▇▇▇▇▇ ▇▇▇▇▇▇ INVESTMENT TRUST
AMENDMENT NO. 2
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMEMT
AMENDMENT NO. 2 to the First Amended and Restated Master Trust
Agreement dated as of February 28, 1998 (the "Agreement") of ▇▇▇▇▇
▇▇▇▇▇▇ Investment Trust (the "Trust"), made as of the 16th day of
October 1998.
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 classes of shares (as defined in the Agreement) of
any Sub-Trust (as defined in the Agreement) 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 October 14, 1998, a majority of the Trustees voted to
authorize the establishment of an additional class of shares to be
designated as the "Class Z" shares with respect to the ▇▇▇▇▇ ▇▇▇▇▇▇
Large Capitalization Growth Fund and the ▇▇▇▇▇ ▇▇▇▇▇▇ S&P 500 Index
Fund; and
WHEREAS, the undersigned has been duly authorized by the Trustees
to execute and file this Amendment No. 2 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: "▇▇▇▇▇ ▇▇▇▇▇▇ Intermediate Maturity California
Municipals Fund", "▇▇▇▇▇ ▇▇▇▇▇▇ Intermediate Maturity New York
Municipals Fund", "▇▇▇▇▇ ▇▇▇▇▇▇ Large Capitalization Growth Fund",
"▇▇▇▇▇ ▇▇▇▇▇▇ S&P 500 Index Fund" and "▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Blend
Fund", each of which shall consist of four classes designated as Class
A, Class B, Class L, and Class Y shares, and solely with respect to the
▇▇▇▇▇ ▇▇▇▇▇▇ S&P 500 Index Fund, an additional class designated as
Class D shares, and solely with respect to ▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Blend
Fund, ▇▇▇▇▇ ▇▇▇▇▇▇ Large Capitalization Growth and the ▇▇▇▇▇ ▇▇▇▇▇▇ S&P
500 Index Fund an additional class designated as Class Z shares. The
shares of such Sub-Trusts and classes thereof and any shares of any
further Sub-Trusts 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 WITHNESS WHEREOF, the undersigned has hereto set his hands as
of the day and year first above written.
▇▇▇▇▇ ▇▇▇▇▇▇ INVESTMENT TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Secretary
LEGAL\FUNDS\SLIT\MTAMND2