▇▇▇▇▇ ▇▇▇ INVESTMENT TRUST
RESTATED AGREEMENT AND DECLARATION OF TRUST
THIS RESTATED AGREEMENT AND DECLARATION OF TRUST made at
Boston, Massachusetts this 17th day of August, 1999 by the
Trustees hereunder and the holders of shares of beneficial
interest issued hereunder and to be issued hereunder as
hereinafter provided:
WITNESSETH that
WHEREAS, this Trust has been formed to carry on the business
of an investment company; and
WHEREAS, the Trustees have agreed to manage all property
coming into their hands as trustees of a Massachusetts voluntary
association with transferable shares in accordance with the
provisions hereinafter set forth;
NOW, THEREFORE, the Trustees hereby declare that they will
hold all cash, securities and other assets, which they may from
time to time acquire in any manner as Trustee hereunder, IN TRUST
to manage and dispose of the same upon the following terms and
conditions for the benefit of the holders from time to time of
shares in this Trust as hereinafter set forth.
ARTICLE I
NAME AND DEFINITIONS
Section 1. This Trust shall be known as ▇▇▇▇▇ ▇▇▇ Investment
Trust and the Trustees shall conduct the business of the Trust
under that name or any other name as they may from time to time
determine.
Section 2. Definitions. Whenever used herein, unless
otherwise required by the context or specifically provided:
(a) "Trust" refers to the Massachusetts business trust
established by this Agreement and Declaration of Trust, as amended
from time to time;
(b) "Trustees" refers to the Trustees of the Trust named in
Article IV hereof or elected in accordance with such Article;
(c) "Shares" means the equal proportionate units of interest
into which the beneficial interest in the Trust or in the Trust
property belonging to any Series of the Trust or in any class of
Shares of the Trust (as the context may require) shall be divided
from time to time;
(d) "Shareholder" means a record owner of Shares;
(e) "1940 Act" refers to the Investment Company Act of 1940
and the Rules and Regulations thereunder, all as amended from time
to time;
(f) The terms "Commission" and "principal underwriter" shall
have the meanings given them in the 1940 Act;
(g) "Declaration of Trust" or "Declaration" shall mean this
Agreement and Declaration of Trust, as amended or restated from
time to time;
(h) "By-Laws" shall mean the By-Laws of the Trust, as
amended from time to time;
(i) "Series Company" refers to the form of registered open-
end investment company described in Section 18(f)(2) of the 1940
Act or in any successor statutory provision;
(j) "Series" refers to Series of Shares established and
designated under or in accordance with the provisions of Article
III;
(k) "Multi-Class Series" refers to Series of Shares
established and designated as Multi-Class Series under or in
accordance with the provisions of Article III, Section 6; and
(l) The terms "class" and "class of Shares" refer to each
class of Shares into which the Shares of any Multi-Class Series
may from time to time be divided in accordance with the provisions
of Article III.
ARTICLE II
PURPOSE OF TRUST
The purpose of the Trust is to provide investors a managed
investment primarily in securities (including options), debt
instruments, commodities, commodity contracts and options thereon.
ARTICLE III
SHARES
Section 1. Division of Beneficial Interest. The beneficial
interest in the Trust shall at all times be divided into an
unlimited number of Shares, without par value. Subject to the
provisions of Section 6 of this Article III, each Share shall have
voting rights as provided in Article V hereof, and holders of the
Shares of any Series or class shall be entitled to receive
dividends, when and as declared with respect thereto in the manner
provided in Article VI, Section 1 hereof. Except as otherwise
provided in Section 6 of this Article III with respect to Shares
of Multi-Class Series, no Share shall have any priority or
preference over any other Share of the same Series with respect to
dividends or distributions upon termination of the Trust or of
such Series made pursuant to Article VIII, Section 4 hereof.
Except as otherwise provided in Section 6 of this Article III with
respect to Shares of Multi-Class Series, all dividends and
distributions shall be made ratably among all Shareholders of a
particular Series from the assets belonging to such Series
according to the number of Shares of such Series held of record by
such Shareholders on the record date for any dividend or
distribution or on the date of termination, as the case may be.
Shareholders shall have no preemptive or other right to subscribe
to any additional Shares or other securities issued by the Trust.
The Trustees may from time to time divide or combine the Shares of
any particular Series or class into a greater or lesser number of
Shares of that Series or class without thereby changing the
proportionate beneficial interest of the Shares of that Series or
class in the assets belonging to that Series or attributable to
that class or in any way affecting the rights of Shares of any
other Series or class.
Section 2. Ownership of Shares. The ownership of Shares
shall be recorded on the books of the Trust or a transfer or
similar agent for the Trust, which books shall be maintained
separately for the Shares of each Series and class. No
certificates certifying the ownership of Shares shall be issued
except as the Trustees may otherwise determine from time to time.
The Trustees may make such rules as they consider appropriate for
the transfer of Shares of each Series and class and similar
matters. The record books of the Trust as kept by the Trust or
any transfer or similar agent, as the case may be, shall be
conclusive as to who are the Shareholders of each Series and class
and as to the number of Shares of each Series and class held from
time to time by each.
Section 3. Investments in the Trust. The Trustees shall
accept investments in the Trust from such persons and on such
terms and for such consideration as they from time to time
authorize.
Section 4. Status of Shares and Limitation of Personal
Liability. Shares shall be deemed to be personal property giving
only the rights provided in this instrument. Every Shareholder by
virtue of having become a Shareholder shall be held to have
expressly assented and agreed to the terms hereof and to have
become a party hereto. The death of a Shareholder during the
continuance of the Trust shall not operate to terminate the same
nor entitle the representative of any deceased Shareholder to an
accounting or to take any action in court or elsewhere against the
Trust or the Trustees, but entitles such representative only to
the rights of said deceased Shareholder under this Trust.
Ownership of Shares shall not entitle the Shareholder to any title
in or to the whole or any part of the Trust property or right to
call for a partition or division of the same or for an accounting,
nor shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust, shall have any power to bind
personally any Shareholders, nor except as specifically provided
herein to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder
may at any time personally agree to pay.
