XXXXX XXXXXX INVESTMENT TRUST
AMENDMENT NO. 12
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMEMT
AMENDMENT NO. 12 to the First Amended and Restated Master
Trust Agreement dated as of February 28, 1998 (as amended to
date, the "Agreement") of Xxxxx Xxxxxx Investment Trust (the
"Trust"), made as of the 1st day of April 2006.
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 , 2005, a majority of the Trustees voted,
effective April 7, 2006, to change the name of the Trust from
Xxxxx Xxxxxx Investment Trust to Xxxx Xxxxx Partners Investment
Trust;
WHEREAS, on , 2005, a majority of the Trustees voted,
effective April 7, 2006, to change the name of the Sub-Trusts
from Xxxxx Xxxxxx Intermediate Maturity California Municipals
Fund to Xxxx Xxxxx Partners Intermediate Maturity California
Municipals Fund, from Xxxxx Xxxxxx Intermediate Maturity New York
Municipals Fund to Xxxx Xxxxx Partners Intermediate Maturity New
York Municipals Fund, from Xxxxx Xxxxxx Large Capitalization
Growth Fund to Xxxx Xxxxx Partners Large Capitalization Growth
Fund, from Xxxxx Xxxxxx S&P 500 Index Fund to Xxxx Xxxxx Partners
S&P 500 Index Fund, from Xxxxx Xxxxxx Mid Cap Core Fund to Xxxx
Xxxxx Partners Mid Cap Core Fund and from Xxxxx Xxxxxx Classic
Values Fund to Xxxx Xxxxx Partners Classic Values Fund; and
WHEREAS, on , 2005, a majority of the Trustees voted to
redesignate the "Xxxxx Xxxxxx Shares" shares of Xxxxx Xxxxxx S&P
500 Index Fund Sub-Trust as "Class A"; and "Citi Shares" shares
of Xxxxx Xxxxxx S&P 500 Index Fund Sub-Trust as "Class D."
WHEREAS, the undersigned has been duly authorized by the
Trustees to execute and file this Amendment No. 12 to the
Agreement;
NOW, THEREFORE, effective May 1, 2006, the Agreement is
hereby amended as follows:
1. Article I, Section 1.1 of the Agreement is hereby deleted
and replaced with the following:
Section 1.1 Name. This Trust shall be known as "Xxxx
Xxxxx Partners Investmenet Trust" and the Trustees shall conduct
the business of the Trust under that name or any other name or
names as they may from time to time determine.
2. 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: Xxxx Xxxxx Partners Intermediate
Maturity California Municipals Fund, Xxxx Xxxxx Partners
Intermediate Maturity New York Municipals Fund, Xxxx Xxxxx
Partners Large Capitalization Growth Fund, Xxxx Xxxxx Partners
S&P 500 Index Fund, Xxxx Xxxxx Partners Mid Cap Core Fund and
Xxxx Xxxxx Partners Classic Values Fund, each of which, shall
consist of one class designated as Class A, and solely with
respect to Xxxx Xxxxx Partners Intermediate Maturity California
Municipals Fund, Xxxx Xxxxx Partners Intermediate Maturity New
York Municipals Fund, Xxxx Xxxxx Partners Large Capitalization
Growth Fund, Xxxx Xxxxx Partners Mid Cap Core Fund and Xxxx Xxxxx
Partners Classic Values Fund, additional classes designated as
Class B, Class L and Class Y shares, and solely with respect to
the Xxxx Xxxxx Partners S&P 500 Index Fund, a class designated as
Class D, and solely with respect to Xxxx Xxxxx Partners Mid Cap
Core Fund, Xxxx Xxxxx Partners Large Capitalization Growth Fund
and Xxxx Xxxxx Partners S&P 500 Index Fund an additional class
designated as Class Z shares; and solely with respect to the Xxxx
Xxxxx Partners Mid Cap Core Fund, an additional class designated
as Class 1 shares, and solely with respect to Xxxx Xxxxx Partners
Intermediate Maturity California Municipals Fund and Xxxx Xxxxx
Partners 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:
Name: Xxxxxxx Xxxxx
Title: Assistant Secretary
