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
19th day of November 2002.
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, 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 November 19, 2002, a majority of the Trustees
voted to authorize the establishment of a new Sub-Trust to be
designated as the "Xxxxx Xxxxxx Value Fund" which shall consist
of four classes of shares to be designated as Class A, Class B,
Class L and Class Y; 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 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 Value 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 Value 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/
Name: Xxxxxxx Xxxxx
Title: Assistant Secretary
