EXHIBIT (a)(3)
XXX XXXXXX PENNSYLVANIA TAX FREE INCOME TRUST
Third Certificate of Amendment to the
First Amended and Restated Agreement and Declaration of Trust of
Xxx Xxxxxx Pennsylvania Tax Free Income Fund
The undersigned, being the Secretary of Xxx Xxxxxx Pennsylvania Tax Free Income
Fund, a Pennsylvania trust (the "Trust"), pursuant to the authority conferred
upon the Trustees of the Trust by Section 9.5 of the Trust's First Amended and
Restated Agreement and Declaration of Trust dated as of July 21, 1995
("Declaration"), and by the affirmative vote of a Majority of the Trustees does
hereby amend the Declaration of the Xxx Xxxxxx Pennsylvania Tax Free Income
Fund, a series of the Trust, dated July 13, 1998, with the following rights,
preferences and characteristics:
1. Shares. The beneficial interest in the Trust shall be divided into Shares
having a nominal or par value of $0.01 per Share, of which an unlimited number
may be issued, which Shares shall represent interests only in the Trust. The
Trustees shall have the authority from time to time to authorize separate Series
of Shares for the Trust as they deem necessary or desirable.
2. Classes of Shares. The Shares of the Trust shall be divided into four
classes--Class A, Class B, Class C and Class I. The Trustees shall have the
authority from time to time to authorize additional Classes of Shares of the
Trust.
3. Sales Charges. Each Class A, Class B, Class C and Class I Share shall be
subject to such sales charges, if any, as may be established from time to time
by the Trustees in accordance with the Investment Company Act of 1940 (the "1940
Act") and applicable rules and regulations of the NASD, all as set forth in the
Trust's prospectus.
4. Conversion. Each Class B Share, certain Class C Shares and certain Class I
Shares of the Trust shall be converted automatically, and without any action or
choice on the part of the Shareholder thereof, into Class A Shares of the Trust
at such times and pursuant to such terms, conditions and restrictions as may be
established by the Trustees and as set forth in the Trust's Prospectus.
5. Allocation of Expenses Among Classes. Expenses related solely to a particular
Class (including, without limitation, distribution expenses under an
administrative or service agreement, plan or other arrangement, however
designated) shall be borne by that Class and shall be appropriately reflected
(in a manner determined by the Trustees) in the net asset value, dividends,
distribution and liquidation rights of the Shares of that Class.
6. Special Meetings. A special meeting of Shareholders of a Class of the Trust
may be called with respect to the Rule 12b-1 distribution plan applicable to
such Class or with respect to any other proper purpose affecting only holders of
shares of such Class at any time by a Majority of the Trustees.
7. Other Rights Governed by Declaration. All other rights, preferences,
qualifications, limitations and restrictions with respect to Shares of any
Series of the Trust or with respect to any Class of Shares set forth in the
Declaration shall apply to Shares of the Trust unless otherwise specified in
this Certificate of Amendment, in which case this Certificate of Amendment shall
govern.
8. Amendments, etc. Subject to the provisions and limitations of Section 9.5 of
the Declaration and applicable law, this Amendment to the Declaration may be
amended by an instrument signed in writing by a Majority of the Trustees (or by
any officer of the Trust pursuant to the vote of a Majority of the Trustees) or
when authorized to do so by the vote in accordance with the Declaration of the
holders of a majority of all the Shares of the Trust outstanding and entitled to
vote or, if such amendment affects the Shares of one or more but not all of the
Classes of the Trust, the holders of a majority of all the Shares of the
affected Classes outstanding and entitled to vote.
9. Incorporation of Defined Terms. All capitalized terms which are not defined
herein shall have the same meaning as ascribed to those terms in the
Declaration.
December 22, 2004
/s/ Xxxxxxxx Xxxxx Xx
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Xxxxxxxx Xxxxx Xx, Secretary