Section 5. Power of Trustees to Change Provisions Relating
to Shares. Notwithstanding any other provisions of this
Declaration of Trust and without limiting the power of the
Trustees to amend the Declaration of Trust as provided elsewhere
herein, the Trustees shall have the power to amend this
Declaration of Trust, at any time and from time to time, in such
manner as the Trustees may determine in their sole discretion,
without the need for Shareholder action, so as to add to, delete,
replace or otherwise modify any provisions relating to the Shares
contained in this Declaration of Trust for the purpose of (i)
responding to or complying with any regulations, orders, rulings
or interpretations of any governmental agency or any laws, now or
hereafter applicable to the Trust, or (ii) designating and
establishing Series or classes in addition to those established in
Section 6 of this Article III; provided that before adopting any
such amendment without Shareholder approval the Trustees shall
determine that it is consistent with the fair and equitable
treatment of all Shareholders. The establishment and designation
of any Series of Shares in addition to the Series established and
designated in Section 6 of this Article III shall be effective
upon the execution by a majority of the then Trustees of an
amendment to this Declaration of Trust, taking the form of a
complete restatement or otherwise, setting forth such
establishment and designation and the relative rights and
preferences of such Series, or as otherwise provided in such
instrument. The establishment and designation of any class of
Shares shall be effective upon either the execution by a majority
of the then Trustees of an amendment to this Declaration of Trust
or the adoption by vote or written consent of a majority of the
then Trustees of a resolution setting forth such establishment and
designation and the relative rights and preferences of such class
and such eligibility requirements for investment therein as the
Trustees may determine, or as otherwise provided in such amendment
or resolution.
Without limiting the generality of the foregoing, the
Trustees may, for the above-stated purposes, amend the Declaration
of Trust to:
(a) create one or more Series or classes of Shares (in
addition to any Series or classes already existing or otherwise)
with such rights and preferences and such eligibility requirements
for investment therein as the Trustees shall determine and
reclassify any or all outstanding Shares as shares of particular
Series or classes in accordance with such eligibility
requirements;
(b) amend any of the provisions set forth in paragraphs (a)
through (j) of Section 6 of this Article III;
(c) combine one or more Series or classes of Shares into a
single Series or class on such terms and conditions as the
Trustees shall determine;
(d) change or eliminate any eligibility requirements for
investment in Shares of any Series or class, including without
limitation the power to provide for the issue of Shares of any
Series or class in connection with any merger or consolidation of
the Trust with another trust or company or any acquisition by the
Trust of part or all of the assets of another trust or company;
(e) change the designation of any Series or class of Shares;
(f) change the method of allocating dividends among the
various Series and classes of Shares;
(g) allocate any specific assets or liabilities of the Trust
or any specific items of income or expense of the Trust to one or
more Series or classes of Shares; and
(h) specifically allocate assets to any or all Series of
Shares or create one or more additional Series of Shares which are
preferred over all other Series of Shares in respect of assets
specifically allocated thereto or any dividends paid by the Trust
with respect to any net income, however determined, earned from
the investment and reinvestment of any assets so allocated or
otherwise and provide for any special voting or other rights with
respect to such Series or any classes of Shares thereof.
Section 6. Establishment and Designation of Series and
Classes. Without limiting the authority of the Trustees set forth
in Section 5, inter alia, to establish and designate any further
Series or classes or to modify the rights and preferences of any
Series or class, the following Series shall be, and is hereby,
established and designated as a Multi-Class Series: the "Original
Series."
Shares of each Series established in this Section 6 shall
have the following rights and preferences relative to Shares of
each other Series, and Shares of each class of a Multi-Class
Series shall have such rights and preferences relative to other
classes of the same Series as are set forth below, together with
such other rights and preferences relative to such other classes
as are set forth in any resolution of the Trustees establishing
and designating such class of Shares:
(a) Assets belonging to Series. Subject to the provisions
of paragraph (c) of this Section 6:
All consideration received by the Trust for the issue or sale
of Shares of a particular Series, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits and proceeds thereof from whatever source
derived, including, without limitation, any proceeds derived from
the sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall irrevocably belong to that
Series for all purposes, subject only to the rights of creditors,
and shall be so recorded upon the books of account of the Trust.
Such consideration, assets, income, earnings, profits and proceeds
thereof, from whatever source derived, including, without
limitation, any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds, in whatever form the same may
be, are herein referred to as "assets belonging to" that Series.
In the event that there are any assets, income, earnings, profits
and proceeds thereof, funds or payments which are not readily
identifiable as belonging to any particular Series (collectively
"General Assets"), the Trustees shall allocate such General Assets
to, between or among any one or more of the Series established and
designated from time to time in such manner and on such basis as
they, in their sole discretion, deem fair and equitable, and any
General Asset so allocated to a particular Series shall belong to
that Series. Each such allocation by the Trustees shall be
conclusive and binding upon the Shareholders of all Series for all
purposes.
(b) Liabilities Belonging to Series. Subject to the
provisions of paragraph (c) of this Section 6:
The assets belonging to each particular Series shall be
charged solely with the liabilities of the Trust in respect to
that Series, the expenses, costs, charges and reserves
attributable to that Series, and any general liabilities of the
Trust which are not readily identifiable as belonging to any
particular Series but which are allocated and charged by the
Trustees to and among any one or more of the Series established
and designated from time to time in a manner and on such basis as
the Trustees in their sole discretion deem fair and equitable.
The liabilities, expenses, costs, charges and reserves so charged
to a Series are herein referred to as "liabilities belonging to"
that Series. Each allocation of liabilities, expenses, costs,
charges and reserves by the Trustees shall be conclusive and
binding upon the Shareholders of all Series for all purposes.
(c) Apportionment of Assets etc. in Case of Multi-Class
Series. In the case of any Multi-Class Series, to the extent
necessary or appropriate to give effect to the relative rights and
preferences of any classes of Shares of such Series, (i) any
assets, income, earnings, profits, proceeds, liabilities,
expenses, charges, costs and reserves belonging or attributable to
that Series may be allocated or attributed to a particular class
of Shares of that Series or apportioned among two or more classes
of Shares of that Series; and (ii) Shares of any class of such
Series may have priority or preference over shares of other
classes of such Series with respect to dividends or distributions
upon termination of the Trust or of such Series or class or
otherwise, provided that no Share shall have any priority or
preference over any other Shares of the same class and that all
dividends and distributions to Shareholders of a particular class
shall be made ratably among all Shareholders of such class
according to the number of Shares of such class held of record by
such Shareholders on the record date for any dividend or
distribution or on the date of termination, as the case may be.
