Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 111 contracts
Samples: Agreement (Oppenheimer Intermediate Term Municipal Fund), Calamos Antetokounmpo Sustainable Equities Trust, Oppenheimer Intermediate Income Fund (Oppenheimer Intermediate Income Fund)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Trustees, in all instances, shall act as principals and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts, documents and instruments that they may consider desirable, necessary or appropriate in connection with the administration of the Trust. Without limiting the foregoing, the Trustees may: adopt adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeTrust; elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which who may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable federal law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; establish from time to construe time, in accordance with the provisions of Article III, Section 6 hereof, any Series of Shares, each such Series to operate as a separate and interpret this Declaration distinct investment medium and with separately defined investment objectives and policies and distinct investment purpose; and in general delegate such authority as they consider desirable to any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, Investment Adviser or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees Trust shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 101 contracts
Samples: Agreement and Declaration (Vanguard California Tax-Free Funds), Agreement and Declaration (Vanguard California Tax-Free Funds), Agreement and Declaration (Vanguard Pennsylvania Tax-Free Funds)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Trustees, in all instances, shall act as principals and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts, documents and instruments that they may consider desirable, necessary or appropriate in connection with the administration of the Trust. Without limiting the foregoing, the Trustees may: adopt adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeTrust; elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which who may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; establish from time to construe time, in accordance with the provisions of Article III, Section 6 hereof, any Series of Shares, each such Series to operate as a separate and interpret this Declaration distinct investment medium and with separately defined investment objectives and policies and distinct investment purpose; and in general delegate such authority as they consider desirable to any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, Investment Manager or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless and unless otherwise expressly provided specified herein or required by federal law including the 1940 Act or other applicable law, any action by the Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office or a majority of any duly constituted committee of Trustees. Any action required or permitted to be taken at any meeting of the Board of Trustees, or any committee thereof, may be taken without a meeting if all members of the Board of Trustees or committee (as the case may be) consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Trustees, or committee, except as otherwise provided in the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees Trust shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 60 contracts
Samples: Agreement and Declaration of Trust (Congressional Effect Family of Funds), Agreement and Declaration of Trust (Congressional Effect Family of Funds), Agreement and Declaration of Trust (Brazos Mutual Funds)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):.
Appears in 52 contracts
Samples: Roundhill ETF Trust, Madison ETFs Trust, Volatility Shares Trust
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit suit, examination, investigation or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):);
Appears in 48 contracts
Samples: Agreement and Declaration (LifeX Income Trust 1948F), LifeX Inflation-Protected Income Trust 1948F, Stone Ridge Longevity Risk Premium Fixed Income Master Trust
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (10) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor any officer the officers, directors, shareholders or partners of the Trust Trustees, shall owe any fiduciary duty be expected to devote their full time to the Trust performance of such duties. The Trustees, or any Series Affiliate shareholder, officer, director, partner or Class employee thereof, or any Shareholder. Unless otherwise expressly provided herein Person owning a legal or required by federal law including beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent account of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):others.
Appears in 34 contracts
Samples: Agreement and Declaration of Trust (Kurv ETF Trust), Agreement and Declaration of Trust (Northern Lights Fund Trust IV), Agreement and Declaration of Trust (Northern Lights Fund Trust IV)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (10) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor any officer the officers, directors, shareholders or partners of the Trust Trustees, shall owe any fiduciary duty be expected to devote their full time to the Trust performance of such duties. The Trustees, or any Series Affiliate shareholder, officer, director, partner or Class employee thereof, or any Shareholder. Unless otherwise expressly provided herein Person owning a legal or required by federal law including beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent account of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):others.
Appears in 31 contracts
Samples: Agreement and Declaration (Gold Prospector Funds), Agreement and Declaration of Trust (Delaware Vip Trust), Agreement and Declaration of Trust (Igam Group Funds)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (or to act on behalf replace such other duties and liabilities of the Trust):such Trustee.
Appears in 28 contracts
Samples: Agreement and Declaration (Grayscale Funds Trust), Agreement and Declaration (Emerge ETF Trust), Agreement and Declaration (Macquarie ETF Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust as described in this Declaration of Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-LawsLaws to the extent that such By-Laws do not reserve that right to the Shareholders; enlarge or reduce their the number of Trustees; remove any Trustee with or without cause at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, retirement or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees committees, consisting of one two or more Trustees which Trustees, that may exercise the powers and authority of the Board of Trustees to the extent that the Trustees so determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; employ an administrator for the Trust and may authorize such administrator to employ subadministrators; employ an investment adviser or investment advisers to the Trust and may authorize such Advisers to employ subadvisers; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 28 contracts
Samples: Agreement and Declaration (Met Investors Series Trust), Agreement and Declaration of Trust (Evergreen Equity Trust /De/), Agreement and Declaration of Trust (Evergreen Select Equity Trust)
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians sub-custodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (10) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor the officers, directors, shareholders or partners of the Trustees, shall be expected to devote their full time to the performance of such duties. The Trustees, or any officer Affiliate shareholder, officer, director, partner or employee thereof, or any Person owning a legal or beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the account of others. The Trustees who are not Interested Persons of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or hire employees and to act on behalf of the Trust):retain advisers and experts necessary to carry out their duties.
Appears in 19 contracts
Samples: Agreement and Declaration (Nexpoint Event-Driven Fund), Agreement and Declaration of Trust (Nexpoint Latin American Opportunities Fund), Agreement and Declaration (Nexpoint Opportunistic Credit Fund)
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or bothplacement agents, sub-placement agents or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (10) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 Act, neither Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees nor any officer then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but the Trustees shall not be expected to devote their full time to the performance of such duties. The Trustees who are not Interested Persons of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or hire employees and to act on behalf of the Trust):retain advisers and experts necessary to carry out their duties.
Appears in 17 contracts
Samples: Agreement and Declaration of Trust (OneAscent Private Markets Access Fund), Agreement and Declaration (Peak Income Plus Fund), Agreement and Declaration (Opportunistic Credit Interval Fund)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: ; adopt By-Laws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):);
Appears in 17 contracts
Samples: Agreement and Declaration (Meketa Infrastructure Fund), Stone Ridge Trust (Stone Ridge Trust), Agreement and Declaration (Primark Private Equity Fund)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Trustees, in all instances, shall act as principals and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the administration of the Trust. Any action by one or more of the Trustees in their capacity as such hereunder shall be deemed an action on behalf of the Trust, and not an action in an individual capacity. Without limiting the foregoing, the Trustees may: (i) adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number and (ii) fill vacancies caused by enlargement in or remove from its number in accordance with this Declaration of their number or by the deathTrust, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; (iii) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (iv) employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or agent, distribution disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (v) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (vi) retain one or more distribution plans of any kindInvestment Advisers; (vii) redeem, repurchase and transfer Shares pursuant to applicable law; (viii) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and (ix) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; (x) establish from time to construe time, in accordance with the provisions of Article III, hereof, any Series (or Class) of Shares, each such Series (or Class) to operate as a separate and interpret this Declaration distinct investment medium and with separately defined investment objectives and policies and distinct investment purpose; and (xi) in general delegate such authority as they consider desirable to any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such administrator, custodian, transfer or shareholder servicing agent, Investment Adviser or Principal Underwriter. Without limiting the foregoing, the Board of Trustees shall have all the powers granted to a board of directors under the 1940 Act. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as The powers delegated to the Trustees in this Section 3 are without prejudice to the delegated powers of the Trustees set forth in the other provisions of this Declaration of Trust and the By-Laws. Unless otherwise specified herein or in the By-Laws or required by federal law including law, any action by the Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office, present at a meeting of Trustees at which a quorum of Trustees is present, or a majority of any duly constituted committee of Trustees within or without the State of Delaware. Any action required or permitted to be taken at any meeting of the Board of Trustees, or any committee thereof, may be taken without a meeting, without prior notice, if a majority of the Trustees or committee (as the case may be) (or such larger proportion thereof as shall be required by any express provision of this Declaration of Trust or the By-Laws) consent thereto in writing (manually or electronically), and the writing or writings are filed with the minutes of the proceedings of the Board of Trustees, or committee, except as otherwise provided in the 1940 Act. Such action by written consent shall have the same force and effect as a majority vote at a meeting of the Board of Trustees, neither or committee thereof, as the case may be. The Trustees nor any officer shall devote to the affairs of the Trust shall owe any fiduciary duty such time as may be necessary for the proper performance of their duties hereunder, but the Trustees are not expected to devote their full time to the Trust performance of such duties. The Trustees or any Series affiliate, partner or Class employee thereof, may engage in, or possess an interest in, any other business or venture of any nature and description, independently or with or for the account of others. Neither the Trust nor any Shareholder shall have the right to participate or share in such business or venture or any Shareholder. Unless otherwise expressly provided herein profit or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderscompensation derived therefrom. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 16 contracts
Samples: Agreement and Declaration (SEI Exchange Traded Funds), Agreement and Declaration of Trust (SEI Exchange Traded Funds), Form of Agreement (SEI Exchange Traded Funds)
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (10) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive conclusive. The Trustees who are not interested persons of the Trust shall have the authority to hire employees and binding on all Shareholders to retain advisers and all other Persons for all purposesexperts necessary to carry out their duties. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor any officer the officers, directors, shareholders or partners of the Trust Trustees, shall owe any fiduciary duty be expected to devote their full time to the Trust performance of such duties. The Trustees, or any Series Affiliate shareholder, officer, director, partner or Class employee thereof, or any Shareholder. Unless otherwise expressly provided herein Person owning a legal or required by federal law including beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent account of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):others.
Appears in 10 contracts
Samples: And Restated Agreement (Destra Multi-Alternative Fund), And Restated Agreement (Destra Multi-Alternative Fund), Agreement and Declaration
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in an substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (or to act on behalf replace such other duties and liabilities of the Trust):such Trustee.
Appears in 10 contracts
Samples: Agreement and Declaration of Trust (BMT Investment Funds), Agreement and Declaration of Trust (BMT Investment Funds), Agreement and Declaration (OSI ETF Trust)
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians sub-custodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (10) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor the officers, directors, shareholders or partners of the Trustees, shall be expected to devote their full time to the performance of such duties. The Trustees, or any officer Affiliated shareholder, officer, director, partner or employee thereof, or any Person owning a legal or beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the account of others. The Trustees who are not Interested Persons of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or hire employees and to act on behalf of the Trust):retain advisers and experts necessary to carry out their duties.
