XXXXX XXXXXX INVESTMENT TRUST
AMENDMENT NO. 8
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 7 to the First Amended and Restated Master
Trust Agreement dated as of February 28, 1998 (the "Agreement")
of Xxxxx Xxxxxx Investment Trust (the "Trust"), made as of the
31st day of January 2002.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Agreement provides
that the Agreement may be amended at any time, so long as such
amendment does not adversely affect the rights of any shareholder
and so long as such amendment is not in contravention of
applicable law, including the Investment Company Act of 1940, as
amended (the "1940 Act"), by an instrument in writing signed by
an officer of the Trust pursuant to a vote of a majority of the
Trustees; and
WHEREAS, the Trustees have the authority under Section 4.2
(d) of the Agreement to liquidate any particular Sub-Trust (as
defined in the Agreement) subject to the approval of a majority
of the outstanding voting Shares (as defined in the Agreement) of
the Sub-Trust, as defined in the 1940 Act; and
WHEREAS, on July 18, 2001, a majority of the Trustees voted
to authorize the liquidation of the Sub-Trust designated as the
"Xxxxx Xxxxxx International U.S. 5000 Index Fund" (the "Fund"),
which consists of two classes of shares designated as Xxxxx
Xxxxxx Shares and Citi Shares, and effective upon such
liquidation, to abolish the Fund in accordance with Section 4.1
of the Agreement; and
WHEREAS, on January 18, 2001, the shareholders of the Fund
approved the liquidation and abolishment of the Fund; and
WHEREAS, the undersigned has been duly authorized by the
Trustees to execute and file this Amendment No. 8 to the
Agreement; and
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. The first paragraph of Article IV, Section 4.2 of the
Agreement is hereby amended to read in pertinent part as follows:
"Section 4.2 Establishment and Designation of Sub-Trusts. Without
limiting the authority of the Trustees set forth in Section 4.1
to establish and designate any further Sub-Trusts and classes,
the Trustees hereby establish and designate the following Sub-
Trusts and classes thereof: Xxxxx Xxxxxx Intermediate Maturity
California Municipals Fund, Xxxxx Xxxxxx Intermediate Maturity
New York Municipals Fund, Xxxxx Xxxxxx Large Capitalization
Growth Fund, Xxxxx Xxxxxx S&P 500 Index Fund and Xxxxx Xxxxxx Mid
Cap Core Fund, each of which, except for Xxxxx Xxxxxx S&P 500
Index Fund, shall consist of one class designated as Class A, and
solely with respect to the Xxxxx Xxxxxx S&P 500 Index Fund a
class designated as Xxxxx Xxxxxx Shares, and solely with respect
to Xxxxx Xxxxxx Intermediate Maturity California Municipals Fund,
Xxxxx Xxxxxx Intermediate Maturity New York Municipals Fund,
Xxxxx Xxxxxx Large Capitalization Growth Fund and Xxxxx Xxxxxx
Mid Cap Core Fund, additional classes designated as Class B,
Class L and Class Y shares, and solely with respect to the Xxxxx
Xxxxxx S&P 500 Index Fund a class designated as Citi Shares, and
solely with respect to Xxxxx Xxxxxx Mid Cap Core Fund, Xxxxx
Xxxxxx Large Capitalization Growth Fund and Xxxxx Xxxxxx S&P 500
Index Fund an additional class designated as Class Z shares; and
solely with respect to the Xxxxx Xxxxxx Mid Cap Core Fund, an
additional class designated as Class 1 shares. The Shares of such
Sub-Trusts and classes thereof and any Shares of any further Sub-
Trust or classes that may from time to time be established and
designated by the Trustees shall (unless the Trustees otherwise
determine with respect to some further Sub-Trust or class at the
time of establishing and designating the same) have the following
relative rights and preferences:"
The undersigned hereby certifies that the Amendment set
forth above has been duly adopted in accordance with the
provisions of the Agreement.
IN WITNESS WHEREOF, the undersigned has hereto set his hands
as of the day and year first above written.
XXXXX XXXXXX INVESTMENT TRUST
By: /s/
Name: Xxxxxxx Xxxxx
Title: Assistant Secretary
