XXXX XXXXX PARTNERS INVESTMENT TRUST
AMENDMENT NO. 13
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 13 to the First Amended and Restated Master Trust Agreement
dated as of February 28, 1998 (as amended to date, the "Agreement") of Xxxx
Xxxxx Partners Investment Trust (the "Trust"), made as of the 31st day of March
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, a majority of the Trustees voted, effective April 7, 2006, to
change the name of the Sub-Trust designated as Xxxx Xxxxx Partners Large
Capitalization Growth Fund (formerly Xxxxx Xxxxxx Large Capitalization Growth
Fund) to Xxxx Xxxxx Partners Large Cap Growth Fund; and
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 13 to the Agreement;
NOW, THEREFORE, effective April 7, 2006, 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: 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 Cap
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.
XXXX XXXXX PARTNERS
INVESTMENT TRUST
By:
-------------------------
Name: Xxxxxxx Xxxxx
Title: Assistant Secretary
