▇▇▇▇▇ ▇▇▇▇▇▇ INVESTMENT TRUST
AMENDMENT NO. 12
TO
THE FIRST AMENDED AND RESTATED MASTER TRUST AGREEMEMT
AMENDMENT NO. 12 to the First Amended and Restated Master
Trust Agreement dated as of February 28, 1998 (as amended to
date, the "Agreement") of ▇▇▇▇▇ ▇▇▇▇▇▇ Investment Trust (the
"Trust"), made as of the 15th 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 Trust from ▇▇▇▇▇ ▇▇▇▇▇▇
Investment Trust to ▇▇▇▇ ▇▇▇▇▇ Partners Investment Trust;
WHEREAS, a majority of the Trustees voted, effective April
7, 2006, to change the name of the Sub-Trusts from ▇▇▇▇▇ ▇▇▇▇▇▇
Intermediate Maturity California Municipals Fund to ▇▇▇▇ ▇▇▇▇▇
Partners Intermediate Maturity California Municipals Fund, from
▇▇▇▇▇ ▇▇▇▇▇▇ Intermediate Maturity New York Municipals Fund to
▇▇▇▇ ▇▇▇▇▇ Partners Intermediate Maturity New York Municipals
Fund, from ▇▇▇▇▇ ▇▇▇▇▇▇ Large Capitalization Growth Fund to ▇▇▇▇
▇▇▇▇▇ Partners Large Capitalization Growth Fund, from ▇▇▇▇▇
▇▇▇▇▇▇ S&P 500 Index Fund to ▇▇▇▇ ▇▇▇▇▇ Partners S&P 500 Index
Fund, from ▇▇▇▇▇ ▇▇▇▇▇▇ Mid Cap Core Fund to ▇▇▇▇ ▇▇▇▇▇ Partners
Mid Cap Core Fund and from ▇▇▇▇▇ ▇▇▇▇▇▇ Classic Values Fund to
▇▇▇▇ ▇▇▇▇▇ Partners Classic Values Fund; and
WHEREAS, a majority of the Trustees voted to redesignate the
"▇▇▇▇▇ ▇▇▇▇▇▇ Shares" shares of ▇▇▇▇▇ ▇▇▇▇▇▇ S&P 500 Index Fund
Sub-Trust as "Class A"; and "Citi Shares" shares of ▇▇▇▇▇ ▇▇▇▇▇▇
S&P 500 Index Fund Sub-Trust as "Class D."
WHEREAS, the undersigned has been duly authorized by the
Trustees to execute and file this Amendment No. 12 to the
Agreement;
NOW, THEREFORE, effective April 7, 2006, the Agreement is
hereby amended as follows:
1. Article I, Section 1.1 of the Agreement is hereby deleted
and replaced with the following:
Section 1.1 Name. This Trust shall be known as "▇▇▇▇
▇▇▇▇▇ Partners Investment Trust" and the Trustees shall conduct
the business of the Trust under that name or any other name or
names as they may from time to time determine.
2. 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: ▇▇▇▇ ▇▇▇▇▇ Partners Intermediate
Maturity California Municipals Fund, ▇▇▇▇ ▇▇▇▇▇ Partners
Intermediate Maturity New York Municipals Fund, ▇▇▇▇ ▇▇▇▇▇
Partners Large Capitalization Growth Fund, ▇▇▇▇ ▇▇▇▇▇ Partners
S&P 500 Index Fund, ▇▇▇▇ ▇▇▇▇▇ Partners Mid Cap Core Fund and
▇▇▇▇ ▇▇▇▇▇ Partners Classic Values Fund, each of which, shall
consist of one class designated as Class A, and solely with
respect to ▇▇▇▇ ▇▇▇▇▇ Partners Intermediate Maturity California
Municipals Fund, ▇▇▇▇ ▇▇▇▇▇ Partners Intermediate Maturity New
York Municipals Fund, ▇▇▇▇ ▇▇▇▇▇ Partners Large Capitalization
Growth Fund, ▇▇▇▇ ▇▇▇▇▇ Partners Mid Cap Core Fund and ▇▇▇▇ ▇▇▇▇▇
Partners Classic Values Fund, additional classes designated as
Class B, Class L and Class Y shares, and solely with respect to
the ▇▇▇▇ ▇▇▇▇▇ Partners S&P 500 Index Fund, a class designated as
Class D, and solely with respect to ▇▇▇▇ ▇▇▇▇▇ Partners Mid Cap
Core Fund, ▇▇▇▇ ▇▇▇▇▇ Partners Large Capitalization Growth Fund
and ▇▇▇▇ ▇▇▇▇▇ Partners S&P 500 Index Fund an additional class
designated as Class Z shares; and solely with respect to the ▇▇▇▇
▇▇▇▇▇ Partners Mid Cap Core Fund, an additional class designated
as Class 1 shares, and solely with respect to ▇▇▇▇ ▇▇▇▇▇ Partners
Intermediate Maturity California Municipals Fund and ▇▇▇▇ ▇▇▇▇▇
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.
▇▇▇▇▇ ▇▇▇▇▇▇ INVESTMENT TRUST
By:
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Secretary