Appears in 9 contracts
Samples: Agreement and Declaration (Flat Rock Enhanced Income Fund), Agreement and Declaration (Flat Rock Core Income Fund), Agreement and Declaration (Flat Rock Capital Credit Fund)
Powers. Subject to the provisions of this Declaration of TrustDeclaration, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trustresponsibility. Without limiting the foregoing, the Trustees may: (i) adopt By-Laws not inconsistent with this Declaration providing for the regulation and management of the affairs of the Trust and may amend and repeal the By-Laws to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number (ii) elect persons to serve as Trustees and fill vacancies caused by enlargement in the Board of their number or by Trustees, and remove Trustees from such Board in accordance with the deathprovisions of this Declaration, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (iii) appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (iv) employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians sub-custodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder servicing agent, or both, and employ such other Persons as the Trustees may deem desirable for the transaction of business of the Trust or any Series; (v) provide for the issuance issuance, sale and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; (vi) redeem, including retire, cancel, acquire, hold, resell, reissue, classify, reclassify, and transfer and otherwise deal in Shares pursuant to one or more distribution plans of any kindapplicable law; (vii) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and (viii) declare and pay dividends and distributions to Shareholders of each Series (or class) from the assets of such Series (or classes); (ix) collect all property due to the Trust, pay all claims, including taxes, against the Trust Property, prosecute, defend, compromise or abandon any claims relating to the Trust Property, foreclose any security interest securing any obligations by virtue of which any property is owed to the Trust, and enter into releases, agreements and other instruments; (x) incur and pay any expenses which, in the opinion of the Trustees, are necessary or incidental to carry out any of the purposes of the Trust, and pay reasonable compensation from the funds of the Trust to themselves as Trustees; (xi) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims and demands relating to the Trust expenses incurred in connection therewith, including those of litigation; (xii) indemnify any Person with whom the Trust has dealings, including the Shareholders. The , Trustees, officers, employees, agents, Investment Adviser, or Principal Underwriter(s) of the Trust, to the extent permitted by law and not inconsistent with any applicable provisions of the By-Laws as the Trustees have shall determine; (xiii) determine and change the power fiscal year of the Trust or any Series and the method by which its accounts shall be kept; (xiv) adopt a seal for the Trust or any Series; and (xv) in general, delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, Investment Adviser or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of TrustDeclaration, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein specified or required by federal law including law, any action by the 1940 Act, Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees shall act then in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholdersoffice. Without limiting the foregoing, the Trustees Trust shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 9 contracts
Samples: Declaration of Trust (Fiera Capital Series Trust), Fiera Capital Series Trust, Declaration of Trust (Arden Investment Series Trust)
Powers. Subject to the provisions of this Declaration of TrustDeclaration, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trustresponsibility. Without limiting the foregoing, the Trustees may: (i) adopt By-Laws not inconsistent with this Declaration providing for the regulation and management of the affairs of the Trust and may amend and repeal the By-Laws to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number (ii) elect persons to serve as Trustees and fill vacancies caused by enlargement in the Board of their number or by Trustees, and remove Trustees from such Board in accordance with the deathprovisions of this Declaration, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (iii) appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (iv) employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians sub-custodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder servicing agent, or both, and employ such other Persons as the Trustees may deem desirable for the transaction of business of the Trust or any Series; (v) provide for the issuance issuance, sale and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; (vi) redeem, including repurchase, retire, cancel, acquire, hold, resell, reissue, classify, reclassify, and transfer and otherwise deal in Shares pursuant to one or more distribution plans of any kindapplicable law; (vii) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and (viii) declare and pay dividends and distributions to Shareholders of each Series (or class) from the assets of such Series (or classes); (ix) collect all property due to the Trust, pay all claims, including taxes, against the Trust Property, prosecute, defend, compromise or abandon any claims relating to the Trust Property, foreclose any security interest securing any obligations by virtue of which any property is owed to the Trust, and enter into releases, agreements and other instruments; (x) incur and pay any expenses which, in the opinion of the Trustees, are necessary or incidental to carry out any of the purposes of the Trust, and pay reasonable compensation from the funds of the Trust to themselves as Trustees; (xi) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims and demands relating to the Trust expenses incurred in connection therewith, including those of litigation; (xii) indemnify any Person with whom the Trust has dealings, including the Shareholders. The , Trustees, officers, employees, agents, Investment Adviser, or Principal Underwriter(s) of the Trust, to the extent permitted by law and not inconsistent with any applicable provisions of the By-Laws as the Trustees have shall determine; (xiii) determine and change the power fiscal year of the Trust or any Series and the method by which its accounts shall be kept; (xiv) adopt a seal for the Trust or any Series; and (xv) in general, delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, Investment Adviser or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of TrustDeclaration, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein specified or required by federal law including law, any action by the 1940 Act, Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees shall act then in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholdersoffice. Without limiting the foregoing, the Trustees Trust shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 9 contracts
Samples: Archstone Alternative Solutions Fund, Agreement and Declaration (Preservation Trust Advisors), Agreement and Declaration (Buttonwood Life Settlement Fund)
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or bothplacement agents, sub-placement agents or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State of Delawaremanner provided in Article V, Section 5 hereof; and (10) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 Act, neither Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees nor any officer then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but the Trustees shall not be expected to devote their full time to the performance of such duties. The Trustees who are not Interested Persons of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or hire employees and to act on behalf of the Trust):retain advisers and experts necessary to carry out their duties.
Appears in 8 contracts
Samples: Agreement and Declaration (Denali Structured Return Strategy Fund), Agreement and Declaration of Trust (Catalyst Strategic Income Opportunities Fund), Agreement and Declaration (List Income Opportunities Fund)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust. The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) repurchase Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; and (13) in general delegate such authority as it considers desirable to act upon any officer of the Trust, to any committee of the Trust and to any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or interpretationother service provider, to the extent authorized and in accordance with this Declaration of Trust, the By-Laws and applicable law. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to the other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):.
Appears in 7 contracts
Samples: Agreement and Declaration (Templeton Global Income Fund Inc), Agreement and Declaration of Trust (Franklin Templeton High Yield Trust), Agreement and Declaration of Trust (Templeton Emerging Markets Income Fund Inc)
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians sub-custodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (10) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor any officer the officers, directors, shareholders or partners of the Trust Trustees, shall owe any fiduciary duty be expected to devote their full time to the Trust performance of such duties. The Trustees, or any Series Affiliate shareholder, officer, director, partner or Class employee thereof, or any Shareholder. Unless otherwise expressly provided herein Person owning a legal or required by federal law including beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent account of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):others.
Appears in 7 contracts
Samples: Amended Agreement and Declaration of Trust (Two Roads Shared Trust), Amended Agreement and Declaration (Compass EMP Funds Trust), Agreement and Declaration (Forethought Variable Insurance Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Trustees, in all instances, shall act as principals and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that they may consider necessary or appropriate in connection with the administration of the Trust. Any action by one or more of the Trustees in their capacity as such hereunder shall be deemed an action on behalf of the Trust, and not an action in an individual capacity. Without limiting the foregoing, the Trustees may: (i) adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number and (ii) fill vacancies caused by enlargement in or remove from its number in accordance with this Declaration of their number or by the deathTrust, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; (iii) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (iv) employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or agent, distribution disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (v) employ auditors, counsel or other agents of the Trust, subject to the conditions set forth in this Declaration of Trust or in the By-Laws; (vi) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (vii) retain one or more distribution plans of any kindInvestment Advisers and authorize such Investment Advisers to retain sub-advisers; (viii) redeem, repurchase and transfer Shares pursuant to applicable law; (ix) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and (x) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; (xi) establish from time to construe time, in accordance with the provisions of Article III, hereof, any Series (or Class) of Shares, each such Series (or Class) to operate as a separate and interpret this Declaration distinct investment medium and with separately defined investment objectives and policies and distinct investment purpose; and (xii) in general delegate such authority as they consider desirable to any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such administrator, custodian, transfer or shareholder servicing agent, Investment Adviser, sub-adviser or Principal Underwriter. Without limiting the foregoing, the Board of Trustees shall have all the powers granted to a board of directors under the 1940 Act. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as The powers delegated to the Trustees in this Section 3 are without prejudice to the delegated powers of the Trustees set forth in the other provisions of this Declaration of Trust and the By-Laws. Unless otherwise specified herein or in the By-Laws or required by federal law including law, any action by the Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office, present at a meeting of Trustees at which a quorum of Trustees is present, or a majority of any duly constituted committee of Trustees within or without the State of Delaware. Any action required or permitted to be taken at any meeting of the Board of Trustees, or any committee thereof, may be taken without a meeting, without prior notice, if a majority of the Trustees or committee (as the case may be) (or such larger proportion thereof as shall be required by any express provision of this Declaration of Trust or the By-Laws) consent thereto in writing (manually or electronically), and the writing or writings are filed with the minutes of the proceedings of the Board of Trustees, or committee, except as otherwise provided in the 1940 Act. Such action by written consent shall have the same force and effect as a majority vote at a meeting of the Board of Trustees, neither or committee thereof, as the case may be. The Trustees nor any officer shall devote to the affairs of the Trust shall owe any fiduciary duty such time as may be necessary for the proper performance of their duties hereunder, but the Trustees are not expected to devote their full time to the Trust performance of such duties. The Trustees or any Series affiliate, partner or Class employee thereof, may engage in, or possess an interest in, any other business or venture of any nature and description, independently or with or for the account of others. Neither the Trust nor any Shareholder shall have the right to participate or share in such business or venture or any Shareholder. Unless otherwise expressly provided herein profit or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderscompensation derived therefrom. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 7 contracts
Samples: Agreement and Declaration of Trust (Catholic Responsible Investments Funds), Agreement and Declaration of Trust (Frost Family of Funds), Agreement and Declaration of Trust (Catholic Responsible Investments Funds)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the "business judgment rule," as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust to replace such other duties and liabilities of such Trustee. (or to act on behalf of the Trust):b)
Appears in 6 contracts
Samples: Agreement and Declaration of Trust (Franklin Fund Allocator Series), Agreement and Declaration of Trust (Franklin Managed Trust), Templeton China World Fund
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees they shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: may adopt By-Laws Bylaws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsBylaws do not reserve that right to the Shareholders; enlarge in accordance with Section 1 of this Article they may fill vacancies in and increase or reduce their the number and fill vacancies caused by enlargement of their number or by the deathTrustees, declination to serve, resignation, retirement, removal or incapacity of a Trustee; they may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which ; they may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder servicing agent, or both; , provide for the issuance and distribution of Shares by the Trust directly or Trust, through one or more Principal Underwriters, or both, principal underwriters or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office , and have a registered agent in general delegate such authority as they consider desirable to any officer of the State Trust, to any committee of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or Shareholder servicing agent, or principal underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoingforegoing and to the extent not inconsistent with the 1940 Act or other applicable law, the Trustees shall have the power and authority to cause the Trust (or to act for and on behalf of the Trust):Trust and each separate Series established hereunder:
Appears in 6 contracts
Samples: American Century International Bond Funds, American Century Municipal Trust, American Century California Tax Free & Municipal Funds
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such personnel, exercise exclusive supervision of such personnel, and remove one or more of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any officer of the Trust, to any committee of the Trust and to any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or interpretationother service provider, to the extent authorized and in accordance with this Declaration of Trust, the By-Laws and applicable law. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):.