(d) Dividends, Distributions, Redemptions and Repurchases.
Notwithstanding any other provisions of this Declaration,
including, without limitation, Article VI, no dividend or
distribution (including, without limitation, any distribution paid
upon termination of the Trust or of any Series or class) with
respect to, nor any redemption or repurchase of, the Shares of any
Series or class shall be effected by the Trust other than from the
assets belonging to such Series or attributable to such class, nor
shall any Shareholder of any particular Series or class otherwise
have any right or claim against the assets belonging to any other
Series or attributable to any other class except to the extent
that such Shareholder has such a right or claim hereunder as a
Shareholder of such other Series or class.
(e) Voting. Notwithstanding any of the other provisions of
this Declaration, including, without limitation, Section 1 of
Article V, the Shareholders of any particular Series or class
shall not be entitled to vote on any matters as to which such
Series or class is not affected. On any matter submitted to a
vote of Shareholders, all Shares of the Trust then entitled to
vote shall, except as otherwise provided in the By-Laws, be voted
in the aggregate as a single class without regard to Series or
class of Shares, except that (1) when required by the 1940 Act or
when the Trustees shall have determined that the matter affects
one or more Series or classes of Shares materially differently,
Shares shall be voted by individual Series or class and (2) when
the matter affects only the interests of one or more Series or
classes, only Shareholders of such Series or classes shall be
entitled to vote thereon. There shall be no cumulative voting in
the election of Trustees.
(f) Equality. Except to the extent necessary or appropriate
to give effect to the relative rights and preferences of any
classes of Shares of a Multi-Class Series, all the Shares of each
particular Series shall represent an equal proportionate interest
in the assets belonging to that Series (subject to the liabilities
belonging to that Series), and each Share of any particular Series
shall be equal to each other Share of that Series. All the Shares
of each particular class of Shares within a Multi-Class Series
shall represent an equal proportionate interest in the assets
belonging to such Series that are attributable to such class
(subject to the liabilities attributable to such class), and each
Share of any particular class within a Multi-Class Series shall be
equal to each other Share of such class.
(g) Fractions. Any fractional Share of a Series or class
shall carry proportionately all the rights and obligations of a
whole Share of that Series or class, including rights with respect
to voting, receipt of dividends and distributions, redemption of
Shares and termination of the Trust.
(h) Exchange Privilege. The Trustees shall have the
authority to provide that the holders of Shares of any Series or
class shall have the right to exchange said Shares for Shares of
one or more other Series or classes of Shares in accordance with
such requirements and procedures as may be established by the
Trustees.
(i) Combination of Series or Classes. The Trustees shall
have the authority, without the approval of the Shareholders of
any Series or class unless otherwise required by applicable law,
to combine the assets and liabilities belonging to any two or more
Series or attributable to any class into assets and liabilities
belonging to a single Series or attributable to a single class.
(j) Elimination of Series or Class. At any time that there
are no Shares outstanding of any particular Series previously
established and designated, the Trustees may amend this
Declaration of Trust to abolish that Series and to rescind the
establishment and designation thereof, such amendment to be
effected in the manner provided in Section 5 of this Article III
for the establishment and designation of Series. At any time that
there are no Shares outstanding of any particular class previously
established and designated of a Multi-Series Class, the Trustees
may abolish that class and rescind the establishment and
designation thereof, either by amending this Declaration of Trust
in the manner provided in Section 5 of this Article III for the
establishment and designation of classes (if such class was
established and designated by an amendment to this Declaration of
Trust), or by vote or written consent of a majority of the then
Trustees (if such class was established and designated by Trustee
vote or written consent).
Section 7. Indemnification of Shareholders. In case any
Shareholder or former Shareholder shall be held to be personally
liable solely by reason of his or her being or having been a
Shareholder of the Trust or of a particular Series or class and
not because of his or her acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his or her
heirs, executors, administrators or other legal representatives
or, in the case of a corporation or other entity, its corporate or
other general successor) shall be entitled out of the assets of
the Series (or attributable to the class) of which he or she is a
Shareholder or former Shareholder to be held harmless from and
indemnified against all loss and expense arising from such
liability.
Section 8. No Preemptive Rights. Shareholders shall have no
preemptive or other right to subscribe to any additional Shares or
other securities issued by the Trust.
Section 9. Derivative Claims. No Shareholder shall have the
right to bring or maintain any court action, proceeding or claim
on behalf of the Trust or any Series without first making demand
on the Trustees requesting the Trustees to bring or maintain such
action, proceeding or claim. Such demand shall be excused only
when the plaintiff makes a specific showing that irreparable
injury to the Trust or Series would otherwise result. Such demand
shall be mailed to the Secretary of the Trust at the Trust's
principal office and shall set forth in reasonable detail the
nature of the proposed court action, proceeding or claim and the
essential facts relied upon by the Shareholder to support the
allegations made in the demand. The Trustees shall consider such
demand within 45 days of its receipt by the Trust. In their sole
discretion, the Trustees may submit the matter to a vote of
Shareholders of the Trust or Series, as appropriate. Any decision
by the Trustees to bring, maintain or settle (or not to bring,
maintain or settle) such court action, proceeding or claim, or to
submit the matter to a vote of Shareholders, shall be made by the
Trustees in their business judgment and shall be binding upon the
Shareholders. Any decision by the Trustees to bring or maintain a
court action, proceeding or suit on behalf of the Trust or a
Series shall be subject to the right of the Shareholders under
Article V, Section 1 hereof to vote on whether or not such court
action, proceeding or suit should or should not be brought or
maintained.
ARTICLE IV
THE TRUSTEES
Section 1. Election and Tenure. The Trustees shall be ▇▇▇▇
▇. ▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
The Trustees may fix the number of Trustees, fill vacancies in the
Trustees, including vacancies arising from an increase in the
number of Trustees, or remove Trustees with or without cause.
