XXXXX XXXXXX OREGON MUNICIPALS FUND
AMENDMENT NO. 3
TO
THE MASTER TRUST AGREEMEMT
AMENDMENT NO. 3 to the Master Trust Agreement dated as of
March 10, 1994 (the "Agreement") of Xxxxx Xxxxxx Oregon
Municipals Fund (the "Trust"), made as of the 12th day of June,
1998.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Agreement provides
that the Agreement may be amended at any time, so long as such
amendment does not materially adversely affect the rights of any
shareholder and so long as such amendment is not in contravention
of applicable law, including the Investment Company Act of 1940,
as amended, by an instrument in writing signed by an officer of
the Trust pursuant to a vote of a majority of the Trustees; and
WHEREAS, the Trustees have the authority under Section 4.1
of the Agreement to issue classes of shares (as defined in the
Agreement) of any Sub-Trust (as defined in the Agreement) or
divide the shares of any Sub-Trust into classes, each class
having such different dividend, liquidation, voting and other
rights as the Trustees may determine, and to establish and
designate the specific classes of shares of each Sub-Trust; and
WHEREAS, on April 15, 1998, a majority of the Trustees
voted to redesignate the "Class C" shares of each Sub-Trust as
"Class L" shares; and
WHEREAS, the undersigned has been duly authorized by the
Trustees to execute and file this Amendment No. 1 to the
Agreement; and
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. The first paragraph of Article IV, Section 4.2 of the
Agreement is hereby amended to read in pertinent part as follows:
"Section 4.2 Establishment and Designation of Sub-Trusts.
Without limiting the authority of the Trustees set forth in
Section 4.1 to establish and designate any further Sub-Trusts and
classes, the Trustees hereby establish and designate the
following Sub-Trusts and classes thereof: "Xxxxx Xxxxxx Oregon
Municipals Fund", which shall consist of five classes designated
as Class A, Class B, Class L, Class Y and Class Z shares. The
shares of such Sub-Trusts and classes thereof and any shares of
any further Sub-Trusts or classes that may from time to time be
established and designated by the Trustees shall (unless the
Trustees otherwise determine with respect to some further Sub-
Trust or class at the time of establishing and designating the
same) have the following relative rights and preferences:"
The undersigned hereby certifies that the Amendment set
forth above has been duly adopted in accordance with the
provisions of the Agreement.
IN WITHNESS WHEREOF, the undersigned has hereto set his
hands as of the day and year first above written.
XXXXX XXXXXX OREGON MUNICIPALS
FUND
By: /s/Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Assistant Secretary
u:\legal\funds\ormu\1998\secdocs\pea7art
