ROCHESTER PORTFOLIO SERIES
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 Portfolio Series (the
"Restated Declaration of Trust") is executed this 10th day of June, 1998.
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 as later amended on November 1, 1995 and filed with the Commonwealth of
Massachusetts on November 7, 1995 and further amended on June 17, 1997 and filed with the Commonwealth of
Massachusetts on August 12, 1997;
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. 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
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entitled "Resignation and Retirement" to mandatory retirement of Trustees as set forth in the Trust's Retirement
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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:
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(c) Resignation and Retirement. Any Trustee may resign his trust or retire as Trustee by
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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 Portfolio Series
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Xxxxxx X. Xxxx, Assistant Secretary
orgzn\355amd6.98