Appears in 6 contracts
Samples: Agreement and Declaration (Philadelphia Investment Partners New Generation Fund), Agreement and Declaration (Cheswold Lane Funds), Agreement (Cheswold Lane Funds)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to ShareholdersShareholders of each Series from the assets of such Series. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Nothing in this Declaration of Trust shall be deemed to create any fiduciary duty or, except to the extent required by federal applicable law including or expressly stated herein, any other legal duty or obligation (a) on the 1940 Act, neither part of the Trustees nor or Trust officers to the Trust, the Shareholders, or any officer other Person or (b) on the part of the Trust shall owe any fiduciary duty to the Trust Shareholders or any Series or Class or any Shareholderother Person. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 6 contracts
Samples: Agreement and Declaration (Milliman Variable Insurance Trust), Agreement and Declaration (Milliman Variable Insurance Trust), Agreement and Declaration (Ivy Variable Insurance Portfolios)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust as described in this Declaration of Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-LawsLaws to the extent that such By-Laws do not reserve that right to the Shareholders; enlarge or reduce their the number of Trustees; remove any Trustee with or without cause as described above, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, retirement or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees committees, consisting of one two or more Trustees which Trustees, that may exercise the powers and authority of the Board of Trustees to the extent that the Trustees so determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; employ an administrator for the Trust and may authorize such administrator to employ subadministrators; employ an investment adviser or investment advisers to the Trust and may authorize such Advisers to employ subadvisers; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including pursuant to one or more distribution plans of any kindrepurchase and transfer Shares; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 6 contracts
Samples: Agreement and Declaration (Evergreen Global Dividend Opportunity Fund), Agreement and Declaration (Evergreen Global Dividend Opportunity Fund), Agreement and Declaration (Evergreen Global Dividend Opportunity Fund)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility responsibility, including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number and fill vacancies caused by enlargement of in or remove from their number or by the deathnumber, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees Trustees, which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and, in general, delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein specified or required by federal law including law, any action by the 1940 Act, Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees shall act then in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholdersoffice. Without limiting the foregoing, the Trustees Trust shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 6 contracts
Samples: Agreement and Declaration (Sa Funds Investment Trust), Agreement and Declaration of Trust (RWB Funds Investment Trust), Agreement and Declaration (Kit Cole Investment Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number; remove any Trustee with or without cause at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, resignation or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or Shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum (as defined in the By-Laws as the same may be amended from time to time) of Trustees are present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 5 contracts
Samples: Agreement and Declaration (Merrill Lynch Global Equity Fund), Merrill Lynch Principal Protected Trust, Master Inflation Protected Trust
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number; remove any Trustee with or without cause at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, resignation or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or Shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 5 contracts
Samples: Agreement and Declaration (Strategic Partners Series), Agreement (Prudential Mid Cap Value Fund), Agreement (Prudential Real Estate Fund)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and ; the Trustees shall have full power and authority to do any and all powers acts and to make and execute any and all contracts and instruments that they may consider necessary or convenient to carry out that responsibility appropriate in connection with the management of the Trust, including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number; remove any Trustee with or without cause at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, resignation or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power assets available therefor; and in general exercise, or delegate to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or Shareholder servicing agent, or Principal Underwriter, such authority as they consider desirable. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 5 contracts
Samples: Agreement and Declaration (First Eagle Variable Funds), First Eagle Funds, Agreement and Declaration (First Eagle Funds Inc)
Powers. (a) Subject to the provisions of this Declaration of TrustTrust Instrument, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility responsibility, including the power to engage in securities investment transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Trust Instrument providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-LawsLaws to the extent that such By-Laws do not reserve that right to the Shareholders; enlarge or reduce their the number of Trustees; remove any Trustee with or without cause at any time by written instrument signed by a least two-thirds of the remaining Trustees, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, retirement or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees committees, consisting of one any number of (or more no) Trustees which and any number of other individuals, that may exercise the powers and authority of the Board of Trustees to the extent that the Trustees so determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians sub-custodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; employ an Administrator for the Trust and authorize such Administrator to employ sub-administrators; employ an Investment Adviser to the Trust and authorize such Investment Adviser to employ sub-advisers; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of the Trust, to any committee of the Trust and to act upon any agent or employee of the Trust or to any such construction Investment Adviser, Administrator, sub-adviser, sub-administrator, custodian, transfer or interpretationshareholder servicing agent, or Principal Underwriter. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of TrustTrust Instrument, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power taken by: (1) a majority of the Trustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without any vote the State of Delaware; or (2) by the written consent of the Shareholders. Without limiting the foregoing, a majority of the Trustees shall have then in office, subject to any conditions, requirements, or restrictions contained in the power and authority to cause the Trust (or to act on behalf of the Trust):By-Laws.
Appears in 5 contracts
Samples: Agreement and Declaration of Trust (Beacon Pointe Multi-Alternative Fund), Agreement and Declaration of Trust (Total Fund Solution), And Restated Agreement and Declaration of Trust (Cantor Select Portfolios Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees they shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: may adopt By-Laws Bylaws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and any may amend and repeal them to the extent that such By-LawsBylaws do not reserve that right to the Shareholders; enlarge they may fill vacancies in or reduce their the number of Trustees, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which ; they may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder servicing agent, or both; , provide for the issuance and distribution of Shares by the Trust directly or Trust, through one or more Principal Underwriters, or both, principal underwriters or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office , and have a registered agent in general delegate such authority as they consider desirable to any officer of the State Trust, to any committee of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or Shareholder servicing agent, or principal underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 5 contracts
Samples: Amended and Restated Agreement (American Century Target Maturities Trust), Agreement and Declaration of Trust (American Century Government Income Trust), Agreement and Declaration of Trust (American Century Investment Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number and fill vacancies caused by enlargement of in or remove from their number or by the deathnumber, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder Shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or Shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein specified or required by federal law including law, any action by the 1940 Act, Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees shall act then in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholdersoffice. Without limiting the foregoing, the Trustees Trust shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 4 contracts
Samples: Agreement and Declaration (Advisors Series Trust), Agreement and Declaration (Amivest NFB Funds Trust), Agreement and Declaration (Amivest NFB Funds Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust as described in this Declaration of Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-LawsLaws to the extent that such By-Laws do not reserve that right to the Shareholders; enlarge or reduce their the number of Trustees; remove any Trustee with cause at any time by written instrument signed by at least three-quarters of the then Trustees prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, retirement or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees committees, consisting of one two or more Trustees which Trustees, that may exercise the powers and authority of the Board of Trustees to the extent that the Trustees so determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; employ an administrator for the Trust and may authorize such administrator to employ subadministrators; employ an investment adviser or investment advisers to the Trust and may authorize such Advisers to employ subadvisers; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 4 contracts
Samples: Agreement and Declaration (Evergreen Utilities & High Income Fund), Agreement and Declaration (Evergreen Income Advantage Fund), Agreement and Declaration (Evergreen Income Opportunity Fund)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust as described in this Declaration of Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-LawsLaws to the extent that such By-Laws do not reserve that right to the Shareholders; enlarge or reduce their the number of Trustees; remove any Trustee with or without cause at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, retirement or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; , appoint from their own number and establish and terminate one or more committees committees, consisting of one two or more Trustees which Trustees, that may exercise the powers and authority of the Board of Trustees to the extent that the Trustees so determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; employ an administrator for the Trust and may authorize such administrator to employ subadministrators; employ an investment adviser or investment advisers to the Trust and may authorize such Advisers to employ subadvisers; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 4 contracts
Samples: And Restated Agreement (Allianz Variable Insurance Products Fund of Funds Trust), Agreement and Declaration of Trust (Allianz Variable Insurance Products Trust), Agreement and Declaration (Allianz Variable Insurance Products Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust and any Series shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility responsibility, including the power to engage in securities transactions of all kinds on behalf of the TrustTrust or any Series. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for the regulation and management of the affairs of the Trust and any Series and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the TrustTrust and any Series, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust or assets held with respect to any Series, and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust or any Series directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and Trust, a Series or the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by mandatory provisions of applicable federal law law, including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any ShareholderShareholder or any other Person, and shall not have any other duty or obligation except as expressly provided by the terms of this Declaration of Trust, and no implied duties or obligations shall be read into this Declaration of Trust against the Trustees and the officers of the Trust. To the extent that, at law (common or statutory) or in equity, a Trustee or officer of the Trust has duties (including fiduciary duties) and liabilities relating thereto to the Trust or any Series or Class, to the Shareholders or to any other Person, a Trustee or officer of the Trust acting under this Declaration of Trust shall not be liable to the Trust, to any Series or Class, to the Shareholders or to any other Person for his good faith reliance on the provisions of this Declaration of Trust. The provisions of this Declaration of Trust, to the extent that they restrict the duties and limit the liabilities of the Trustees or the officers of the Trust otherwise existing at law (common or statutory) or in equity, replace such other duties and liabilities of such Trustees or officers of the Trust. Unless otherwise expressly provided herein or required by federal law applicable law, including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust and any Series (or to act on behalf of the TrustTrust and any Series):
Appears in 4 contracts
Samples: 1290 Funds, Agreement (Symmetry Panoramic Trust), www.sec.gov
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number and fill vacancies caused by enlargement of in or remove from their number or by the deathnumber, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Board of Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 4 contracts
Samples: Agreement and Declaration (Professionally Managed Portfolios), Exhibit Index (Professionally Managed Portfolios), Agreement and Declaration (Leahi Investment Trust)
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (10) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; (12) hire personnel as staff for the Board of Trustees have or for the Disinterested Trustees, set the compensation to be paid by the Trust to such personnel, exercise exclusive supervision of such personnel, and remove one or more of such personnel, at the discretion of the Board of Trustees or the Disinterested Trustees, as applicable; (13) retain special counsel, other experts and/or consultants for the Board of Trustees, for the Disinterested Trustees, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees or the Disinterested Trustees, as applicable; (14) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust pay or satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to construe dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and interpret this Declaration (15) in general delegate such authority as they consider desirable to any officer of Trust the Trust, to any committee of the Board of Trustees and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or required by federal law including law, any action by the 1940 Act, Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees shall act then in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):office.
