XXXXX XXXXXX INVESTMENT TRUST
AMENDMENT NO. 10
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT NO. 10 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 29th day of January 2003 for effectiveness as of
the Effective Date (as defined below).
WITNESSETH:
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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, the Trustees have the authority under Section 4.1 of the Agreement
to issue shares in one or more Sub-Trusts (as defined in the Agreement); to
establish and designate such Sub-Trusts; and to issue classes of shares (as
defined in the Agreement) of any Sub-Trust or divide the shares of any Sub-Trust
into classes, each class having such different dividend, liquidation, voting and
other rights as the Trustees may determine, and to establish and designate the
specific classes of shares of each Sub-Trust; and
WHEREAS, on January 29, 2003, a majority of the Trustees voted to authorize
the establishment of a new Sub-Trust to be designated as the "Xxxxx Xxxxxx
Classic Values Fund" which shall consist of four classes of shares to be
designated as Class A, Class B, Class L and Class Y, the establishment and
designation of such new Sub-Trust 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 Sub-Trust's establishment and designation (the
"Effective Date"); and
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 10 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
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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, Xxxxx Xxxxxx Mid Cap Core Fund and Xxxxx Xxxxxx Classic Values
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, Xxxxx Xxxxxx Mid Cap Core Fund and Xxxxx Xxxxxx
Classic Values 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: /s/
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Name: Xxxxxxx Xxxxx
Title: Assistant Secretary
