ICON FUNDS
485APOS, EX-99.A6, 2000-11-30
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                             EXHIBIT (a)(6)

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ICON Funds - Part C                                             Page 106 of 116


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                                   ICON FUNDS
                    AMENDMENT NO. 5 TO MASTER TRUST AGREEMENT



AMENDMENT No. 5 to the Master Trust Agreement of ICON Funds, made at Eaglewood,
Colorado on August 16, 2000, by the Trustees hereunder.


WITNESSETH

WHEREAS, Section 7.3 of the ICON Master Trust Agreement dated September 19, 1996
(the "Agreement"), of ICON Funds (the "Trust"), 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, by an instrument
in writing, signed by an officer of the Trust pursuant to a vote of a majority
of the Trustees of the Trust; and

WHEREAS, a majority of the Trustees of the Trust desire to amend the Agreement
to change the names of existing series of the Trust and to authorize elimination
of two series that have not been opened - the ICON Capital Goods Fund and the
ICON Consumer Staples Fund; and

WHEREAS, a majority of the Trustees of the Trust on August 16, 2000, have duly
adopted the amendment to the Agreement shown below and authorized the same to be
filed with the Secretary of State of the Commonwealth of Massachusetts;

NOW, THEREFORE, the undersigned Trustees pursuant to the authorization described
above, hereby amend Section 4.2 of the Master Trust Agreement, as heretofore in
effect, to read as follows:

         SECTION 4.2  ESTABLISHMENT AND DESIGNATION OF SUB-TRUSTS.



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ICON Funds - Part C                                             Page 107 of 116



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                                        Without limiting the Trustees' authority
                                        to establish further sub-trusts pursuant
                                        to Section 4.1, the Trustees hereby
                                        establish the following sub-trusts:

    ICON Materials Fund                 ICON Asia Region Fund
    ICON Consumer Discretionary Fund    ICON South Pacific Region Fund
    ICON Energy Fund                    ICON North Europe Region Fund
    ICON Financials Fund                ICON South Europe Region Fund
    ICON Healthcare Fund                ICON Western Hemisphere Fund
    ICON Information Technology Fund    ICON Short-Term Fixed Income Fund
    ICON Industrials Fund               ICON Leisure and Consumer Staples Fund
                                        ICON Telecommunications & Utilities Fund

ICON Fund with two classes of shares, Class C and Class I, subject to different
    distribution and service fees as follows: 100% and 0.25%, respectively.

WITNESS WHEREOF, our hands this 16th day of August, 2000.



/s/________________________                          /s/________________________
Glen F. Bergert, Trustee                             James W. Hire, Trustee



/s/________________________                          /s/________________________
Craig T. Callahan, Trustee                           R. Michael Sentel, Trustee




STATE OF COLORADO )
                  )       ss:
COUNTY OF ARAPAHOE        )

Before me, a Notary Public in and for said county and state, personally appeared
  the above named list names, who acknowledged that they did sign the foregoing
  instrument in the capacity indicated and that the same is his free act and
  deed on this 16th day of August 2000.

My Commission Expires:           _____________________________


Signature of Notary Public:   /s/_____________________________





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ICON Funds - Part C                                             Page 108 of 116











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