Each Trustee shall serve during the continued lifetime of the
Trust until he or she dies, resigns or is removed, or, if sooner,
until the next meeting of Shareholders called for the purpose of
electing Trustees and until the election and qualification of his
or her successor. Any Trustee may resign at any time by written
instrument signed by him or her and delivered to any officer of
the Trust or to a meeting of the Trustees. Such resignation shall
be effective upon receipt unless specified to be effective at some
other time. Except to the extent expressly provided in a written
agreement with the Trust, no Trustee resigning and no Trustee
removed shall have any right to any compensation for any period
following his or her resignation or removal, or any right to
damages on account of such removal. The Shareholders may fix the
number of Trustees and elect Trustees at any meeting of
Shareholders called by the Trustees for that purpose and to the
extent required by applicable law, including paragraphs (a) and
(b) of Section 16 of the 1940 Act.
Section 2. Effect of Death, Resignation, etc. of a Trustee.
The death, declination, resignation, retirement, removal or
incapacity of the Trustees, or any of them, shall not operate to
annul the Trust or to revoke any existing agency created pursuant
to the terms of this Declaration of Trust.
Section 3. Powers. Subject to the provisions of this
Declaration of Trust, the business of the Trust shall be managed
by the Trustees, and 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 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-Laws do not
reserve that right to the Shareholders; they may elect and remove
such officers and appoint and terminate such agents as they
consider appropriate; they may appoint from their own number and
terminate one or more committees consisting of two or more
Trustees which may exercise the powers and authority of the
Trustees to the extent that the Trustees determine; they may
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 agent or a shareholder servicing agent, or both,
provide for the distribution of Shares by the Trust, through one
or more principal underwriters or otherwise, set record dates for
the determination of Shareholders with respect to various matters,
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 or employee of the Trust or to any such custodian or
underwriter.
Without limiting the foregoing, the Trustees shall have power
and authority:
(a) To invest and reinvest cash, and to hold cash
uninvested;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate,
lease, write options with respect to or otherwise deal in any
property rights relating to any or all of the assets of the Trust;
(c) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property;
and to execute and deliver proxies or powers of attorney to such
person or persons as the Trustees shall deem proper, granting to
such person or persons such power and discretion with relation to
securities or property as the Trustees shall deem proper;
(d) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities;
(e) To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered or other
negotiable form, or in its own name or in the name of a custodian
or subcustodian or a nominee or nominees or otherwise;
(f) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
issuer of any security which is held in the Trust; to consent to
any contract, lease, mortgage, purchase or sale of property by
such corporation or issuer; and to pay calls or subscriptions with
respect to any security held in the Trust;
(g) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that
connection to deposit any security with, or transfer any security
to, any such committee, depositary or trustee, and to delegate to
them such power and authority with relation to any security
(whether or not so deposited or transferred) as the Trustees shall
deem proper, and to agree to pay, and to pay, such portion of the
expenses and compensation of such committee, depositary or trustee
as the Trustees shall deem proper;
(h) To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in controversy,
including but not limited to claims for taxes;
(i) To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(j) To borrow funds or other property;
(k) To endorse or guarantee the payment of any notes or
other obligations of any person; and to make contracts of guaranty
or suretyship, or otherwise assume liability for payment of such
notes or other obligations;
(l) To purchase and pay for entirely out of Trust property
such insurance as they may deem necessary or appropriate for the
conduct of the business of the Trust, including, without
limitation, insurance policies insuring the assets of the Trust
and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers,
principal underwriters or independent contractors of the Trust
individually against all claims and liabilities of every nature
arising by reason of holding, being or having held any such office
or position, or by reason of any action alleged to have been taken
or omitted by any such person as Trustee, officer, employee,
agent, investment adviser, principal underwriter or independent
contractor, including any action taken or omitted that may be
determined to constitute negligence, whether or not the Trust
would have the power to indemnify such person against liability;
and
(m) To pay pensions as deemed appropriate by the Trustees
and to adopt, establish and carry out pension, profit-sharing,
share bonus, share purchase, savings, thrift and other retirement,
incentive and benefit plans, trusts and provisions, including the
purchasing of life insurance and annuity contracts as a means of
providing such retirement and other benefits, for any or all of
the Trustees, officers, employees and agents of the Trust.
The Trustees shall not in any way be bound or limited by any
present or future law or custom in regard to investments by
Trustees. The Trustees shall not be required to obtain any court
order to deal with any assets of the Trust or take any other
action hereunder.
Section 4. Payment of Expenses by the Trust. The Trustees
are authorized to pay or cause to be paid out of the principal or
income of the Trust, or partly out of principal and partly out of
income, as they deem fair, all expenses, fees, charges, taxes and
liabilities incurred or arising in connection with the Trust, or
in connection with the management thereof, including but not
limited to, the Trustees' compensation and such expenses and
charges for the services of the Trust's officers, employees,
administrators, investment advisers or managers, principal
underwriter, auditor, counsel, custodian, transfer agent,
shareholder servicing agent, and such other agents or independent
contractors, and such other expenses and charges, as the Trustees
may deem necessary or proper to incur.
Section 5. Payment of Expenses by Shareholders. The
Trustees shall have the power, as frequently as they may
determine, to cause each Shareholder, or each Shareholder of any
particular Series or class, to pay directly, in advance or
arrears, for charges of the Trust's custodian or transfer,
shareholder servicing or similar agent, an amount fixed from time
to time by the Trustees, by setting off such charges due from such
Shareholder from declared but unpaid dividends owed such
Shareholder and/or by reducing the number of Shares in the account
of such Shareholder by that number of full and/or fractional
Shares which represents the outstanding amount of such charges due
from such Shareholder.
Section 6. Ownership of Assets of the Trust. Title to all
of the assets of the Trust shall at all times be considered as
vested in the Trustees.
Section 7. Advisory, Management and Distribution Contracts.