Appears in 4 contracts
Samples: Agreement and Declaration of Trust (Aberdeen Funds), Agreement and Declaration (Aberdeen Funds), Agreement and Declaration (Aberdeen Funds)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):);
Appears in 3 contracts
Samples: Agreement and Declaration of Trust of Fairway Private Markets Fund (Fairway Private Markets Fund), Agreement and Declaration (Fairway Private Equity & Venture Capital Opportunities Fund), Agreement and Declaration of Trust (Fairway Private Equity Venture Capital Fund)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish and designate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class thereof; and (14) in general delegate such authority as it considers desirable to any officer of the Trust, to any committee of the Trust and to any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or interpretationother service provider, to the extent authorized and in accordance with this Declaration of Trust, the By-Laws and applicable law. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series (or class) thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):.
Appears in 3 contracts
Samples: Agreement and Declaration (Franklin Floating Rate Master Trust), Agreement and Declaration (Templeton Developing Markets Trust), Agreement and Declaration (Templeton China World Fund Inc)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility responsibility, including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number and fill vacancies caused by enlargement of in or remove from their number or by the deathnumber, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees Trustees, which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain an administrator and a portfolio adviser for each Series of Shares; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and, in general, delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein specified or required by federal law including law, any action by the 1940 Act, Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees shall act then in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholdersoffice. Without limiting the foregoing, the Trustees Trust shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 3 contracts
Samples: Agreement and Declaration of Trust (Purisima Funds), Agreement and Declaration (Berkeley Capital Management Funds), Agreement (Metropolitan West Funds)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility responsibility, including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws Bylaws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsBylaws do not reserve that right to the Shareholders; enlarge or reduce their number and fill vacancies caused by enlargement of in or remove from their number or by the deathnumber, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees Trustees, which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and, in general, delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein specified or required by federal law including law, any action by the 1940 Act, Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees shall act then in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholdersoffice. Without limiting the foregoing, the Trustees Trust shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 3 contracts
Samples: Agreement and Declaration (Optimum Q Funds), Agreement and Declaration (Merger Fund Vl), Agreement and Declaration (Blue & White Funds Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may: adopt (1) adopt, amend, restate and repeal By-Laws not inconsistent with this Declaration of Trust and the By-Laws providing for the regulation and management of the affairs of the Trust (including every Series thereof); (2) fill vacancies in or remove from its number in accordance with this Declaration of Trust and may amend and repeal such the By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; (3) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; (4) appoint from their its own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determinedetermines, including a committee consisting in accordance with this Declaration of fewer than all of the Trustees then in office, which may act for and bind the Trustees Trust and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory bodyBy-Laws; (5) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (6) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany portion or all of them; (7) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (8) retain one or more distribution plans of any kindInvestment Adviser(s); (9) redeem, repurchase and transfer Shares pursuant to applicable law; (10) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (11) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (12) establish and designate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class thereof; and (13) in general delegate such authority as it considers desirable to any officer of the Trust, to any committee of the Board of Trustees and to any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretation. Any construction shareholder servicing agent, Principal Underwriter or interpretation of Investment Adviser, in accordance with this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust and the Shareholders or any Series (or class) thereof made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):.
Appears in 3 contracts
Samples: Agreement and Declaration (Assetmark Funds), Agreement and Declaration (Templeton Capital Accumulator Fund Inc), Agreement and Declaration (Assetmark Funds)
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (a) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (b) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (c) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (d) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians sub-custodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (e) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (f) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (g) retain one or more distribution plans of any kindInvestment Adviser(s); (h) redeem, repurchase and transfer Shares pursuant to applicable law; (i) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (j) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (k) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (l) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor any officer the officers, directors, shareholders or partners of the Trust Trustees, shall owe any fiduciary duty be expected to devote their full time to the Trust performance of such duties. The Trustees, or any Series Affiliate shareholder, officer, director, partner or Class employee thereof, or any Shareholder. Unless otherwise expressly provided herein Person owning a legal or required by federal law including beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent account of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):others.
Appears in 3 contracts
Samples: Agreement and Declaration (E-Valuator Funds Trust), Agreement and Declaration of Trust (SFS Series Trust), Amended Agreement (World Funds Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number and fill vacancies caused by enlargement of in or remove from their number or by the deathnumber, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder servicing agent, agent or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Board of Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 3 contracts
Samples: Agreement and Declaration (Robertson Stephens Investment Trust), Agreement and Declaration (Robertson Stephens Investment Trust), Robertson Stephens Investment Trust
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which that may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, of Delawarethis Declaration of Trust; and (10) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor any officer the officers, directors, shareholders or partners of the Trust Trustees, shall owe any fiduciary duty be expected to devote their full time to the Trust performance of such duties. The Trustees, or any Series Affiliate shareholder, officer, director, partner or Class employee thereof, or any Shareholder. Unless otherwise expressly provided herein Person owning a legal or required by federal law including beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent account of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):others.
Appears in 3 contracts
Samples: Agreement and Declaration (Wonderfund Trust), Volt ETF Trust, Agreement and Declaration (Zacks Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one (3) to delegate such authority as they consider desirable to a committee or more committees consisting comprised of one Trustees or more Trustees which may exercise the powers and authority any officers or agents of the Board of Trustees to the extent that the Trustees determineTrust including, including a committee consisting of fewer than all of the Trustees then in officewithout limitation, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory bodyan Executive Committee; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, fund accountant, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (10) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, fund accountant, legal counsel, independent auditors for the Trust, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor any officer the officers, directors, shareholders or partners of the Trust Trustees, shall owe any fiduciary duty be expected to devote their full time to the Trust performance of such duties. The Trustees, or any Series Affiliate shareholder, officer, director, partner or Class employee thereof, or any Shareholder. Unless otherwise expressly provided herein Person owning a legal or required by federal law including beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent account of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):others.
Appears in 3 contracts
Samples: Agreement and Declaration of Trust (4 Winds Family of Funds), Agreement and Declaration of Trust (Stratevest Funds), 4 Winds Family of Funds
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) repurchase Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):.
Appears in 3 contracts
Samples: Agreement and Declaration of Trust (Franklin Global Trust), Agreement and Declaration (Delaware Investments Enhanced Global Dividend & Income Fund), Agreement and Declaration (Franklin Mutual Recovery Fund)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to engage the same extent as if the Board of Trustees was the sole owner of such assets and business in securities transactions of its own right, including such authority, power and control to do all kinds on behalf acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of the Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the DT1 931951v4 08/11/11 Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State of Delawaremanner provided in Article V, Section 4 hereof; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such personnel, exercise exclusive supervision of such personnel, and remove one or more of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a Shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any officer of the Trust, to any committee of the Trust and to any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or interpretationother service provider, to the extent authorized and in accordance with this Declaration of Trust, the By-Laws and applicable law. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):.
