▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GROUP OF TAX EXEMPT FUNDS
AMENDMENT NO. 1 TO RESTATED AGREEMENT AND DECLARATION OF TRUST
Amendment No. 1 to Restated Agreement and Declaration of Trust dated
September 27, 1982, made at Boston, Massachusetts, this 1st day of May 1985.
WITNESSETH
WHEREAS, Section 8.3 of a Restated Agreement and Declaration of Trust
dated September 27, 1982, as amended (the "Declaration") of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group
of Tax Exempt Funds provides that the provisions of the Declaration may be
amended at any time by an instrument in writing signed by an officer of the
Trust pursuant to the vote of a majority of the Trustees, when authorized to do
so by a vote of Shareholders holding a majority of the shares entitled to vote;
and
WHEREAS, at the Annual Meeting of Shareholders of The Trust held on
Friday, April 26, 1985, the holders of a majority of the outstanding shares of
the Trust authorized the amendment to the Declaration contained herein and the
Trustees have authorized the President of the Trust to execute and file this
Amendment to the Declaration;
NOW, THEREFORE, the undersigned ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., the duly elected
and serving President of the Trust, pursuant to the foregoing authorization,
hereby amends the Declaration as follows:
(a) Section 3.1(c) shall be deleted and replaced in full with the
following:
(c) Election and Term. The Trustees shall be elected by the
Shareholders of the Trust at the annual meeting of Shareholders held in 1985.
Each Trustee, whether named above or hereafter becoming a Trustee, shall serve
as a Trustee hereunder during the lifetime of this Trust and until its
termination as hereinafter provided except as such Trustee sooner dies, resigns
or is removed. Subject to Section 16(a) of the 1940 Act, the Trustees may elect
their own successors and may, pursuant to Section 3.1(f) hereof, appoint
Trustees to fill vacancies.
(b) Section 3.1(e) shall be deleted end replaced in full with the
following:
(e) Removal. Any Trustee may be removed with or without cause at any
time: (i) by written instrument, signed by at least two-thirds of the number of
Trustees prior to such removal, specifying the date upon which such removal
shall become effective; or (ii) by vote of Shareholders holding not less than
two-thirds of the Shares then outstanding, cast in person or by proxy at any
meeting called for the purpose; or (ii) by a written declaration signed by
Shareholders holding not less than two-thirds of the Shares then outstanding and
filed with the Trust's Custodian.
(c) Section 3.1(f) shall be deleted and shall be replaced in full
with the following:
(d) Vacancies. Any vacancy or anticipated vacancy resulting from any
reason, including without limitation the death, resignation, retirement, removal
or incapacity of any of the Trustees, or resulting from an increase in the
number of Trustees by the other Trustees may (but so long as there are at least
two remaining Trustees, need not unless required by the ▇▇▇▇ ▇▇▇) be filled by a
majority of the remaining Trustees, subject to the provisions of Section 16(a)
of the 1940 Act, through the appointment in writing of such other person as such
remaining Trustees in their discretion shall determine and such appointment
shall be effective upon the written acceptance of the person named therein to
serve as a Trustee and agreement by such person to be bound by the provisions of
this Declaration of Trust, except that any such appointment in anticipation of a
vacancy to occur by reason of retirement, resignation, or increase in number of
Trustees to be effective at a later date shall become effective only at or after
the effective date of said retirement, resignation, or increase in number of
Trustees. As soon as any Trustee so appointed shall have accepted such
appointment and shall have agreed in writing to be bound by this Declaration of
Trust and the appointment is effective, the Trust estate shall vest in the new
Trustee, together with the continuing Trustees, without any further act or
conveyance.
(d) Section 5.2 shall be deleted and shall be replaced in full by the
following:
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Section 5.2 Meetings. No annual or regular meeting of Shareholders is
required. Special meetings of Shareholders may be called by the Trustees from
time to time for the purpose of taking action upon any matter requiring the vote
or authority of the Shareholders as herein provided or upon any other matter
deemed by the Trustees to be necessary or desirable. Written notice of any
meeting of Shareholders shall be given or caused to be given by the Trustees by
mailing such notice at least seven days before such meeting, postage prepaid,
stating the time, place and purpose of the meeting, to each Shareholder at the
Shareholder's address as it appears on the records of the Trust. The Trustees
shall promptly call and give notice of a meeting of Shareholders for the purpose
of voting upon removal of any Trustee of the Trust when requested to do so in
writing by Shareholders holding not less than 10% of the Shares then
outstanding. If the Trustees shall fail to call or give notice of any meeting of
Shareholders for a period of 30 days after written application by Shareholder
holding at least 10% of the Shares then outstanding requesting a meeting be
called for any other purpose requiring action by the Shareholders as provided
herein or in the By-laws, then Shareholders holding at least 10% of the Shares
then outstanding may call and give notice of such meeting, and thereupon the
meeting shall be held in the manner provided for herein in case of call thereof
by the Trustees.
(e) Section 5.8 appearing below shall be added.
Section 5.8 Shareholder Communications. Whenever ten or more
Shareholders of record who have been such for at least six months preceding the
date of application, and who hold in the aggregate either Shares having a net
asset value of at Least $25,000 or at least 1% of the outstanding Shares,
whichever is less, shall apply to the Trustees in writing, stating that they
wish to communicate with other Shareholders with a view to obtaining signatures
to a request for a Shareholder meeting and accompanied by a form of
communication and request which they wish to transmit, the Trustees shall within
five business days after receipt of such application either (1) afford to such
applicants access to a list of the names and addresses all Shareholders as
recorded on the books of the Trust or Series, as applicable, or (2) inform such
applicants as to the approximate number of Shareholders of record, and the
approximate cost of mailing to them the proposed communication and form of
request.
If the Trustees elect to follow the course specified in paragraph (2)
above the Trustees, upon the written request of such applicants, accompanied by
a tender of the material to be mailed and of the reasonable expenses of mailing,
shall, with reasonable promptness, mail such material to all Shareholders of
record at their addresses as recorded on the books, unless within five business
days after such tender the Trustees shall mail to such applicants and file with
Securities and Exchange Commission,
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together with a copy of the material to be mailed, a written statement signed by
at least a majority of the Trustees to the effect that in their opinion either
such material contains untrue statements of fact or omits to state facts
necessary to make the statements contained therein not misleading, or would be
in violation of applicable law, and specifying the basis of such opinion. The
Trustees shall thereafter comply with the requirements of the Investment Company
Act of 1940.
WITNESS my hand and seal this 1st day of May, 1985.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.,
President of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group of
Tax Exempt Funds
COMMONWEALTH OF MASSACHUSETTS )
) S.S.
COUNTY OF SUFFOLK )
Then personally appeared the above-named ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and
acknowledged this instrument to be his free act and deed this 1st day of May ,
1985.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Notary Public
My commission expires:
4/22/88
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C273/X
4/30/85