AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST BB&T FUNDS (formerly the BB&T Mutual Funds Group)
EXHIBIT (a)(1)
AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST
AND DECLARATION OF TRUST
BB&T FUNDS
(formerly the BB&T Mutual Funds Group)
(formerly the BB&T Mutual Funds Group)
This Amended and Restated Agreement and Declaration of Trust made as of June 2, 2007, hereby
amends and restates in its entirety the Agreement and Declaration of Trust dated October 1, 1987
(as amended June 25, 1992, August 18, 1992, and May 17, 1999), by the Trustees hereunder (the
“Trustees”).
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; and
WHEREAS, the Trustees have agreed to amend and restate the Agreement and Declaration of Trust
prior to the sale of Shares pursuant to Section 7 on Article IX hereof.
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 Trustees hereunder IN TRUST to
manage and dispose of the same upon the following terms and conditions as hereinafter set forth.
ARTICLE I
Name and Definitions
Name and Definitions
Name
Section 1. This Trust shall be known as “BB&T Funds,” 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.
Definitions
Section 2. Whenever used herein, unless otherwise required by the context or specifically
provided:
(a) The “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 herein or elected in
accordance with Article IV;
(c) “Shares” means the equal proportionate transferable units of interest into which
the beneficial interest in the Trust shall be divided from time to time or, if more than one
series or class of Shares is authorized by the Trustees, the equal proportionate
transferable units into which each series of Shares shall be divided from time to time;
(d) “Shareholder” means a record owner of Shares of the Trust or of any series or class
of the Trust;
(e) The “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 “Affiliated Person”, “Assignment”, “Commission”, “Interested Person”,
“Principal Underwriter” and “Majority Shareholder Vote” (the 67% or 50% requirement of the
third sentence of Section 2(a)(42) of the 1940 Act, whichever may be applicable) shall have
the meanings given them in the 1940 Act;
(g) “Declaration of Trust” shall mean this Agreement and Declaration of Trust as
amended or restated from time to time; and
(h) “Bylaws” shall mean the Bylaws of the Trust as amended from time to time;
(i) The terms “series” or “series of Shares” refers to one or more separate investment
portfolio of the Trust into which the assets and liabilities of the Trust may be divided and
the Shares of the Trust representing the beneficial interest of shareholders in such
respective portfolios; and
(j) The terms “class” or “class of Shares” refers to the Shares representing the
division of any series into two or more classes as provided in Article III Section 1 hereof.
ARTICLE II
Purpose of Trust
Purpose of Trust
The purpose of the Trust is to provide investors a managed investment primarily in securities
and debt instruments and to carry on such other business as the Trustees may from time to time
determine pursuant to their authority under this Declaration of Trust.
ARTICLE III
Shares
Shares
Division of Beneficial Interest
Section 1. The Shares of the Trust shall be issued in one or more series as the Trustees may,
without shareholder approval, authorize. Each series may be divided into two or more classes.
Each series or class shall be preferred over all other series or classes in respect of the asset
allocated to that series or class. The beneficial interest in each series or class shall be
divided into Shares, with a par value of $0.00001, each of which shall represent an equal
proportionate interest in the series or class with each other Share of the same series or class,
none having priority or preference over another. The number of Shares authorized shall be
unlimited. The Trustees may from time to time divide or combine the Shares into a greater or
lesser number without thereby changing the proportionate beneficial interests in the series or
class.
Ownership of Shares
Section 2. The ownership of Shares shall be recorded on the books of the Trust or a transfer
or similar agent. 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 issuance of Share certificates, the transfer of Shares 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 or class and as
to the number of Shares of each series or class held from time to time by each Shareholder.
Investment in the Trust
Section 3. The Trustees shall accept investments in the Trust from such persons and on such
terms and for such consideration, which may consist of cash or tangible or intangible property or a
combination thereof, as they from time to time authorize.
All consideration received by the Trust for the issue or sale of Shares of each series or
class, together with all income, earnings, profits, and proceeds thereof, including any proceeds
-3-
derived from the sale, exchange or liquidation thereof, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the
series or class of Shares with respect to which the same were received by the Trust for all
purposes, subject only to the rights of creditors, and shall be so handled upon the books of
account of the Trust and are herein referred to as “assets of” such series or class.
No Preemptive Rights
Section 4. Shareholders shall have no preemptive or other right to subscribe to any
additional Shares or other securities issued by the Trust.
Status of Shares and Limitation of Personal Liability
Section 5. 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 only to the rights of said decedent 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 Shareholder, 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.
ARTICLE IV
The Trustees
The Trustees
Election
Section 1. The number of Trustees shall be as provided in the Bylaws or as fixed from to time
by the Trustees. The shareholders may elect Trustees at any meeting of Shareholders called by the
Trustees for that purpose. Each Trustee shall serve during the continued lifetime of the Trust
until he dies, resigns or is removed, or, if sooner, until the next meeting of Shareholders called
for the purpose of electing Trustees and the election and qualification of his successor. Any
Trustee may resign at any time by written instrument signed by him and delivered to any officer of
the Trust, to each other Trustee 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 resignation or
removal, or any right to damages on account of such removal.