Subject to such requirements and restrictions as may be set forth
in the By-Laws, the Trustees may, at any time and from time to
time, contract for exclusive or nonexclusive advisory and/or
management services for the Trust or for any Series or class with
any partnership, limited liability company, corporation, trust,
association or other organization (the "Manager"); and any such
contract may contain such other terms as the Trustees may
determine, including without limitation, authority for a Manager
to determine from time to time without prior consultation with the
Trustees what investments shall be purchased, held, sold or
exchanged and what portion, if any, of the assets of the Trust
shall be held uninvested and to make changes in the Trust's
investments. The Trustees may also, at any time and from time to
time, contract with the Manager or any other partnership, limited
liability company, corporation, trust, association or other
organization, appointing it exclusive or nonexclusive distributor
or principal underwriter for the Shares, every such contract to
comply with such requirements and restrictions as may be set forth
in the By-Laws; and any such contract may contain such other terms
as the Trustees may determine.
The fact that:
(i) any of the Shareholders, Trustees or officers of the
Trust is a shareholder, director, officer, partner, trustee,
employee, manager, adviser, principal underwriter, distributor or
affiliate or agent of or for any corporation, trust, association
or other organization, or of or for any parent or affiliate of any
organization, with which an advisory or management contract, or
principal underwriter's or distributor's contract or transfer,
shareholder servicing or other agency contract may have been or
may hereafter be made, or that any such organization, or any
parent or affiliate thereof, is a Shareholder or has an interest
in the Trust, or that
(ii) any corporation, trust, association or other
organization with which an advisory or management contract or
principal underwriter's or distributor's contract, or transfer,
shareholder servicing or other agency contract may have been or
may hereafter be made also has an advisory or management contract,
or principal underwriter's or distributor's contract or transfer,
shareholder servicing or other agency contract with one or more
other corporations, trusts, associations or other organizations,
or has other business or interests
shall not affect the validity of any such contract or
disqualify any Shareholder, Trustee or officer of the Trust from
voting upon or executing the same or create any liability or
accountability to the Trust or its Shareholders.
ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers. The Shareholders shall have power
to vote only (i) for the election of Trustees as provided in
Article IV, Section 1, (ii) with respect to any amendment of this
Declaration of Trust to the extent and as provided in Article
VIII, Section 8, (iii) to the same extent as the stockholders of a
Massachusetts business corporation as to whether or not a court
action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the
Trust or the Shareholders, (iv) with respect to the termination of
the Trust or any Series or class to the extent and as provided in
Article VIII, Section 4, (v) to remove Trustees from office to the
extent and as provided in Article V, Section 7 and (vi) with
respect to such additional matters relating to the Trust as may be
required by this Declaration of Trust, the By-Laws or any
registration of the Trust with the Commission (or any successor
agency) or any state, or as the Trustees may consider necessary or
desirable. Each whole share (or fractional share) outstanding on
the record date established in accordance with the By-Laws shall
be entitled to a number of votes on any matter on which it is
entitled to vote equal to the net asset value of the share (or
fractional share) in United States dollars determined at the close
of business on the record date (for example, a share having a net
asset value of $10.50 would be entitled to 10.5 votes). There
shall be no cumulative voting in the election of Trustees. Shares
may be voted in person or by proxy. A proxy with respect to
Shares held in the name of two or more persons shall be valid if
executed by any one of them unless at or prior to exercise of the
proxy the Trust receives a specific written notice to the contrary
from any one of them. A proxy purporting to be executed by or on
behalf of a Shareholder shall be deemed valid unless challenged at
or prior to its exercise and the burden of proving invalidity
shall rest on the challenger. At any time when no Shares of a
Series or class are outstanding the Trustees may exercise all
rights of Shareholders of that Series or class with respect to
matters affecting that Series or class and may with respect to
that Series or class take any action required by law, this
Declaration of Trust or the By-Laws to be taken by the
Shareholders thereof.
Section 2. Voting Power and Meetings. Meetings of the
Shareholders may be called by the Trustees for the purpose of
electing Trustees as provided in Article IV, Section 1 and for
such other purposes as may be prescribed by law, by this
Declaration of Trust or by the By-Laws. Meetings of the
Shareholders may also be called by the Trustees from time to time
for the purpose of taking action upon any other matter deemed by
the Trustees to be necessary or desirable. A meeting of
Shareholders may be held at any place designated by the Trustees.
Notice of any meeting of Shareholders, stating the time and place
of the meeting, shall be given or caused to be given by the
Trustees to each Shareholder by mailing such notice, postage
prepaid, at least seven days before such meeting, at the
Shareholder's address as it appears on the records of the Trust,
or by facsimile or other electronic transmission, at least seven
days before such meeting, to the telephone or facsimile number or
e-mail or other electronic address most recently furnished to the
Trust (or its agent) by the Shareholder. Whenever notice of a
meeting is required to be given to a Shareholder under this
Declaration of Trust or the By-Laws, a written waiver thereof,
executed before or after the meeting by such Shareholder or his
attorney thereunto authorized and filed with the records of the
meeting, shall be deemed equivalent to such notice.
Section 3. Quorum and Required Vote. Except when a larger
quorum is required by law, by the By-Laws or by this Declaration
of Trust, 30% of the Shares entitled to vote shall constitute a
quorum at a Shareholders' meeting. When any one or more Series or
classes is to vote as a single class separate from any other
Shares which are to vote on the same matters as a separate class
or classes, 30% of the Shares of each such class entitled to vote
shall constitute a quorum at a Shareholders' meeting of that
class. Any meeting of Shareholders may be adjourned from time to
time by a majority of the votes properly cast upon the question,
whether or not a quorum is present, and the meeting may be held as
adjourned within a reasonable time after the date set for the
original meeting without further notice. When a quorum is present
at any meeting, a majority of the Shares voted shall decide any
questions and a plurality shall elect a Trustee, except when a
larger vote is required by any provision of this Declaration of
Trust or the By-Laws or by law. If any question on which the
Shareholders are entitled to vote would adversely affect the
rights of any Series or class of Shares, the vote of a majority
(or such larger vote as is required as aforesaid) of the Shares of
such Series or class which are entitled to vote, voting
separately, shall also be required to decide such question.
