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EX-99.a.1(a)
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT AND
DECLARATION OF TRUST OF BRINSON RELATIONSHIP FUNDS
The undersigned Trustees of Brinson Relationship Funds (the "Trust") hereby
determine that it is necessary and appropriate to amend the Trust's Amended and
Restated Agreement and Declaration of Trust, dated August 15, 1994, as amended
on May 20, 1996 (the "Declaration"), for the purposes set forth below, in
accordance with Sections 10.4(a) and 10.4(d) of the Declaration.
1. Section 2.1
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Section 2.1 of the Declaration is hereby amended by deleting the
first sentence thereof, in its entirety, and replacing it with the
following:
"The number of Trustees shall initially be five and shall
thereafter be fixed from time to time by written instrument
signed, or by resolution approved at a duly constituted meeting
of the Board of Trustees, by a majority of the Board of Trustees
so fixed then in office, provided, however, that the number of
Trustees shall in no event be less than one (1) nor more than
twelve (12)."
2. Section 2.4
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Section 2.4 of the Declaration is hereby amended by deleting the
fourth sentence thereof, in its entirety, and replacing it with the
following:
"In the case of a vacancy, the Holders of at least a majority of
the Units entitled to vote, acting at any meeting of the Holders
held in accordance with Section 9.1 hereof, or, to the extent
permitted by the 1940 Act, a majority vote of the Trustees
continuing in office acting by written instrument or instruments,
or acting at a duly constituted meeting of the Board of Trustees,
may fill such vacancy, and any Trustee so elected by the Trustees
or the Holders shall hold office as provided in this
Declaration."
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 21/st/ day of August, 2000.
/s/ Walter E. Auch
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Walter E. Auch
Trustee of Brinson Relationship Funds
209 South LaSalle Street
Chicago, IL 60604
/s/ Frank K. Reilly
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Frank K. Reilly
Trustee of Brinson Relationship Funds
209 South LaSalle Street
Chicago, IL 60604
/s/ Edward M. Roob
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Edward M. Roob
Trustee of Brinson Relationship Funds
209 South LaSalle Street
Chicago, IL 60604
THE PLACE OF BUSINESS OF THE TRUST IS:
209 South LaSalle Street
Chicago, IL 60604-1295