-4-
Effect of Death, Resignation, etc. of a Trustee
Section 2. The death, declination, resignation, retirement, removal or incapacity of the
Trustees, or any one 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.
Powers
Section 3. 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. Without limiting the foregoing, the Trustees may adopt Bylaws not
inconsistent with this Declaration of Trust providing for the conduct of the business of the Trust
and may amend and repeal them to the extent that such Bylaws do not reserve that right to the
Shareholders; they may enlarge or reduce their number, may fill vacancies in their number,
including vacancies caused by enlargement of their number, and may remove Trustees with or without
cause; they may elect and remove, with or without cause, such officers and appoint and terminate
such agents as they consider appropriate; they may appoint from their own number, and terminate,
any one or more committees consisting of two or more Trustees, including an executive committee
which may, when the Trustees are not in session, exercise some or all of the power and authority of
the Trustees as the Trustees may 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, 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, write options on and lease
any or all of the assets of the Trust;
(c) To act as a distributor of shares and as underwriter of, or broker or dealer in,
securities or other property;
(d) 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
-5-
person or persons such power and discretion with relation to securities or property as the Trustees shall deem
proper;
(e) To exercise powers and rights of subscription or otherwise which in any manner
arise out of ownership of securities;
(f) To hold any security or property in a form not indicating any trust, whether in
bearer, unregistered or other negotiable form, or in the name of the Trustees or of the
Trust or in the name of a custodian, subcustodian or other depository or a nominee or
nominees or otherwise;
(g) To allocate assets, liabilities and expenses of the Trust to a particular series or
class of Shares or to apportion the same among two or more series or class, provided that
any liabilities or expenses incurred by a particular series of Shares shall be payable
solely out of the assets of that series or class.
(h) To consent to or participate in any plan for the reorganization, consolidation or
merger of any corporation or issuer, any security of which is or was 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;
(i) 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;
(j) 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;
(k) To enter into joint ventures, general or limited partnerships and any other
combinations or associations;
(l) To borrow funds;
(m) To endorse or guarantee the payment of any notes or other obligations of any
person; to make contracts of guaranty or suretyship, or otherwise assume liability for
payment thereof; and to mortgage and pledge the Trust property or any part thereof to secure
any of or all such obligations;
(n) 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, including
-6-
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 or managers, 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 Shareholder, Trustee, officer, employee, agent,
investment adviser or manager, 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 such liability;
(o) To pay pensions for faithful service, 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; and
(p) To engage in any other lawful act or activity in which corporations organized under
the Massachusetts Business Corporation Law may engage. 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.
Except as otherwise provided herein or from time to time in the Bylaws, any action to be taken
by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees (a
quorum being present), within or without Massachusetts, including any meeting held by means of a
conference telephone or other communications equipment by means of which all persons participating
in the meeting can hear each other at the same time and participation by such means shall
constitute presence in person at a meeting, or by written consents of a majority of the Trustees
then in office.
Payment of Expenses by Trust
Section 4. The Trustees are authorized to pay or to 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, in
connection with the management thereof, or in connection with the financing of the sale of Shares,
including, but not limited to, the Trustees’ compensation and such expenses and charges for the
services of the Trust’s officers, employees, any investment adviser, sub-adviser, principal
underwriter, auditor, counsel, custodian, sub-custodian, transfer agent, administrator,
sub-administrator, distributor, 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, provided, however, that all expenses, fees, charges, taxes and liabilities incurred or
-7-
arising in connection with a particular series or class of Shares as determined by the Trustees,
shall be payable solely out of the assets of that series or class.
Ownership of Assets of the Trust
Section 5. Title to all of the assets of each series or class of Shares and of the Trust
shall at all times be considered as vested in the Trustees.
Advisory, Management and Distribution
Section 6. The Trustees may, at any time and from time to time, contract for exclusive or
nonexclusive advisory and/or management services with any corporation, trust, association or other
organization (the “Manager”), every such contract to comply with such requirements and restrictions
as may be set forth in the Bylaws; and any such contract may provide for one or more Sub-advisers
who shall perform all or part of the obligations of the Manager under such Contract and may contain
such other terms interpretive of or in addition to said requirements and restrictions as the
Trustees may determine, including, without limitation, authority to determine from time to time
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
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 Bylaws; and any such contract may contain
such other terms interpretive of or in addition to said requirements and restrictions 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 or
distributor 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
-8-
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
Shareholders’ Voting Powers and Meetings
Shareholders shall have such power to vote as is provided for in, and may hold meetings and
take actions pursuant to the provisions of the Bylaws.
ARTICLE VI
Distributions, Redemptions and Repurchases
Distributions, Redemptions and Repurchases
Distributions
Section 1. The Trustees may each year, or more frequently if they so determine, distribute to
the Shareholders of each series such income and capital gains, accrued or realized, as the Trustees
may determine, after providing for actual and accrued expenses and liabilities (including such
reserves as the Trustees may establish) determined in accordance with good accounting practices.
