of the Sub-Trust will bear, as a charge against distributable income or gains or as a reduction in interest, differing amounts of certain expenses attributable to the Class; - the Board shall provide for differing payments of dividends from income or distributions of gains on a Class A, Class B and Class C Share of the Sub-Trust to reflect different charges against such income or gains or otherwise to equalize the net asset values of the Classes or, in the absence of such policies, the net asset value per share of different Classes of the Sub-Trust may differ at certain times; - each Class A, Class B and Class C Share of the Sub-Trust may be accorded such different exchange privileges from Shares of another Class as the Board may deem proper from time to time - each Class A, Class B and Class C Share of the Sub-Trust shall be subject to such different conditions of redemption, as shall be set forth in the Trust's registration statement from time to time; - each Share of any Class of the Sub-Trust will vote exclusively on matters solely affecting Shares of that Class, and shall not vote upon matters which do not affect such Class; - each Class A, Class B and Class C Share of the Sub-Trust will have a different class designation from any other Class of that Sub-Trust; and - each Class A, Class B and Class C Share of the Sub-Trust may have such additional rights and preferences, or be subject to such restrictions and qualifications, as the Trustees by resolution may determine, consistent with the provisions of the 1940 Act and the Internal Revenue Code, as amended, and not otherwise identified above. The undersigned hereby certify that the Amendment set forth above has been duly adopted in accordance with the provisions of the Amended and Restated Master Trust Agreement. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals for themselves and their assigns, as of the day and year first above written. This instrument may be executed in one or more counterparts, all of which shall together constitute a single instrument. /s/ Lynn L. Anderson /s/ Paul E. Anderson -------------------------------------- ------------------------------------- Lynn L. Anderson, Trustee Paul E. Anderson, Trustee /s/ Paul Anton, PhD /s/ William E. Baxter -------------------------------------- ------------------------------------- Paul Anton, PhD, Trustee William E. Baxter, Trustee /s/ Kristianne Blake /s/ Lee C. Gingrich -------------------------------------- ------------------------------------- Kristianne Blake, Trustee Lee C. Gingrich, Trustee /s/ Eleanor W. Palmer /s/ Michael J. Phillips -------------------------------------- ------------------------------------- Eleanor W. Palmer, Trustee Michael J. Phillips, Trustee /s/ Raymond P. Tennison, Jr. /s/ Julie W. Weston -------------------------------------- ------------------------------------- Raymond P. Tennison, Jr., Trustee Julie W. Weston, Trustee