XXXXX XXXXXX INVESTMENT TRUST
AMENDMENT NO. 9
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 9 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 27th day of June 2002 for effectiveness as of the
Effective Date (as defined below).
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, by an instrument in writing signed by an officer of the Trust
pursuant to a vote of a majority of the Trustees; and
WHEREAS, on June 27, 2002, a majority of the Trustees voted to redesignate
the "Class L" shares of each of the Xxxxx Xxxxxx Intermediate Maturity
California Municipals Fund and Xxxxx Xxxxxx Intermediate Maturity New York
Municipals Fund Sub-Trusts as "Class O" shares, and to establish a new class of
shares of each of the Xxxxx Xxxxxx Intermediate Maturity California Municipals
Fund and Xxxxx Xxxxxx Intermediate Maturity New York Municipals Fund Sub-Trusts;
such new class of shares to be designated as "Class L", such redesignation and
designation of classes to become effective upon the effectiveness of the
post-effective amendment or amendments to the Trust's registration statement on
Form N-1A reflecting such redesignation or designation, as the case may be (the
"Effective Date").
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 9 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, and solely with respect to Xxxxx Xxxxxx Intermediate Maturity California
Municipals Fund and Xxxxx Xxxxxx Intermediate Maturity New York Municipals Fund,
an additional class designated as Class O 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:
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Name: Xxxxxxx Xxxxx
Title: Assistant Secretary
