XXXXX XXXXXX INVESTMENT TRUST
AMENDMENT NO. 8
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 8 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 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, 2002, 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:
------------------------------
Name: Xxxxxxx Xxxxx
Title: Assistant Secretary
