270971.C1 PAGE 1
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XXXXXX XXXXXXX GROUP OF TAX EXEMPT FUNDS
AMENDMENT NO. 1 TO
AMENDMENT AND RESTATEMENT OF
AGREEMENT AND DECLARATION OF TRUST
This Amendment No. 1 to the Amendment and Restatement of the Agreement
and Declaration of Trust dated June 1, 1982 is made at Boston, Massachusetts as
of May 22, 1989 by the Trustees hereunder.
WITNESSETH
WHEREAS, the Trustees wish to change the name of the Trust from
"Xxxxxx Xxxxxxx Group of Tax Exempt Funds" to "Freedom Group of Tax Exempt
Funds"; and
WHEREAS, the Trustees wish to change the name of the Series
established and designated under or in accordance with the provisions of Article
IV from "Xxxxxx Xxxxxxx Tax Exempt Money Fund" to "Freedom Tax Exempt Money
Fund"; and
WHEREAS, the Trustees have the authority, under Section 8.3(c) of the
Agreement and Declaration of Trust, to make amendments to the Agreement and
Declaration of Trust to change the name of the Trust and any of the Series by an
instrument in writing signed by a majority of the then Trustees, without the
necessity of a shareholder vote;
NOW, THEREFORE, the Trustees hereby amend the Agreement and
Declaration of Trust as heretofore in effect as follows:
(a) Section 1.1 shall be deleted and replaced in its
entirety with the following:
Section 1.1 Name. This Trust shall be known as "Freedom
Group of Tax Exempt Funds" and the Trustees shall conduct
the business of the Trust under that name or any other name
as they may from time to time determine.
(b) Section 4.2 shall be amended by changing the name of the
Series designated as "Xxxxxx Xxxxxxx Tax Exempt Money Fund" to
"Freedom Tax Exempt Money Fund."
IN WITNESS WHEREOF, the undesigned have hereunto set their hands and
seals in the City of Boston, Massachusetts for themselves and their assigns, as
of the day first written above.
/s/ Xxxx X. Xxxxxx, Xx.
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Xxxx X. Xxxxxx, Xx.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx XXX
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Xxxxxxx X. Xxxxxx XXX
/s/ Xxxxx Xxxxxx, Xx.
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Xxxxx Xxxxxx, Xx.
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
YP-0408/T