Appears in 3 contracts
Samples: Agreement and Declaration of Trust (Manor Investment Funds Inc), Agreement and Declaration of Trust (Manor Investment Funds Inc), Agreement and Declaration of Trust (Manor Investment Funds Inc)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to ShareholdersShareholders of each Series from the assets of such Series; and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent, independent contractor or employee of the Trust or to any such custodian, administrator, transfer or shareholder servicing agent, Manager, investment advisor or sub-advisor, Principal Underwriter or other service provider, provided that such delegation of authority by the Trustees shall not cause any Trustee to cease to be a Trustee of the Trust or cause such officer, agent, employee, custodian, transfer or shareholder servicing agent, Manager, Principal Underwriter or other service provider to whom any authority has been delegated to be a Trustee of the Trust. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 3 contracts
Samples: Agreement and Declaration (Ivy NextShares), Agreement and Declaration of Trust (Ivy Funds Inc), Agreement and Declaration (Ivy Funds Inc)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust and any Series shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility responsibility, including the power to engage in securities transactions of all kinds on behalf of the TrustTrust or any Series. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for the regulation and management of the affairs of the Trust and any Series and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the TrustTrust and any Series, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust or assets held with respect to any Series, and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law law, including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law law, including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust and any Series (or to act on behalf of the TrustTrust and any Series):
Appears in 2 contracts
Samples: Agreement and Declaration (1290 Funds), Agreement and Declaration of Trust (1290 Funds)
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shallmanage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry tocarry out that responsibility including responsibility, including, without limitation, the power to engage in securities transactions of or other transactionsof all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and allacts and to make and execute any and all contracts and instruments that it may consider necessary or appropriatein connection with the administration of the Trust. The Trustees shall not be bound or limited by present orfuture laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority andabsolute power and control over the assets of the Trust and the business of the Trust to the same extent as if theTrustees were the sole owners of the assets of the Trust and the business in their own right, including suchauthority, power and control to do all acts and things as they, in their sole discretion, shall deem proper toaccomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend andrepeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the ofthe affairs of the Trust and may amend and repeal such Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration ofTrust or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider theyconsider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting committeesconsisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent theextent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and authorize mayauthorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system asystem or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or transferagent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or both; all of them;(6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, PrincipalUnderwriters or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transferShares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various tovarious matters; establish a registered office and have a registered agent , in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation manner provided in Article V, Section 5 of this Declaration of Trust; (10) declare and paydividends and distributions to Shareholders from the Trust by Property; (11) establish from time to time, inaccordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series tooperate as a separate and distinct investment medium and with separately defined investment objectives andpolicies and distinct investment purposes; and (12) in general delegate such authority as they consider desirableto any officer of the Trust, to any committee of the Board of Trustees and to any action taken pursuant thereto and agent or employee of the Trustor to any such custodian, transfer, dividend disbursing or shareholder servicing agent, Principal Underwriter orInvestment Adviser. Any determination as to what is in the best interests of the Trust and the Shareholders made by the Trustees Board ofTrustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power ofpower to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard ofTrustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may betaken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the casemay be, shall individually or collectively consent in writing to that action. Such action by written consent shallhave the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the casemay be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board ofTrustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the properperformance of their duties hereunder, but neither the Trustees nor any officer the officers, directors, shareholders orpartners of the Trust Trustees, shall owe any fiduciary duty be expected to devote their full time to the Trust performance of such duties. TheTrustees, or any Series Affiliate shareholder, officer, director, partner or Class employee thereof, or any Shareholder. Unless otherwise expressly provided herein Person owning alegal or required by federal law including beneficial interest therein, may engage in or possess an interest in any other business or venture of anynature and description, independently or with or for the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent account of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):others.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Elessar Funds Investment Trust), Agreement and Declaration of Trust (Elessar Funds Investment Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number; remove any Trustee with or without cause at any time by an instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Shareholders of each Series from the assets of such Series; and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer or interpretation. Any construction shareholder servicing agent, Manager or interpretation Principal Underwriter, provided that such delegation of this Declaration of Trust authority by the Trustees and shall not cause any action taken pursuant thereto and Trustee to cease to be a Trustee of the Trust or cause such officer, agent, employee, custodian, transfer or shareholder servicing agent, Manager or Principal Underwriter to whom any authority has been delegated to be a Trustee of the Trust. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum (as defined in the By-Laws) of Trustees is present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 2 contracts
Samples: Agreement and Declaration (Prudential Series Fund), Jennison 20/20 Focus Fund
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number; remove any Trustee with or without cause at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, resignation or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or Shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 2 contracts
Samples: Agreement and Declaration (Target Portfolio Trust), Agreement and Declaration of Trust (Prudential Institutional Fund)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: ; adopt By-By- Laws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):);
Appears in 2 contracts
Samples: Agreement and Declaration (Meketa Infrastructure Fund), Primark Private Equity Fund
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: ; adopt By-Laws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit suit, examination, investigation or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):);
Appears in 2 contracts
Samples: Agreement and Declaration (Stone Ridge Trust VIII), Agreement and Declaration (Stone Ridge Trust VIII)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the Bylaws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power, and control to do all acts and things as the Board of Trustees, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees Board of Trustees, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the Bylaws, may: (i) adopt By-Laws providing for the regulation and management Bylaws not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (ii) amend, restate, and repeal such By-LawsBylaws, subject to and in accordance with the provisions of such Bylaws; enlarge or reduce their number (iii) remove Trustees and fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBylaws; (iv) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider the Board of Trustees considers appropriate, in accordance with this Declaration of Trust and the Bylaws; appoint from their own number and (v) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that Bylaws; (vi) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property, and authorize such custodians to employ subcustodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (vii) retain a transfer or similar agent or a agent, dividend disbursing agent, shareholder servicing agent, or bothadministrative services agent, or any number thereof, or any other service provider, as deemed appropriate; (vii) provide for the issuance and distribution of Shares by the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (ix) retain one or more distribution plans Investment Adviser(s); (x) reacquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (xi) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent matters in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (xii) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property in accordance with this Declaration of Trust and the Bylaws; (xiii) establish, designate, and redesignate any Series or Class of the Trust or Class of a Series, from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof; (xiv) hire personnel as staff for the Board of Trustees, or for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such personnel, exercise exclusive supervision of such personnel, and remove one or more of such personnel at the discretion of the Board of Trustees; (xv) retain special counsel, other experts, and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts, and/or consultants, and remove one or more of such special counsel, other experts, and/or consultants at the discretion of the Board of Trustees; (xvi) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims, or expenses incurred in connection therewith, including those of litigation, and such construction power shall include, without limitation, the power of the Board of Trustees or interpretationany appropriate committee thereof, in the exercise of its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim, or demand, derivative or otherwise, brought by any person, including a Shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (xvii) in general, delegate such authority as the Board of Trustees considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust, or to any custodian, transfer, dividend disbursing or shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any Bylaws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in an substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power Bylaws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (or to act on behalf replace such other duties and liabilities of the Trust):such Trustee.
Appears in 2 contracts
Samples: Agreement and Declaration (AssetMark Funds II), Agreement and Declaration (AssetMark Funds II)
Powers. Subject to the provisions of this Declaration of TrustDeclaration, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trustresponsibility. Without limiting the foregoing, the Trustees may: (i) adopt By-Laws not inconsistent with this Declaration providing for the regulation and management of the affairs of the Trust and may amend and repeal the By-Laws to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number (ii) elect persons to serve as Trustees and fill vacancies caused by enlargement in the Board of their number or by Trustees, and remove Trustees from such Board in accordance with the deathprovisions of this Declaration, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (iii) appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (iv) employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians sub-custodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder servicing agent, or both, and employ such other Persons as the Trustees may deem desirable for the transaction of business of the Trust or any Series; (v) provide for the issuance issuance, sale and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; (vi) redeem, including repurchase, retire, cancel, acquire, hold, resell, reissue, classify, reclassify, and transfer and otherwise deal in Shares pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):applicable
Appears in 2 contracts
Samples: Gottex Multi-Asset Endowment Fund -- Class II, Gottex Multi-Asset Endowment Fund -- Class I
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if they were the sole owners of the Trust Property and business in their own right. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Putnam ETF Trust), Agreement and Declaration of Trust (Putnam ETF Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise specified herein or required by law, any action by the Trustees shall be deemed effective if approved or taken by a majority of the Trustees present at a meeting of Trustees at which a quorum (as defined in the By-Laws) of Trustees is present, within or without the State of Delaware. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 2 contracts
Samples: PGIM Rock ETF Trust, PGIM Rock ETF Trust
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust as described in this Declaration of Trust. Without limiting the foregoing, the Trustees may: (i) adopt By-Laws Bylaws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-LawsBylaws to the extent that such Bylaws do not reserve that right to the Shareholders; (ii) enlarge or reduce their the number of Trustees; (iii) remove any Trustee with or without cause at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, retirement or removal or incapacity of a Trustee; (iv) elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; , appoint from their own number and establish and terminate one or more committees committees, consisting of one two or more Trustees which Trustees, that may exercise the powers and authority of the Board of Trustees to the extent that the Trustees so determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (v) employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; (vi) employ an administrator for the Trust and may authorize such administrator to employ subadministrators; (vii) employ an investment adviser or investment advisers to the Trust and may authorize such Advisers to employ subadvisers; (viii) retain a transfer or similar agent or a shareholder servicing agent, or both; (ix) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; (x) redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; (xi) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and (xii) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and (xiii) in general, delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the Bylaws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 2 contracts
Samples: An Agreement and Declaration of Trust (Securian Funds Trust), Agreement and Declaration of Trust (Advantus Series Fund Inc)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust. The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) repurchase Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) to act upon the extent necessary to give effect to the rights, powers and preferences of any series or class established and designated, allocate assets and liabilities of the Trust to a particular series or class or apportion the same among two or more series or classes; and (14) in general delegate such authority as it considers desirable to any officer of the Trust, to any committee of the Trust and to any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or interpretationother service provider, to the extent authorized and in accordance with this Declaration of Trust, the By-Laws and applicable law. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to the other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):.
Appears in 2 contracts
Samples: Agreement and Declaration (Franklin LTD Duration Income Trust), Agreement and Declaration (Franklin Templeton Limited Duration Income Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number; remove any Trustee with or without cause at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, resignation or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees (or one Trustee if necessary pursuant to Article VIII, Section 9 hereof) which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or Shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum (as defined in the By-Laws as may be amended from time to time) of Trustees is present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 2 contracts
Samples: Prudential Developing Markets Fund, Prudential Core Investment Fund
Powers. Subject to the provisions of this Declaration of TrustAgreement, the business of the Trust Company shall be under the exclusive and absolute control of the Directors and shall be managed by the TrusteesDirectors (but with such powers of delegation as may be permitted by this Agreement, the By-Laws and the Act), and the Trustees Directors shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the TrustCompany. Without limiting the foregoing, the Trustees Directors may: adopt By-Laws not inconsistent with this Agreement providing for the regulation and management of the affairs of the Trust Company and may amend and repeal such By-Lawsthem; enlarge or reduce their number; remove any Director with or without cause at any time by written instrument signed by at least two-thirds of the number of Directors prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, resignation or removal or incapacity of a TrusteeDirector; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees Directors which may exercise the powers and authority of the Board of Trustees Directors to the extent that the Trustees Directors determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Company and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust Company directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust the Company, to any committee of the Directors and to act upon any agent or employee of the Company or to any such construction custodian, transfer or interpretationShareholder servicing agent, or Principal Underwriter. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders Company made by the Trustees Directors in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of TrustAgreement, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the ShareholdersDirectors. Without limiting the foregoing, the Trustees Directors shall have the power and authority to cause the Trust Company (or to act on behalf of the TrustCompany):
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Master Bond LLC), Limited Liability Company Agreement (Master Bond LLC)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number and fill vacancies caused by enlargement of in or remove from their number or by the deathnumber, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; appoint to contract for management, administrative, advisory, and other services for the Trust or for any Series, in accordance with Section 7 of the Article IV; establish, from their own number and establish and terminate one time to time, an executive committee and/or such other committee or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of two or more Trustees (unless otherwise expressly provided by the Trustees then in officeBy-Laws), which committee may act for exercise such powers and bind authority as may be provided in the Trustees and By-Laws or as otherwise determined by the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation Board of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory bodyTrustees; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required Any action by federal law including the Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office unless this Declaration of Trust, the By-Laws, the 1940 ActAct or other applicable law expressly provides otherwise, neither and provided that any such action may be taken by any committee of the Board of Trustees duly constituted under this Declaration of Trust and under the By-Laws and acting in accordance with such By-Laws, and notwithstanding that such committee may consist of fewer than a majority of the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act then in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholdersoffice. Without limiting the foregoing, the Trustees Trust shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 2 contracts
Samples: Agreement and Declaration (Hc Capital Trust), Agreement and Declaration (Hirtle Callaghan Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust as described in this Declaration of Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-LawsLaws to the extent that such By-Laws do not reserve that right to the Shareholders; enlarge or reduce their the number of Trustees; remove any Trustee with or without cause at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, retirement or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees committees, consisting of one two or more Trustees which Trustees, that may exercise the powers and authority of the Board of Trustees to the extent that the Trustees so determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; employ an administrator for the Trust and may authorize such administrator to employ subadministrators; employ an investment adviser or investment advisers to the Trust and may authorize such Advisers to employ subadvisers; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including pursuant to one or more distribution plans of any kindrepurchase and transfer Shares; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 2 contracts
Samples: Agreement and Declaration (Asset Allocation Trust - DE), Agreement and Declaration (Asset Allocation Trust - DE)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power Bylaws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (or to act on behalf replace such other duties and liabilities of the Trust):such Trustee.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (FactorShares Trust), Agreement and Declaration of Trust (FactorShares Trust)
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians sub-custodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (10) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive conclusive. The Trustees who are not interested persons of the Trust shall have the authority to hire employees and binding on all Shareholders to retain advisers and all other Persons for all purposesexperts necessary to carry out their duties. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor any officer the officers, directors, shareholders or partners of the Trust Trustees, shall owe any fiduciary duty be expected to devote their full time to the Trust performance of such duties. The Trustees, or any Series Affiliate shareholder, officer, director, partner or Class employee thereof, or any Shareholder. Unless otherwise expressly provided herein Person owning a legal or required by federal law including beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent account of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):others.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Monachil Credit Income Fund), Agreement and Declaration (Monachil Credit Income Fund)
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (10) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (11) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor the officers, directors, shareholders or partners of the Trustees, shall be expected to devote their full time to the performance of such duties. The Trustees, or any officer Affiliate shareholder, officer, director, partner or employee thereof, or any Person owning a legal or beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the account of others. The Trustees who are not Interested Persons of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or hire employees and to act on behalf of the Trust):retain advisers and experts necessary to carry out their duties.
