Exhibit(c)(5)
AARP INCOME TRUST
Establishment and Designation of
Classes of Shares of Beneficial Interest, $.01 Par Value
(The "Instrument")
The undersigned, being a majority of the duly elected and qualified
Trustees of AARP Income Trust, a Massachusetts business trust (the "Trust"),
acting pursuant to Section 5.13 of the Trust's Amended and Restated Declaration
of Trust dated September 23, 1998 (the "Declaration of Trust"), hereby divides
the authorized and unissued shares of beneficial interest (the "Shares") of the
series of the Trust heretofore designated as AARP GNMA and U.S. Treasury Fund
(the "Series") into the two classes designated below in paragraph 1 (each a
"Class" and collectively the "Classes"), each Class to have the special and
relative rights specified in this Instrument:
1. The Classes shall be designated as follows:
AARP GNMA and U.S. Treasury Fund -S Class
AARP GNMA and U.S. Treasury Fund - AARP Class
2. The Shares of the Series outstanding as of the close of business on
the date of the filing of this Instrument with the Secretary of The Commonwealth
of Massachusetts are hereby redesignated as AARP GNMA and U.S. Treasury Fund -
AARP Class.
3. Each Share shall be redeemable, and, except as provided below, shall
represent a pro rata beneficial interest in the assets attributable to such
Class of shares of the Series, and shall be entitled to receive its pro rata
share of net assets attributable to such Class of Shares of the Series upon
liquidation of the Series, all as provided in or not inconsistent with the
Declaration of Trust. Each Share shall have the voting, dividend, liquidation
and other rights, preferences, powers, restrictions, limitations,
qualifications, terms and conditions, as set forth in the Declaration of Trust.
4. Upon the effective date of this Instrument:
a. Each Share of each Class of the Series shall be entitled to
one vote (or fraction thereof in respect of a fractional share) on
matters which such Shares (or Class of Shares) shall be entitled to
vote. Shareholders of the Series shall vote together on any matter,
except to the extent otherwise required by the Investment Company Act
of 1940, as amended (the "1940 Act"), or when the Trustees have
determined that the matter affects only the interest of Shareholders of
one or more Classes, in which case only the Shareholders of such Class
or Classes shall be entitled to vote thereon. Any matter shall be
deemed to have been effectively acted upon with respect to the Series
if acted upon as provided in Rule 18f-2 under the 1940 Act or any
successor rule and in the Declaration of Trust.
b. Liabilities, expenses, costs, charges or reserves that
should be properly allocated to the Shares of a particular Class of the
Series may, pursuant to a Plan adopted
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by the Trustees under Rule 18f-3 under the 1940 Act, or such similar
rule under or provision or interpretation of the 1940 Act, be charged
to and borne solely by such Class and the bearing of expenses solely by
a Class of Shares may be appropriately reflected and cause differences
in net asset value attributable to, and the dividend, redemption and
liquidation rights of, the Shares of different Classes.
5. The Trustees (including any successor Trustees) shall have the right
at any time and from time to time to reallocate assets, liabilities and expenses
or to change the designation of any Class now or hereafter created, or to
otherwise change the special and relative rights of any such Class, provided
that such change shall not adversely affect the rights of Shareholders of such
Class.
Except as otherwise provided in this Instrument, the foregoing shall be
effective upon the filing of this Instrument with the Secretary of The
Commonwealth of Massachusetts.
AARP INCOME TRUST
/s/Carole Lewis Anderson
----------------------------
Carole Lewis Anderson, as Trustee
/s/Adelaide Attard
----------------------------
Adelaide Attard, as Trustee
----------------------------
Robert N. Butler, as Trustee
----------------------------
Esther Canja, as Trustee
----------------------------
Linda C. Coughlin, as Trustee
/s/Edgar R. Fiedler
----------------------------
Edgar R. Fiedler, as Trustee
/s/Eugene P. Forrester
----------------------------
Eugene P. Forrester, as Trustee
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/s/George L. Maddox, Jr.
----------------------------
George L. Maddox, Jr., as Trustee
/s/Robert J. Myers.
----------------------------
Robert J. Myers, as Trustee
----------------------------
James H. Schulz, as Trustee
/s/Gordon Shillinglaw
----------------------------
Gordon Shillinglaw, as Trustee
/s/Jean Gleason Stromberg
----------------------------
Jean Gleason Stromberg, as Trustee
Dated: March 2, 2000
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