AMENDMENT No. 5
to the
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
ROCHESTER PORTFOLIO SERIES
This amendment to the Amended and Restated Agreement and Declaration of Trust
of Rochester Portfolio Series (the "Restated Declaration of Trust") is
executed this 3rd day of October, 2005.
WHEREAS, the Trustees established Rochester Portfolio Series (the
"Trust"), a business trust currently with one series, Limited Term New York
Municipal Fund, 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 June 13, 1991 as
filed with the Commonwealth of Massachusetts on June 14, 1991, as amended on
February 6, 1992;
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 subsequently amended on November 1, 1995, June 17, 1997, June 10, 1998
and June 10, 2002;
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, as amended, and such amendment and filing thereof has
been approved by a majority of the Trustees.
NOW, THEREFORE,
1. Section 5.3 shall be amended as follows:
Section 5.3 Record Dates. For the purpose of determining the
Shareholders who are entitled to vote or act at any meeting or any
adjournment thereof, or who are entitled to participate in any dividend
or distribution, or for the purpose of any other action, the Trustees
may from time to time close the transfer books for such period, not
exceeding 30 days (except at or in connection with the termination of
the Trust), as the Trustees may determine; or without closing the
transfer books the Trustees may fix a date and time not more than 120
days prior to the date of any meeting of Shareholders or other action
as the date and time of record for the determination of Shareholders
entitled to vote at such meeting or any adjournment thereof, whether or
not the date to which a meeting is adjourned is a date in excess of 120
days of the Record Date, or to be treated as Shareholders of record for
purposes of such other action, and any Shareholder who was a
Shareholder at the date and time so fixed shall be entitled to vote at
such meeting or any adjournment thereof or to be treated as a
Shareholder of record for purposes of such other action, even though he
has since that date and time disposed of his Shares, and no Shareholder
becoming such after that date and time shall be so entitled to vote as
such meeting or any adjournment thereof or to be treated as a
Shareholder of record for purposes of such other action.
2. All other terms and conditions of the Restated Declaration of Trust
shall remain the same.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed
on the day and year set forth above.
Rochester Portfolio Series
/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx,
Assistant Secretary