Appears in 2 contracts
Samples: Amended Agreement (AlphaCentric Prime Meridian Income Fund), Agreement and Declaration of Trust (BlueArc Multi-Strategy Fund)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number; remove any Trustee with or without cause at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, resignation or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or Shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the Shareholders. Without limiting Trustees present at a meeting of Trustees at which a quorum (as defined in the foregoingBy-Laws as the same may be amended from time to time) of Trustees are present, within or without the Trustees shall have the power and authority to cause the Trust (or to act on behalf State of the Trust):Delaware.
Appears in 2 contracts
Samples: Agreement and Declaration (Hotchkis & Wiley Funds /De/), Hotchkis & Wiley Funds /De/
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the Bylaws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power, and control to do all acts and things as the Board of Trustees, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees Board of Trustees, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the Bylaws, may: (i) adopt By-Laws providing for the regulation and management Bylaws not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (ii) amend, restate, and repeal such By-LawsBylaws, subject to and in accordance with the provisions of such Bylaws; enlarge or reduce their number (iii) remove Trustees and fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBylaws; (iv) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider the Board of Trustees considers appropriate, in accordance with this Declaration of Trust and the Bylaws; appoint from their own number and (v) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that Bylaws; (vi) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property, and authorize such custodians to employ subcustodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (vii) retain a transfer or similar agent or a agent, dividend disbursing agent, shareholder servicing agent, or bothadministrative services agent, or any number thereof, or any other service provider, as deemed appropriate; (viii) provide for the issuance and distribution of Shares by the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (ix) retain one or more distribution plans Investment Adviser(s); (x) reacquire and redeem Shares on behalf of the Trust or any kindSeries and transfer Shares pursuant to applicable law; (xi) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent matters in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (xii) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property in accordance with this Declaration of Trust and the Bylaws; (xiii) establish, designate, and redesignate any Series or Class of the Trust or Class of a Series, from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof; (xiv) hire personnel as staff for the Board of Trustees, or for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust or any Series to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel at the discretion of the Board of Trustees; (xv) retain special counsel, other experts, and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust or any Series to such special counsel, other experts, and/or consultants, and remove one or more of such special counsel, other experts, and/or consultants at the discretion of the Board of Trustees; (xvi) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust or any Series, and out of the assets of the Trust or any Series to pay or to satisfy any debts, claims, or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Board of Trustees or any appropriate committee thereof, in the exercise of its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim, or demand, derivative or otherwise, brought by any person, including a Shareholder in its own name or in the name of the Trust or any Series, whether or not the Trust or any Series or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust or any Series; and (xvii) in general, delegate such authority as the Board of Trustees considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust, or to any custodian, transfer, dividend disbursing or shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any Bylaws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the "business judgment rule," as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power Bylaws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (or to act on behalf replace such other duties and liabilities of the Trust):such Trustee.
Appears in 2 contracts
Samples: Agreement and Declaration (Allegiant Funds), Allegiant Advantage Funds
Powers. Subject to the provisions of The Trustees may, in accordance with this Declaration of TrustTrust Agreement, carry on the business of the Trust shall be managed by the Trustees, and the Trustees shall have all the powers necessary or convenient to conduct such business to carry out that responsibility the purpose of the Trust. The Trustees' powers include, but are not limited to, the power to; adopt By-Laws consistent with the Trust Agreement which specify procedures for conducting the daily business affairs of the Trust, including the power to engage in securities transactions of all kinds on behalf of amend and repeal the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for to the regulation and management of extent that the affairs of the Trust and may amend and repeal such By-LawsLaws do not reserve that right to the Shareholders; enlarge establish Sub-Trusts, each such Sub-Trust to operate as a separate and distinct investment medium and with separately defined investment objectives and policies; establish, from time to time in accordance with the provisions of Section 4.1 hereof, classes of Shares of any Series or reduce their number and fill vacancies caused by enlargement Sub-Trust or divide the Shares of their number any Series or by the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeSub-Trust into classes; elect and remove, with or without cause, such remove officers and appoint and terminate such agents as they consider appropriateand consultants and hire and terminate employees, any one or more of the foregoing of whom may be a Trustee, and may provide for the compensation of all of the foregoing; appoint from their own number number, and establish and terminate terminate, any one or more committees consisting of one two or more Trustees, including without implied limitation an executive committee, which may, when the Trustees which may are not in session and subject to the 1940 Act, exercise some or all of the powers power and authority of the Board of Trustees to the extent that as the Trustees may determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Advisers, Administrators, Depositories and Custodians and may authorize such custodians any Depository or Custodian to employ subcustodians sub custodians or agents and to deposit all or any part of such assets in a system or systems for the central handling of securities and debt instruments, retain transfer, dividend, accounting or with a Federal Reserve Bank; retain a transfer Shareholder servicing agents or similar agent or a shareholder servicing agentany of the foregoing, or both; provide for the issuance and distribution of Shares shares by the Trust directly or through one or more Principal Underwritersdistributors, or both, principal underwriters or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions in general, they may delegate to Shareholders. The Trustees have any officer of the power Trust, to construe and interpret this Declaration any committee of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and to any action taken pursuant thereto employee, adviser, administrator, distributor, depository, custodian, transfer and dividend disbursing agent, or any determination other agent or consultant of the Trust such authority, powers, functions and duties as they consider desirable or appropriate for the conduct of the business and affairs of the Trust, including authority to what is act in the interests name of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except , to sign documents and to act as required by federal law including attorney-in-fact for the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the ShareholdersTrustees. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act Trustees, on behalf of the Trust):, shall, in accordance with the 1940 Act or other applicable law, have the authority:
Appears in 2 contracts
Samples: Senior Funds Master Trust Agreement (Senior Funds), Master Trust Agreement (Amerisen Funds)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a Shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (or to act on behalf replace such other duties and liabilities of the Trust):such Trustee.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (MidBridge Private Markets Fund), Agreement and Declaration of Trust (MBC Total Private Markets Access Fund)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the Bylaws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power, and control to do all acts and things as the Board of Trustees, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees Board of Trustees, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the Bylaws, may: (i) adopt By-Laws providing for the regulation and management Bylaws not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (ii) amend, restate, and repeal such By-LawsBylaws, subject to and in accordance with the provisions of such Bylaws; enlarge or reduce their number (iii) remove Trustees and fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBylaws; (iv) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider the Board of Trustees considers appropriate, in accordance with this Declaration of Trust and the Bylaws; appoint from their own number and (v) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that Bylaws; (vi) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property, and authorize such custodians to employ subcustodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (vii) retain a transfer or similar agent or a agent, dividend disbursing agent, shareholder servicing agent, or bothadministrative services agent, or any number thereof, or any other service provider, as deemed appropriate; (viii) provide for the issuance and distribution of Shares by the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (ix) retain one or more distribution plans Investment Adviser(s); (x) reacquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (xi) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent matters in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (xii) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property in accordance with this Declaration of Trust and the Bylaws; (xiii) establish, designate, and redesignate any Series or Class of the Trust or Class of a Series, from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof; (xiv) hire personnel as staff for the Board of Trustees, or for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such personnel, exercise exclusive supervision of such personnel, and remove one or more of such personnel at the discretion of the Board of Trustees; (xv) retain special counsel, other experts, and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts, and/or consultants, and remove one or more of such special counsel, other experts, and/or consultants at the discretion of the Board of Trustees; (xvi) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims, or expenses incurred in connection therewith, including those of litigation, and such construction power shall include, without limitation, the power of the Board of Trustees or interpretationany appropriate committee thereof, in the exercise of its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim, or demand, derivative or otherwise, brought by any person, including a Shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (xvii) in general, delegate such authority as the Board of Trustees considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust, or to any custodian, transfer, dividend disbursing or shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any Bylaws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power Bylaws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (or to act on behalf replace such other duties and liabilities of the Trust):such Trustee.
Appears in 2 contracts
Samples: Agreement and Declaration (Dimensional Emerging Markets Value Fund), Agreement and Declaration of Trust (Dfa Investment Trust Co)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (to replace such other duties and liabilities of such Trustee. Notwithstanding anything to the contrary in this Declaration of Trust, nothing in the Declaration of Trust that modifies, restricts or to act on behalf eliminates the duties or liabilities of the Trust):Trustees and officers shall apply to, or in any way limit the duties (including state law fiduciary duties of loyalty and care), or liabilities for the breach of such duties, of such persons with respect to, claims arising under the federal securities laws.
