ROCHESTER FUND MUNICIPALS
Amendment to the Amended and Restated Agreement and Declaration of Trust
This amendment to the Amended and Restated Agreement and Declaration of Trust
of Rochester Fund Municipals (the "Restated Declaration of Trust") is
executed this 10th day of June, 1998.
WHEREAS, the Trustees established Rochester Fund Municipals (the "Trust"), a
business trust organized under the laws of the Commonwealth of Massachusetts,
for the investment and reinvestment of funds contributed thereto, under an
Agreement and Declaration of Trust dated February 15, 1991 as filed with the
Commonwealth of Massachusetts on March 21, 1991; and
WHEREAS, the Restated Declaration of Trust dated January 26, 1995 was filed by
the Trust with the Commonwealth of Massachusetts on February 8, 1995 and later
amended on November 1, 1995 as filed with the Commonwealth of Massachusetts on
November 7, 1995 and last amended on June 17, 1997 and filed with the
Commonwealth of Massachusetts on August 12, 1997; and
WHEREAS, Section 7.3 of the Restated Declaration of Trust requires that
amendments thereto be by an instrument in writing signed by an officer of the
Trust pursuant to a majority vote of the Trustees and filed with the
Commonwealth of Massachusetts; and
WHEREAS, the Trustees now desire to further amend the Restated Declaration of
Trust and such amendment and filing thereof has been approved by a majority of
the Trustees.
NOW, THEREFORE,
1. The Restated Declaration of Trust, as amended, is hereby further amended to
include a reference in Section 3.1(b) thereof entitled "Election and Term" to
retirement of a Trustee and a reference in Section 3.1(c) thereof entitled
"Resignation and Retirement" to mandatory retirement of Trustees as set forth in
the Trust's Retirement Plan for Non-interested Trustees or Directors, as the
same may be amended from time to time.
2. Section 3.1(b) shall be amended by replacing the second sentence thereof with
the following:
Each Trustee, whether named above or hereafter becoming a trustee, shall
serve as a Trustee of the Trust and of each Series of the Trust hereunder
during the lifetime of this Trust and until its termination as hereinafter
provided except as such Trustee sooner dies, resigns, retires or is
removed.
3. Section 3.1(c) shall be amended to read in its entirety as follows:
(c) Resignation and Retirement. Any Trustee may resign his trust or retire
as Trustee by written instrument signed by him and delivered to the other
Trustees or to any officer of the Trust, and such resignation or
retirement shall take effect upon such a delivery or upon such later date
as is specified in such instrument and shall be effective as to the Trust
and each Series of the Trust hereunder. Notwithstanding the foregoing, any
and all Trustees shall be subject to the provisions with respect to
mandatory retirement set forth in the Retirement Plan for Non-interested
Trustees or Directors adopted by the Trust, as the same may be amended
from time to time.
4. These revisions to the Restated Declaration of Trust, as amended, shall
become effective on June 15, 1998.
5. All other terms and conditions of the Restated Declaration of Trust, as
amended, shall remain the same.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be signed
under penalties of perjury on the day and year first set forth above.
Rochester Fund Municipals
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Xxxxxx X. Xxxx,
Assistant Secretary