Section 4. Action by Written Consent. Any action taken by
Shareholders may be taken without a meeting if Shareholders
holding a majority of the Shares entitled to vote on the matter
(or such larger proportion thereof as shall be required by any
express provision of this Declaration of Trust or by the By-Laws)
and holding a majority (or such larger proportion as aforesaid) of
the Shares of any Series or class entitled to vote separately on
the matter consent to the action in writing and such written
consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as a
vote taken at a meeting of Shareholders.
Section 5. Record Dates. For the purpose of determining the
Shareholders of any Series or class who are entitled to vote or
act at any meeting or any adjournment thereof, the Trustees may
from time to time fix a time, which shall be not more than 90 days
before the date of any meeting of Shareholders, as the record date
for determining the Shareholders of such Series or class having
the right to notice of and to vote at such meeting and any
adjournment thereof, and in such case only Shareholders of record
on such record date shall have such right, notwithstanding any
transfer of Shares on the books of the Trust after the record
date. For the purpose of determining the Shareholders of any
Series or class who are entitled to receive payment of any
dividend or of any other distribution, the Trustees may from time
to time fix a date, which shall be on or before the date for the
payment of such dividend or such other payment, as the record date
for determining the Shareholders of such Series or class having
the right to receive such dividend or distribution. Without
fixing a record date the Trustees may for voting and/or
distribution purposes close the register or transfer books for one
or more Series or classes for all or any part of the period prior
to a meeting of Shareholders or the payment of a distribution.
Nothing in this Section shall be construed as precluding the
Trustees from setting different record dates for different Series
or classes.
Section 6. Additional Provisions. The By-Laws may include
further provisions for Shareholders' votes and meetings and
related matters.
Section 7. Removal of Trustees. No natural person shall
serve as Trustee after the holders of record of not less than two-
thirds of the outstanding Shares have declared that such Trustee
be removed from that office either by declaration in writing filed
with the Trust's custodian or by votes cast in person or by proxy
at a meeting called for the purpose. The Trustees shall promptly
call a meeting of Shareholders for the purpose of voting upon the
question of removal of any Trustee when requested in writing so to
do by the record holders of not less than 10 per centum of the
outstanding Shares.
Whenever ten or more Shareholders of record who have been
such for at least six months preceding the date of application,
and who hold in the aggregate Shares having a net asset value of
at least 1 per centum of the outstanding Shares, shall apply to
the Trustees in writing, stating that they wish to communicate
with other Shareholders with a view to obtaining signatures to a
request for a meeting pursuant to this Section and accompanied by
a form of communication and request which they wish to transmit,
the Trustees shall within five business days after receipt of such
application either (a) afford to such applicants access to a list
of the names and addresses of all Shareholders as recorded on the
books of the Trust; or (b) inform such applicants as to the
approximate number of Shareholders of record, and the approximate
cost of transmitting to them the proposed communication and form
of request. If the Trustees elect to follow the course specified
in clause (b), the Trustees, upon the written request of such
applicants, accompanied by a tender of the material to be
transmitted and of the reasonable expenses of transmittal, shall,
with reasonable promptness, transmit such material to all
Shareholders of record at their addresses as recorded on the books
of the Trust (or at the telephone or facsimile number or e-mail or
other electronic address most recently furnished to the Trust (or
its agent) by the Shareholder), unless within five business days
after such tender the Trustees shall transmit to such applicants
and file with the Commission, together with a copy of the material
proposed to be transmitted, a written statement signed by at least
a majority of the Trustees to the effect that in their opinion
either such material contains untrue statements of fact or omits
to state facts necessary to make the statements contained therein
not misleading, or would be in violation of applicable law, and
specifying the basis of such opinion. If the Commission shall
enter an order refusing to sustain any of the objections specified
in the written statement so filed, or if, after the entry of an
order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all
objections so sustained have been met, and shall enter an order so
declaring, the Trustees shall transmit copies of such material to
all Shareholders with reasonable promptness after the entry of
such order and the renewal of such tender.
ARTICLE VI
NET INCOME, DISTRIBUTIONS, AND REDEMPTIONS AND REPURCHASES
Section 1. Distributions of Net Income. The Trustees shall
each year, or more frequently if they so determine in their sole
discretion, distribute to the Shareholders of each Series, in
Shares of that Series, cash or otherwise, an amount approximately
equal to the net income attributable to the assets belonging to
such Series and may from time to time distribute to the
Shareholders of each Series, in Shares of that Series, cash or
otherwise, such additional amounts, but only from the assets
belonging to such Series, as they may authorize. Except as
otherwise permitted by paragraph (c) of Section 6 of Article III
in the case of Multi-Class Series, all dividends and distributions
on Shares of a particular Series shall be distributed pro rata to
the holders of that Series in proportion to the number of Shares
of that Series held by such holders and recorded on the books of
the Trust at the date and time of record established for the
payment of such dividend or distributions.
The manner of determining net income, income, asset values,
capital gains, expenses, liabilities and reserves of any Series or
class may from time to time be altered as necessary or desirable
in the judgment of the Trustees to conform such manner of
determination to any other method prescribed or permitted by
applicable law. Net income shall be determined by the Trustees or
by such person as they may authorize at the times and in the
manner provided in the By-Laws. Determinations of net income of
any Series or class and determinations of income, asset value,
capital gains, expenses and liabilities made by the Trustees, or
by such person as they may authorize, in good faith, shall be
binding on all parties concerned. The foregoing sentence shall
not be construed to protect any Trustee, officer or agent of the
Trust against any liability to the Trust or its security holders
to which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office.
If, for any reason, the net income of any Series or class
determined at any time is a negative amount, the pro rata share of
such negative amount allocable to each Shareholder of such Series
or class shall constitute a liability of such Shareholder to that
Series or class which shall be paid out of such Shareholder's
account at such times and in such manner as the Trustees may from
time to time determine (x) out of the accrued dividend account of
such Shareholder, (y) by reducing the number of Shares of that
Series or class in the account of such Shareholder or (z)
otherwise.
