Attachment to The Gannett Welsh & Kotler Funds N-SAR for period ending 9/30/00
Item 77.Q1)
GANNETT WELSH & KOTLER INVESTMENT TRUST
AMENDMENT NO. 2 TO AGREEMENT AND DECLARATION OF TRUST
(ESTABLISHMENT OF TWO NEW SERIES BY TRUST)
The undersigned certifies hereby that he is the duly elected Assistant
Secretary of the Gannett Welsh & Kotler Funds, and that pursuant to Section 7.3
of the Agreement and Declaration of Trust dated April 24, 1996 (the "Declaration
of Trust"), the Trustees, by a vote cast at a regularly scheduled meeting of the
Board of Trustees held on May 16, 2000, unanimously adopted the following
resolutions:
"RESOLVED, that two new series of shares of the Trust be, and they
hereby are, established and that such new series be, and they hereby are,
designated the "GW&K Large Cap Growth Fund" and the "GW&K Small Cap Growth
Fund"; and
FURTHER RESOLVED, that the relative rights and preferences of the GW&K
Large Cap Growth Fund and the GW&K Small Cap Growth Fund series of shares
shall be those rights and preferences set forth in Sections 4.1 through 4.6
of the Agreement and Declaration of Trust, dated April 24, 1996, of the
Gannett Welsh & Kotler Investment Trust (the "Declaration of Trust");
FURTHER RESOLVED, that Section 4.2 of the Declaration of Trust be
amended to reflect the establishment of the GW&K Large Cap Growth Fund and
the GW&K Small Cap Growth Fund;
FURTHER RESOLVED, that all resolutions of the Board of Trustees
pertaining to the initial establishment of the other series of the Trust
be, and they hereby are, made applicable to the GW&K Large Cap Growth Fund
and the GW&K Small Cap Growth Fund; and
FURTHER RESOLVED, that the officers of the Trust be, and they hereby
are, authorized and empowered to take any and all actions and to execute
any and all documents and instruments, which they or any one of them in his
or her sole discretion deem necessary, appropriate or desirable to
implement the foregoing resolutions.
The undersigned certifies that the actions to effect the foregoing
Amendment were taken in the manner provided by the Declaration of Trust, that
said Amendment is to be effective May 17, 2000, and that he is causing this
certificate to be signed and filed as provided in Section 7.4 of the Declaration
of Trust.
Witness my hand this 6th day of July, 2000.
/s/ Frank L. Newbauer
Frank L. Newbauer
Assistant Secretary
