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REPUBLIC FUNDS
AMENDMENT TO AMENDED AND RESTATED DECLARATION OF TRUST AND
ESTABLISHMENT AND DESIGNATION OF ADDITIONAL SERIES OF
SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.001 PER SHARE
RESOLVED, that pursuant to Section 5.11 of the Declaration of Trust of
Republic Funds, a Massachusetts business trust (the "Trust"), dated April 22,
1987, as amended and restated July 1, 1987 (the "Declaration") and as further
amended, the shares of beneficial interest (the "Shares") of the Trust shall be
divided into one additional separate series (the "Fund");
FURTHER RESOLVED, that the Fund shall have the following special and
relative rights:
1. The Fund shall be designated "Republic Money Market Fund."
2. The Fund shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the Trust's
then currently effective prospectus and registration statement on Form N-1A
under the Securities Act of 1933 with respect to the Fund. Each Share of the
Fund shall be redeemable, shall be entitled to one vote (or fraction thereof in
respect of a fractional Shares) on matters on which Shares of the Fund shall be
entitled to vote, shall represent a pro rata beneficial interest in the assets
allocated to the Fund and shall be entitled to receive its pro rata share of net
assets of the Fund upon liquidation of the Fund, all as provided in the
Declaration.
3. The Fund's Shareholders shall vote separately as a class on any
matter, except to the extent required by the Investment Company Act of 1940 (the
"1940 Act"), or when the Trustees have determined that the matter affects only
the interests of one series' Shareholders, then only that series' Shareholders
shall be entitled to vote thereon; and any matter shall be deemed to have been
effectively acted upon with respect to that series as provided in Rule 18f-2
under the 1940 Act or any successor rule and in the Declaration.
4. The assets and liabilities of the Trust shall be allocated among the
Fund and the seven other series of the Trust as set forth in Section 5.11 of the
Declaration except that costs of the registration of the Fund and the
registration and public offering of the Shares thereof shall be amortized for
the Fund in accordance with applicable accounting principles.
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5. Subject to the provisions of Section 5.12 of the Declaration, the
Trustees (including any successor Trustees) shall have the right at any time and
from time to time to reallocate assets and expenses, to change the designation
of the Fund or any other series previously, now or hereafter created, or
otherwise to change the special and relative rights of the Fund or any such
other series, provided that such change shall not adversely affect the rights of
any Shareholder.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the 3rd day of August, 1998. this instrument may be executed by the Trustees on
separate counterparts but shall be effectively only when signed by a majority of
the Trustees.
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Frederick C. Chen
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Alan S. Parsow
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Larry M. Robbins
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Michael Sealy
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