Section 2. Redemptions and Repurchases. The Trust shall
purchase such Shares as are offered by any Shareholder for
redemption, upon the presentation of a proper instrument of
transfer together with a request directed to the Trust or a person
designated by the Trust that the Trust purchase such Shares or in
accordance with such other procedures for redemption as the
Trustees may from time to time authorize; and the Trust will pay
therefor the net asset value thereof, as determined in accordance
with the By-Laws, next determined; provided, however, that with
respect to shares of any Series of the Trust that is authorized
after October 29, 1996, that the amount payable by the Trust upon
redemption shall be reduced by such redemption fee, if any, as
that Trustees may authorize. Payment for said Shares shall be
made by the Trust to the Shareholder within seven days after the
date on which the request is made. The obligation set forth in
this Section 2 is subject to the provision that in the event that
any time the New York Stock Exchange is closed for other than
weekends or holidays, or if permitted by the rules of the
Commission during periods when trading on the New York Stock
Exchange is restricted or during any emergency which makes it
impracticable for the Trust to dispose of the investments of the
applicable Series or to determine fairly the value of the net
assets belonging to such Series or attributable to any class
thereof or during any other period permitted by order of the
Commission for the protection of investors, such obligations may
be suspended or postponed by the Trustees. The Trust may also
purchase or repurchase Shares at a price not exceeding the net
asset value of such Shares in effect when the purchase or
repurchase or any contract to purchase or repurchase is made.
The redemption price may in any case or cases be paid wholly
or partly in kind if the Trustees determine that such payment is
advisable in the interest of the remaining Shareholders of the
Series the Shares of which are being redeemed. In making any such
payment wholly or partly in kind, the Trust shall, so far as may
be practicable, deliver assets which approximate the
diversification of all of the assets belonging at the time to the
Series the Shares of which are being redeemed. Subject to the
foregoing, the fair value, selection and quantity of securities or
other property so paid or delivered as all or part of the
redemption price may be determined by or under authority of the
Trustees. In no case shall the Trust be liable for any delay of
any corporation or other person in transferring securities
selected for delivery as all or part of any payment in kind.
Section 3. Redemptions at the Option of the Trust. The
Trust shall have the right at its option and at any time to redeem
Shares of any Shareholder at the net asset value thereof as
described in Section 1 of this Article VI: (i) if at such time
such Shareholder owns Shares of any Series or class having an
aggregate net asset value of less than an amount determined from
time to time by the Trustees; or (ii) to the extent that such
Shareholder owns Shares equal to or in excess of a percentage
determined from time to time by the Trustees of the outstanding
Shares of the Trust or of any Series or class.
ARTICLE VII
COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES
Section 1 Compensation. The Trustees as such shall be
entitled to reasonable compensation from the Trust; they may fix
the amount of their compensation. Nothing herein shall in any way
prevent the employment of any Trustee for advisory, management,
legal, accounting, investment banking or other services and
payment for the same by the Trust.
Section 2. Limitation of Liability. The Trustees shall not
be responsible or liable in any event for any neglect or wrong-
doing of any officer, agent, employee, Manager or principal
underwriter of the Trust, nor shall any Trustee be responsible for
the act or omission of any other Trustee, but nothing herein
contained shall protect any Trustee against any liability to which
he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office.
Every note, bond, contract, instrument, certificate or
undertaking and every other act or thing whatsoever issued,
executed or done by or on behalf of the Trust or the Trustees or
any of them in connection with the Trust shall be conclusively
deemed to have been issued, executed or done only in or with
respect to their or his or her capacity as Trustees or Trustee,
and such Trustees or Trustee shall not be personally liable
thereon.
ARTICLE VIII
MISCELLANEOUS
Section 1. Trustees, Shareholders, etc. Not Personally
Liable; Notice. All persons extending credit to, contracting with
or having any claim against the Trust or any Series or class shall
look only to the assets of the Trust, or, to the extent that the
liability of the Trust may have been expressly limited by contract
to the assets of a particular Series or attributable to a
particular class, only to the assets belonging to the relevant
Series or attributable to the relevant class, for payment under
such credit, contract or claim; and neither the Shareholders nor
the Trustees, nor any of the Trust's officers, employees or
agents, whether past, present or future, shall be personally
liable therefor. Nothing in this Declaration of Trust shall
protect any Trustee against any liability to which such Trustee
would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee.
Every note, bond, contract, instrument, certificate or
undertaking made or issued on behalf of the Trust by the Trustees,
by any officer or officers or otherwise shall give notice that
this Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts and shall recite that the same was
executed or made by or on behalf of the Trust or by them as
Trustee or Trustees or as officer or officers or otherwise and not
individually and that the obligations of such instrument are not
binding upon any of them or the Shareholders individually but are
binding only upon the assets and property of the Trust or upon the
assets belonging to the Series or attributable to the class for
the benefit of which the Trustees have caused the note, bond,
contract, instrument, certificate or undertaking to be made or
issued, and may contain such further recital as he or she or they
may deem appropriate, but the omission of any such recital shall
not operate to bind any Trustee or Trustees or officer or officers
or Shareholders or any other person individually.
Section 2. Trustee's Good Faith Action, Expert Advice, No
Bond or Surety. The exercise by the Trustees of their powers and
discretions hereunder shall be binding upon everyone interested.
A Trustee shall be liable for his or her own willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and for nothing
else, and shall not be liable for errors of judgment or mistakes
of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this
Declaration of Trust, and shall be under no liability for any act
or omission in accordance with such advice or for failing to
follow such advice. The Trustees shall not be required to give
any bond as such, nor any surety if a bond is required.
Section 3. Liability of Third Persons Dealing with Trustees.
No person dealing with the Trustees shall be bound to make any
inquiry concerning the validity of any transaction made or to be
made by the Trustees or to see to the application of any payments
made or property transferred to the Trust or upon its order.
Section 4. Termination of Trust, Series or Class. Unless
terminated as provided herein, the Trust shall continue without
limitation of time. The Trust may be terminated at any time by
vote of at least a majority of the Shares of each Series entitled
to vote and voting separately by Series, or by the Trustees by
written notice to the Shareholders. Any Series or class may be
terminated at any time by vote of at least a majority of the
Shares of that Series or class, or by the Trustees by written
notice to the Shareholders of that Series or class.