Appears in 2 contracts
Samples: Agreement and Declaration (Macquarie ETF Trust), Agreement and Declaration (Macquarie ETF Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets and business of the Trust in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt may (1) adopt, amend and repeal By-Laws providing Laws, not inconsistent with this Declaration of Trust, that provide for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (7) retain one or more distribution plans of any kindInvestment Advisers; (8) redeem, repurchase or transfer Shares pursuant to applicable law; (9) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (10) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power Trust Property; (11) establish from time to construe time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and interpret this Declaration distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (12) in general delegate such authority as they consider desirable to any officer of Trust and to act upon the Trust, any committee of the Board of Trustees, any agent or employee of the Trust, or any such construction custodian, transfer agent, dividend disbursing agent, shareholder servicing agent, administrative services agent, Principal Underwriter or interpretationInvestment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or required by federal law including law, any action by the 1940 Act, Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees shall act then in their sole discretion and office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may take any action or exercise any power be taken without any vote or consent a meeting if a majority of the Shareholdersmembers of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Without limiting the foregoing, the Trustees Such action by written consent shall have the power same force and authority effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to cause the affairs of the Trust (such time as may be necessary for the proper performance of their duties hereunder, but the Trustees are not expected to devote their full time to the performance of such duties. The Trustees, or to act on behalf any Affiliate partner or employee thereof, may engage in, or possess an interest in, any other business or venture of any nature and description, independently or with or for the Trust):account of others.
Appears in 2 contracts
Samples: Agreement and Declaration (Barrett Funds), Agreement and Declaration (Berwyn Income Fund Inc)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-LawsLaws to the extent that such By-laws do not reserve that right to the Shareholders; enlarge or reduce their the number of Trustees; remove any Trustee with or without cause at any time by written instrument signed by a least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, retirement or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees committees, consisting of one two or more Trustees which Trustees, that may exercise the powers and authority of the Board of Trustees to the extent that the Trustees so determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; employ an administrator for the Trust and may authorize such administrator to employ subadministrators; employ a Manager to the Trust and may authorize such Manager to employ subadvisers; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 2 contracts
Samples: Agreement and Declaration (787 Trust), Amended And (Eq Advisors Trust)
Powers. Subject The duty and authority to manage the affairs of the Trust is vested in the Sponsor, which duty and authority the Sponsor may further delegate, all pursuant to Section 3806(b)(7) of the Delaware Act. In furtherance of the foregoing, it is understood and agreed that all obligations, duties and responsibilities of the Trust under all documents to which the Trust is a party or otherwise has obligations shall be effected and undertaken by or at the discretion of the Sponsor, Administrator, Transfer Agent, or the Custodian, as applicable. To the extent that, at law or at equity, the Trustee has duties (including fiduciary duties) and liabilities relating thereto to the provisions Trust or the Sponsor, it is understood and agreed by the other parties hereto and the Sponsor that such duties and liabilities are eliminated and replaced by the duties and liabilities of the Trustee expressly set forth in this Amended and Restated Declaration of Trust, . The Sponsor (or any service provider authorized by the business Sponsor or the Trust) is hereby authorized to execute and deliver each and every document on behalf of the Trust shall be managed by or any of them to which the TrusteesTrust, or Trustee acting for and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust, is a party, and is authorized and empowered to execute and deliver, on behalf of the Trust or any of them, any and all other documents, to receive on behalf of the Trust, all notices, statements, reports, invoices, communications and other information to be delivered to the Trust under all such documents, and to make or cause to be made deposits and withdrawals from accounts of the Trust in accordance with the terms of this Amended and Restated Declaration of Trust, provided that Trustee shall not be liable for any action of the Sponsor (or any such service provider to the Trust). The Sponsor (or any service provider authorized by the Sponsor of the Trust) is authorized and empowered to pay or cause such other Persons to pay out of the Trust Property any amounts that are required to be paid by the Trust, including for the payment of fees, the reimbursement of expenses and the making of indemnity payments not otherwise payable by the Sponsor pursuant to this Amended and Restated Declaration of Trust or as described in the Registration Statement. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees Sponsor shall have the power and authority to cause the Trust (or to act on behalf of the Trust):);
Appears in 2 contracts
Samples: Trust and Trust Agreement (Invesco Galaxy Bitcoin ETF), Invesco Galaxy Bitcoin (Invesco Galaxy Bitcoin ETF)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees they shall have all powers necessary or convenient to carry out that responsibility responsibility, including the power to engage in securities and other investment transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: may adopt By-Laws Bylaws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsBylaws do not reserve that right to the Shareholders; enlarge or reduce their number and they may fill vacancies caused by enlargement of in or add to their number or by the deathnumber, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, remove such officers of the Trust and appoint and terminate such agents of the Trust as they consider appropriate; they may appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which ; they may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians sub-custodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder servicing agent, or both; , provide for the issuance and distribution of Shares by the Trust directly or Trust, through one or more Principal Underwriters, or both, principal underwriters or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office , and have a registered in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent in or employee of the State Trust or to any such custodian or underwriter. Without limiting the foregoing, the Trustees of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees the Trust shall have the power to construe hire at the Trust’s expense employees and interpret this Declaration other agents and experts necessary to carry out their duties, including the duties of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and who are not “Interested Persons” (as defined in the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer 0000 Xxx) of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required as determined by federal law including the 1940 Act, the such Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholdersdiscretion. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Ashmore Funds), Agreement and Declaration of Trust (Ashmore Funds)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by of the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Classes of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (or to act on behalf replace such other duties and liabilities of the Trust):such Trustee.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Red Cedar Fund Trust), Agreement and Declaration of Trust (Red Cedar Fund Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the Bylaws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power, and control to do all acts and things as the Board of Trustees, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees Board of Trustees, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the Bylaws, may: (i) adopt By-Laws providing for the regulation and management Bylaws not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (ii) amend, restate, and repeal such By-LawsBylaws, subject to and in accordance with the provisions of such Bylaws; enlarge or reduce their number (iii) remove Trustees and fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBylaws; (iv) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider the Board of Trustees considers appropriate, in accordance with this Declaration of Trust and the Bylaws; appoint from their own number and (v) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that Bylaws; (vi) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property, and authorize such custodians to employ subcustodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (vii) retain a transfer or similar agent or a agent, dividend disbursing agent, shareholder servicing agent, or bothadministrative services agent, or any number thereof, or any other service provider, as deemed appropriate; (viii) provide for the issuance and distribution of Shares by the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (ix) retain one or more distribution plans Investment Adviser(s); (x) reacquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (xi) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent matters in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (xii) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property in accordance with this Declaration of Trust and the Bylaws; (xiii) establish, designate, and redesignate any Series or Class of the Trust or Class of a Series, from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof; (xiv) hire personnel as staff for the Board of Trustees, or for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such personnel, exercise exclusive supervision of such personnel, and remove one or more of such personnel at the discretion of the Board of Trustees; (xv) retain special counsel, other experts, and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts, and/or consultants, and remove one or more of such special counsel, other experts, and/or consultants at the discretion of the Board of Trustees; (xvi) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims, or expenses incurred in connection therewith, including those of litigation, and such construction power shall include, without limitation, the power of the Board of Trustees or interpretationany appropriate committee thereof, in the exercise of its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim, or demand, derivative or otherwise, brought by any person, including a Shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (xvii) in general, delegate such authority as the Board of Trustees considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust, or to any custodian, transfer, dividend disbursing or shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any Bylaws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the "business judgment rule," as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power Bylaws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust to replace such other duties and liabilities of such Trustee. (or to act on behalf of the Trust):b)
Appears in 1 contract
Samples: Agreement and Declaration (Dfa Investment Trust Co)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such- authority, power and control to do all acts Franklin Custodian Trust and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Franklin Custodian Funds)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to Franklin Floating Rate Master Trust such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (or to act on behalf replace such other duties and liabilities of the Trust):such Trustee.
Appears in 1 contract
Samples: And Restated Agreement and Declaration of Trust (Franklin Floating Rate Master Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):By- # 1106709
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Franklin Alternative Strategies Funds)
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) determine the name under which the Trust and/or any Series of the Trust shall operate; (2) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (3) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (4) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (5) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (6) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (7) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (8) retain one or more distribution plans of any kindInvestment Adviser(s); (9) redeem, repurchase and transfer Shares pursuant to applicable law; (10) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (11) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (12) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (13) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor any officer the officers, directors, shareholders or partners of the Trust Trustees, shall owe any fiduciary duty be expected to devote their full time to the Trust performance of such duties. The Trustees, or any Series Affiliate shareholder, officer, director, partner or Class employee thereof, or any Shareholder. Unless otherwise expressly provided herein Person owning a legal or required by federal law including beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent account of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):others.
Appears in 1 contract
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By- Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in an substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (or to act on behalf replace such other duties and liabilities of the Trust):such Trustee.
Appears in 1 contract
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-LawsLaws to the extent that such By-laws do not reserve that right to the Shareholders; enlarge or reduce their the number of Trustees; remove any Trustee with or without cause at any time by written instrument signed by a least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective, and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, retirement or removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees committees, consisting of one two or more Trustees which Trustees, that may exercise the powers and authority of the Board of Trustees to the extent that the Trustees so determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; employ an administrator for the Trust and may authorize such administrator to employ sub-administrators; employ a Manager to the Trust and may authorize such Manager to employ sub-advisers; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. In addition, without limiting the foregoing, the Trustees may, in place of separately appointing each and any every agent or service provider of the Trust specified herein, employ a Manager to the Trust that is authorized to provide or to engage agents to provide administrative, fund accounting, transfer agency, dividend disbursing agent, custodial, distribution, auditing, legal and other services to the Trust and its Series. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or in the By-Laws or required by federal law including the 1940 Actlaw, any action by the Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a majority of the ShareholdersTrustees present at a meeting of Trustees at which a quorum of Trustees is present, within or without the State of Delaware. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 1 contract
Samples: Blue Ridge Funds Trust
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish and designate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class thereof; and (14) in general delegate such authority as it considers desirable to any officer of the Trust, to any committee of the Trust and to any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or interpretationother service provider, to the extent authorized and in accordance with this Declaration of -------------------------------------------------------------------------------- Trust, the By-Laws and applicable law. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series (or class) thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):.
Appears in 1 contract
Samples: Gartmore Mutual Funds Iii
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the "business judgment rule," as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (or to act on behalf replace such other duties and liabilities of the Trust):such Trustee.
Appears in 1 contract
Samples: Agreement and Declaration (Templeton Institutional Funds)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the "business judgment rule," as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in an substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (or to act on behalf replace such other duties and liabilities of the Trust):such Trustee.
