COUNTRYWIDE INVESTMENT TRUST
Amendment to Restated Agreement and Declaration of Trust
Establishment and Designation of Series
Effective as of May 19, 1997 the Trustees of Countrywide Investment Trust, a
Massachusetts business trust (the "Trust"), acting pursuant to Section 4.1 of
Article IV of the Restated Agreement and Declaration of Trust dated August 26,
1993 as the same may be amended from time to time (the "Declaration"),
established and designated a new serties of the Trust, "Intermeidate Bond
Fund" according to the following resolutions:
RESOLVED, that a new series of Countrywide Investment Trust be and it
hereby is established and that such new series be and it hereby is
designated as the "Intermediate Bond Fund"; and
FURTHER RESOLVED, that the relative rights and preferences of the
new series shall be those rights and preferences set forth in Section
4.2 of the Declaration of Trust; and
FURTHER RESOLVED, that the Trust be, and it hereby is, authorized to issue
and sell shares of the Intermediate Bond Fund from time to time at its
price per share of not less than the net asset value thereof; and
FURTHER RESOLVED, that the officers of the Trust be and they hereby are
authorized and empowered to take any and all actions and to execute any and
all documents and instruments, which they or any one of them in his sole
discretion deem necessary, appropriate or desirable to implement the
foregoing resolutions.
IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees, have
hereunto set their hand as of the 16th day of March, 2000.
/s/ Xxxxx X. Xxxxxxxxx
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/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxx, Xx.
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COUNTRYWIDE INVESTMENT TRUST
Amendment to Restated Agreement and Declaration of Trust
Establishment and Designation of Classes
The Board of Trustees of Countrywide Investment Trust, a Massachusetts
business trust ("CIT"), acting pursuant to Sections 4.1 and 4.2 of Article IV of
the Restated Agreement and Declaration of Trust dated August 26, 1993, as the
same may be amended from time to time (the "Declaration"), at a meeting duly
held on August 25, 1999 established an additional sub-series or class of Shares,
Class C Shares, of its series Intermediate Bond Fund (the "Fund"), as follows:
"WHEREAS,the issuance of Class A shares and Class C shares by
the Intermediate Bond Fund under the terms discussed
is in the best interests of the Fund and its
shareholders;
THEREFORE, BE IT RESOLVED, that CIT be, and it hereby is,
authorized to issue and sell Class A shares and Class
C shares of the Intermediate Bond Fund from time to
time at their respective prices per share of not less
than the respective net asset values thereof; and
FURTHER RESOLVED, that such issuances and sales be made
substantially in conformity with and subject to all
of the provisions, terms and conditions set forth in
the Prospectus and Statement of Additional
Information of the Fund as they may be amended and/or
supplemented from time to time; and
FURTHER RESOLVED, that when any of the Class A shares or
Class C shares of the Intermediate Bond Fund shall
have been so issued and sold, they shall be deemed to
be validly issued, fully paid and nonassessable by
the Trust."
IN WITNESS WHEREOF, the undersigned, being a majority of the
Trustees, have hereunto set their hand as of the 16th day of March, 2000.
/s/ Xxxxxxx X. Xxx
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/s/ X X Xxxxxxx /s/ X. Xxxxxx Xxxxxx
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COUNTRYWIDE INVESTMENT TRUST
CERTIFICATE OF AMENDMENT
TO
RESTATED AGREEMENT AND DECLARATION OF TRUST
WHEREAS, Section 7.3 of the Restated Agreement and Declaration of Trust
dated August 26, 1993 (as amended from time to time, the "Declaration") of
Countrywide Investment Trust, a Massachusetts business trust (the
"Trust") provides that the Trustees of the Trust may amend the Declaration
without the vote or consent of Shareholders having the purpose, inter alia,
of supplying any omission, curing any ambiguity or curing, correcting or
supplementing any provision thereof which is defective or inconsistent with
the Investment Company Act of 1940.
WHEREAS, the Trustees have determined in good faith that Section 4.1
of the Declaration should be amended under the aforesaid Section 7.3 in
order to clarify that any one or more sub-series or classes, which may be
issued as contemplated by said Section 4.1 of the Declaration, may have
such differences among sub-series as the Board of Trustees shall from time
to time determine to be permitted by the provisions of the Investment
Company Act of 1940 or other applicable laws, including differences in the
rate or rates of dividends or distributions.
NOW THEREFORE, the Trustees do hereby amend the Declaration, effective
as of March 16, 2000 by substituting for the fourth sentence of the second
paragraph of Section 4.1 the following (underscored text represents changed
text):
All shares of each Series shall be of equal rank and have the
same powers, preferences and rights, and shall be subject to the same
qualifications, limitations and restrictions without distinction
between the shares of different Sub-Series thereof, except with
respect to such differences among such Sub-Series as the Board of
Trustees shall from time to time determine to be PERMITTED BY the 1940
Act or other applicable laws, including differences in the rate of
dividends or distributions.
IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees,
have hereunto set their hand as of the 16th day of March, 2000.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxxx, Xx.
/s/ Xxxxxxx X. Xxx /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxx Xxxxxx X. Xxxxxxxxx
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X. Xxxxxx Xxxxxx Xxxxxx X. Xxxxx, Xx.
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