Upon termination of the Trust (or any Series or class, as the
case may be), after paying or otherwise providing for all charges,
taxes, expenses and liabilities belonging, severally, to each
Series (or the applicable Series or attributable to the particular
class, as the case may be), whether due or accrued or anticipated
as may be determined by the Trustees, the Trust shall, in
accordance with such procedures as the Trustees consider
appropriate, reduce the remaining assets belonging, severally, to
each Series (or the applicable Series or attributable to the
particular class, as the case may be), to distributable form in
cash or shares or other securities, or any combination thereof,
and distribute the proceeds belonging to each Series (or the
applicable Series or attributable to the particular class, as the
case may be), to the Shareholders of that Series (or class, as the
case may be), as a Series (or class, as the case may be), ratably
according to the number of Shares of that Series (or class, as the
case may be) held by the several Shareholders on the date of
termination.
Section 5. Merger and Consolidation. The Trustees may cause
the Trust to be merged into or consolidated with another trust or
company or its shares exchanged under or pursuant to any state or
federal statute, if any, or otherwise to the extent permitted by
law, if such merger or consolidation or share exchange has been
authorized by vote of a majority of the outstanding Shares;
provided that in all respects not governed by statute or
applicable law, the Trustees shall have power to prescribe the
procedure necessary or appropriate to accomplish a sale of assets,
merger or consolidation.
Section 6. Filing of Copies, Reference, Headings. The
original or a copy of this instrument and of each amendment hereto
shall be kept at the office of the Trust where it may be inspected
by any Shareholder. A copy of this instrument and of each
amendment hereto shall be filed by the Trust with the Secretary of
the Commonwealth of Massachusetts and with any other governmental
office where such filing may from time to time be required.
Anyone dealing with the Trust may rely on a certificate by an
officer of the Trust as to whether or not any such amendments have
been made and as to any matters in connection with the Trust
hereunder; and, with the same effect as if it were the original,
may rely on a copy certified by an officer of the Trust to be a
copy of this instrument or of any such amendments. In this
instrument and in any such amendment, references to this
instrument, and all expressions like "herein," "hereof" and
"hereunder," shall be deemed to refer to this instrument as
amended or affected by any such amendments. Headings are placed
herein for convenience of reference only and shall not be taken as
a part hereof or to control or affect the meaning, construction or
effect of this instrument. This instrument may be executed in any
number of counterparts each of which shall be deemed an original.
Section 7. Applicable Law. This Declaration of Trust is
made in the Commonwealth of Massachusetts, and it is created under
and is to be governed by and construed and administered according
to the laws of said Commonwealth. The Trust shall be of the type
commonly called a Massachusetts business trust, and, without
limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust.
Section 8. Amendments. This Declaration of Trust may be
amended at any time by an instrument in writing signed by a
majority of the then Trustees when authorized so to do by vote of
a majority of the Shares entitled to vote with respect to such
amendment, except that amendments described in Article III,
Section 5 or Article III, Section 6 hereof or having the purpose
of changing the name of the Trust or of any Series or class of
Shares or of supplying any omission, curing any ambiguity or
curing, correcting or supplementing any defective or inconsistent
provision contained herein shall not require authorization by
Shareholder vote.
Section 9. Address and Resident Agent. The post office
address of the principal office of the Trust in the Commonwealth
of Massachusetts is:
c/o CT Corporation System
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or such other office as the Board of Trustees may from time to
time designate.
The name and post office address of the resident agent of the
Trust in the Commonwealth of Massachusetts is:
CT Corporation System
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or such other person as the Board of Trustees may from time to
time designate. Such resident agent is a Massachusetts
corporation.
Section 10. Use of Name. The Trust acknowledges that it is
adopting its trust name, and may adopt the names of various series
of the Trust, through permission of ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇
Incorporated, a Delaware corporation, and agrees that ▇▇▇▇▇ ▇▇▇ &
Farnham Incorporated reserves to itself and any successor to its
business the right to grant the non-exclusive right to use the
name "▇▇▇▇▇ ▇▇▇ Investment Trust," or "▇▇▇▇▇ ▇▇▇ & Farnham
Investment Trust" or "SR&F ________ Trust" or "SteinRoe
_______Fund" or "▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ _________ Fund" or "▇▇▇▇▇ ▇▇▇
______" or "▇▇▇▇▇ ________" or "SteinRoe," or "▇▇▇▇▇ ▇▇▇," or
"▇▇▇▇▇," or any similar name to any other entity, including but
not limited to any investment company of which ▇▇▇▇▇ ▇▇▇ & Farnham
Incorporated or any subsidiary or affiliate thereof or any
successor to the business thereof shall be the investment adviser.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands and seals for themselves and for their successors and
assigns this 17th day of August, 1999.
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Trustee Trustee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ W. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Trustee Trustee
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Trustee Trustee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Trustee
THE COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Boston, August 17, 1999
Then personally appeared the above named ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and
acknowledged the foregoing instrument to be his free act and
deed, before me.
___________________________________
Notary Public
My Commission Expires:_____________
THE COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Boston, August 17, 1999
Then personally appeared the above named ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and
acknowledged the foregoing instrument to be his free act and
deed, before me.
___________________________________
Notary Public
My Commission Expires:_____________
THE COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Boston, August 17, 1999
Then personally appeared the above named ▇▇▇▇▇▇▇ ▇▇▇▇ and
acknowledged the foregoing instrument to be his free act and
deed, before me.
___________________________________
Notary Public
My Commission Expires:_____________
THE COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Boston, August 17, 1999
Then personally appeared the above named ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
and acknowledged the foregoing instrument to be his free act and
deed, before me.
___________________________________
Notary Public
My Commission Expires:_____________
THE COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Boston, August 17, 1999
Then personally appeared the above named ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
and acknowledged the foregoing instrument to be his free act and
deed, before me.
___________________________________
Notary Public
My Commission Expires:_____________
THE COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Boston, August 17, 1999
Then personally appeared the above named ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and acknowledged the foregoing instrument to be his free act and
deed, before me.
___________________________________
Notary Public
My Commission Expires:_____________
THE COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Boston, August 17, 1999
Then personally appeared the above named ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
and acknowledged the foregoing instrument to be his free act and
deed, before me.
___________________________________
Notary Public
My Commission Expires:_____________