Appears in 1 contract
Samples: Agreement and Declaration (Quaker Investment Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustee s shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the "business judgment rule," as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust to replace such other duties and liabilities of such Trustee. (or to act on behalf of the Trust):b)
Appears in 1 contract
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) employ an administrator for the Trust and may authorize sub-administrator to employ sub-administrators; (7) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (8) retain one or more distribution plans of any kindManager(s); (9) redeem, repurchase and transfer Shares pursuant to applicable law; (10) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (11) declare and pay dividends and distributions to Shareholders. The Shareholders of each Series from the assets of such Series; (12) establish from time to time, in accordance with the provisions of Article III, Section 7 hereof, any Series or Class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (13) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent or Manager. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor any officer the officers, directors, shareholders or partners of the Trust Trustees, shall owe any fiduciary duty be expected to devote their full time to the Trust performance of such duties. The Trustees, or any Series Affiliate shareholder, officer, director, partner or Class employee thereof, or any Shareholder. Unless otherwise expressly provided herein Person owning a legal or required by federal law including beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent account of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):others.
Appears in 1 contract
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws Bylaws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-LawsBylaws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriateappropriate without vote of the Shareholders of any Series or Class of the Trust unless required by applicable law; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law law, including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law law, including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
Appears in 1 contract
Samples: Agreement and Declaration of Trust (OWLshares Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s) or Money Manager(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Trust, Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, the Money Manager, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain counsel, other experts and/or consultants for the Trust, the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, the Money Manager, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to such counsel, other experts and/or consultants, and remove one or more of such counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, Money Manager, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (to replace such other duties and liabilities of such Trustee. The appointment, designation or to act on behalf identification of a Trustee as chair of the Trust):Board of Trustees, a member or chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert), or the lead independent Trustee, or any other special appointment, designation or identification of a Trustee, shall not impose on that person any standard of care or liability that is greater than that imposed on that person as a Trustee in the absence of the appointment, designation or identification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall be held to a higher standard of care by virtue thereof. In addition, no appointment, designation or identification of a Trustee as aforesaid shall affect in any way that Trustee’s rights or entitlement to indemnification or advancement of expenses.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Tiff Investment Program Inc)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-By- Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit suit, examination, investigation or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):);
Appears in 1 contract
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the Trustees such Board shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: may adopt By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that such By-LawsLaws do not reserve that right to the Shareholders; enlarge or reduce their number and fill vacancies caused by enlargement of in or remove from their number or by the deathnumber, declination to serve, resignation, retirement, removal or incapacity of a Trustee; and may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; , retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise; redeem, including repurchase and transfer Shares pursuant to one or more distribution plans of any kindapplicable law; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders of each Series from the power assets of such Series; and in general delegate such authority as they consider desirable to construe and interpret this Declaration any officer of Trust and the Trust, to act upon any such construction or interpretation. Any construction or interpretation committee of this Declaration of Trust by the Trustees and to any action taken pursuant thereto and agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, or Principal Underwriter. Any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Board of Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):authority:
Appears in 1 contract
Samples: Agreement and Declaration (Franklin Government Securities Trust)
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (1) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (2) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; (3) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (4) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (5) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (6) employ an administrator for the Trust and may authorize sub-administrator to employ sub-administrators; (7) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (8) retain one or more distribution plans of any kindManager(s); (9) redeem, repurchase and transfer Shares pursuant to applicable law; (10) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (11) declare and pay dividends and distributions to Shareholders. The Shareholders of each Series from the assets of such Series; (12) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (13) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent or Manager. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided specified herein or required by federal law including law, any action by the 1940 Act, the Board of Trustees shall act in their sole discretion and may take any action be deemed effective if approved or exercise any power without any vote or consent taken by a "majority of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):the
Appears in 1 contract
Powers. Subject to the provisions of this Declaration of Trust, the Board of Trustees shall manage the business of the Trust shall be managed by the TrusteesTrust, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility, including, without limitation, the power to engage in securities or other transactions of all kinds on behalf of the Trust. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the administration of the Trust. The Trustees shall not be bound or limited by present or future laws or customs with regard to investment by trustees or fiduciaries, but shall have full authority and absolute power and control over the assets of the Trust and the business of the Trust to the same extent as if the Trustees were the sole owners of the assets of the Trust and the business in their own right, including such authority, power and control to do all acts and things as they, in their sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Trustees may: adopt (a) adopt, amend and repeal By-Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; (b) fill vacancies in or remove from their number in accordance with this Declaration of Trust and may amend and repeal such or the By-Laws; enlarge or reduce their number , and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; may elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider appropriate; (c) appoint from their own number and establish and terminate one or more committees consisting of one two or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Board of Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; (d) employ one or more custodians of the assets of the Trust Property and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets Trust Property in a system or systems for the central handling of securities or with a Federal Reserve Bank; (e) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothall of them; (f) provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (g) retain one or more distribution plans of any kindInvestment Adviser(s); (h) redeem, repurchase and transfer Shares pursuant to applicable law; (i) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 5 of Delawarethis Declaration of Trust; and (j) declare and pay dividends and distributions to Shareholders. The Shareholders from the Trust Property; (k) establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series or class of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purposes; and (l) in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Board of Trustees have the power to construe and interpret this Declaration of Trust and to act upon any agent or employee of the Trust or to any such construction custodian, transfer, dividend disbursing or interpretationshareholder servicing agent, Principal Underwriter or Investment Adviser. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the best interests of the Trust and the Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as Unless otherwise specified herein or required by federal law including law, any action by the 1940 ActBoard of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office. Any action required or permitted to be taken by the Board of Trustees, or a committee thereof, may be taken without a meeting if a majority of the members of the Board of Trustees, or committee thereof, as the case may be, shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a majority vote of the Board of Trustees, or committee thereof, as the case may be. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees, or committee thereof, as the case may be. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor any officer the officers, directors, shareholders or partners of the Trust Trustees, shall owe any fiduciary duty be expected to devote their full time to the Trust performance of such duties. The Trustees, or any Series Affiliate shareholder, officer, director, partner or Class employee thereof, or any ShareholderPerson owning a legal or beneficial interest therein, may engage in or possess an interest in any other business or venture of any nature and description, independently or with or for the account of others. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders. Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):Section 4.
Appears in 1 contract
Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust (including every Series thereof) shall be managed by or under the direction of the Board of Trustees, and the such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility including responsibility. The Board of Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the power to engage in securities transactions of all kinds on behalf operation and administration of the Trust (including every Series thereof). The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust (including every Series thereof) to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws providing for the regulation and management not inconsistent with applicable law or this Declaration of the affairs of the Trust and may amend Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; enlarge or reduce their number and (3) fill vacancies caused by enlargement on the Board of their number or by Trustees in accordance with this Declaration of Trust and the death, declination to serve, resignation, retirement, removal or incapacity of a TrusteeBy-Laws; (4) elect and remove, with or without cause, remove such officers and appoint and terminate such agents as they consider it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; appoint from their own number and (5) establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees pursuant to the extent that By-Laws; (6) place Trust Property in custody as required by the Trustees determine1940 Act, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust Property and authorize such custodians to employ subcustodians sub-custodians and to deposit place all or any part of such assets in a system or systems for the central handling of securities or Trust Property with a Federal Reserve Bankcustodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer or similar agent or agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or bothany number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of Shares by in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters, or both, Underwriters or otherwise, including pursuant to ; (9) retain one or more distribution plans Investment Adviser(s); (10) re-acquire and redeem Shares on behalf of any kindthe Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent , in the State manner provided in Article V, Section 4 of Delawarethis Declaration of Trust; and (12) declare and pay dividends and distributions to Shareholders. The Trustees have Shareholders from the power to construe and interpret Trust Property, in accordance with this Declaration of Trust and the By-Laws; (13) establish, designate and redesignate from time to act upon time, in accordance with the provisions of Article III, Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire personnel as staff for the Board of Trustees or, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, set the compensation to be paid by the Trust to such construction personnel, exercise exclusive supervision of such personnel, and remove one or interpretationmore of such personnel, at the discretion of the Board of Trustees; (15) retain special counsel, other experts and/or consultants for the Board of Trustees, for those Trustees who are not Interested Persons of the Trust, the Investment Adviser, or the Principal Underwriter, and/or for one or more of the committees of the Board of Trustees, set the compensation to be paid by the Trust to # 3254758 v. 1 such special counsel, other experts and/or consultants, and remove one or more of such special counsel, other experts and/or consultants, at the discretion of the Board of Trustees; (16) engage in and prosecute, defend, compromise, abandon, or adjust, by arbitration, or otherwise, any actions, suits, proceedings, disputes, claims, and demands relating to the Trust, and out of the assets of the Trust to pay or to satisfy any debts, claims or expenses incurred in connection therewith, including those of litigation, and such power shall include, without limitation, the power of the Trustees, or any appropriate committee thereof, in the exercise of their or its good faith business judgment, to dismiss any action, suit, proceeding, dispute, claim or demand, derivative or otherwise, brought by any person, including a shareholder in its own name or in the name of the Trust, whether or not the Trust or any of the Trustees may be named individually therein or the subject matter arises by reason of business for or on behalf of the Trust; and (17) in general delegate such authority as it considers desirable to any Trustee or officer of the Trust, to any committee of the Trust, to any agent or employee of the Trust or to any custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider. Any construction or interpretation The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to any other powers of the Board of Trustees set forth in this Declaration of Trust by and the Trustees and any action taken pursuant thereto and any By-Laws. Any determination as to what is in the best interests of the Trust or any Series or Class thereof and the its Shareholders made by the Board of Trustees in good faith shall, in each case, shall be conclusive and binding on all Shareholders and all other Persons for all purposesconclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. Except as required by federal law including The Trustees shall be subject to the 1940 Actsame fiduciary duties to which the directors of a Delaware corporation would be subject if the Trust were a Delaware corporation, neither the Shareholders were shareholders of such Delaware corporation and the Trustees nor any officer were directors of the Trust such Delaware corporation, and such modified duties shall owe replace any fiduciary duty duties to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, which the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholderswould otherwise be subject. Without limiting the generality of the foregoing, all actions and omissions of the Trustees shall be evaluated under the doctrine commonly referred to as the “business judgment rule,” as defined and developed under Delaware law, to the same extent that the same actions or omissions of directors of a Delaware corporation in a substantially similar circumstance would be evaluated under such doctrine. Notwithstanding the foregoing, the Trustees shall have provisions of this Declaration of Trust and the power By-Laws, to the extent that they restrict or eliminate the duties (including fiduciary duties) and authority to cause liabilities relating thereto of a Trustee otherwise applicable under the foregoing standard or otherwise existing at law or in equity, are agreed by each Shareholder and the Trust (or to act on behalf replace such other duties and liabilities of the Trust):such Trustee.
Appears in 1 contract
Samples: And Restated Agreement and Declaration of Trust (Franklin Templeton Money Fund Trust)