The trustees shall have full discretion to determine which items shall be treated as income and
which items as capital and their determination shall be binding upon the Shareholders.
Distributions of each year’s income of each series or class shall be distributed pro rata to
Shareholders in proportion to the number of Shares of each series or class held by each of them.
Such distributions shall be made in case or Shares or a combination thereof as determined by the
Trustees. Any such distribution paid in Shares will be paid at the net asset value thereof as
determined in accordance with the Bylaws.
Redemptions and Repurchases
Section 2. The Trust shall purchase such Shares as are offered by any Shareholder for
redemption, upon the presentation of any certificate for the Shares to be purchased, a proper
instrument of transfer and 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 next determined in accordance with the Bylaws, less such redemption charge or fee as
the Trustees may determine from time to time. 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 customary weekends or holidays, or, if permitted by
rules of the Commission, during periods when trading on the Exchange is restricted or during any
emergency which makes it impractical for the Trust to dispose of its investments or to determine
fairly the value of its net assets, or during any other period permitted by order of the Commission
for the protection of investors, such obligation may be suspended or postponed by
-9-
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 Trust may refuse to honor a request by a Shareholder for redemption of his Shares for a
specified time after such Shareholder’s purchase of such Shares, such specified time, if any, to be
set forth in the Bylaws.
Redemptions at the Option of the Trust
Section 3. 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 determined in accordance with the Bylaws: (i)
if at such time such Shareholder owns fewer Shares than, or Shares having an aggregate net
asset value of less than, an amount determined from time to time by the Trustees; or (ii) to the
extend that such Shareholder owns Shares of a particular series or class or Shares equal to or in
excess of a percentage of the outstanding Shares of that series or class determine from time to
time by the Trustees; or (iii) to the extent that such Shareholder owns Shares of the Trust
representing a percentage equal to or in excess of such percentage of the aggregate number of
outstanding Shares of the Trust or the aggregate net asset value of the Trust determined from time
to time by the Trustees.
Dividends, Distributions, Redemptions and Repurchases
Section 4. 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 of such series or class.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
Compensation and Limitation of Liability of Trustees
Compensation
Section 1. 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,
underwriting, brokerage, or investment dealer or other services and payment for the same by the
Trust.
Limitation of Liability
Section 2. The Trustees shall not be responsible or liable in any event for any neglect or
wrongdoing 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
-10-
subject by reason of wilful 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 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 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
Indemnification
Indemnification
Trustees, Officers, etc.
Section 1. The Trust shall indemnify each of its Trustees and officers (including persons who
serve at the Trust’s request as directors, officers or trustees of another organization in which
the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a
“Covered Person”) against all liabilities and expenses, including but not limited to amounts paid
in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably
incurred by any Covered Person in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, before any court or administrative or legislative
body, in which such Covered Person may be or may have been involved as a party or otherwise or with
which such Covered Person may be or may have been threatened, while in office or thereafter, by
reason of being or having been such a Covered Person except with respect to any matter as to which
such Covered Person shall have been finally adjudicated in any such action, suit or other
proceeding to be liable to the Trust or its Shareholders by reason of wilful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered
Person’s office. Expenses, including counsel fees so incurred by any such Covered Person (but
excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall
be paid from time to time by the Trust in advance of the final disposition of any such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay
amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses
is not authorized under this Article, provided, however, that either (a) such Covered Person shall
have provided appropriate security for such undertaking, (b) the Trust shall be insured against
losses arising from any such advance payments or (c) either a majority of the disinterested
Trustees acting on the matter (provided that a majority of the disinterested Trustees then in
office act on the matter), or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a full trial type
inquiry) that there is reason to believe that such Covered Person will be found entitled to
indemnification under this Article.
Compromise Payment
-11-
Section 2. As to any matter disposed of (whether by a compromise payment, pursuant to a
consent decree or otherwise) without an adjudication by a court, or by any other body before which
the proceeding was brought, that such Covered Person either (a) did not act in good faith in the
reasonable belief that his action was in the best interests of the Trust or (b) is liable to the
Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office, indemnification shall be
provided if (a) approved as in the best interests of the Trust, after notice that it involved such
indemnification, by at least a majority of the disinterested Trustees acting on the matter
(provided that a majority of the disinterested Trustees then in office act on the matter) upon a
determination, based upon a review of readily available facts (as opposed to a full trial type
inquiry) that such Covered Person acted in good faith in the reasonable belief that his action was
in the best interests of the Trust and is not liable to the Trust or its Shareholders by reasons of
wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office, or (b) there has been obtained an opinion in writing of independent
legal counsel, based upon a review of readily available facts (as opposed to a full trial type
inquiry) to the effect that such Covered Person appears to have acted in good faith in the
reasonable belief that his action was in the best interests of the Trust and that such
indemnification would not protect such Person against any liability to the Trust to which he would
otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office. Any approval pursuant to this
Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered
Person in accordance with this Section as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable
belief that such Covered Person’s action was in the best interests of the Trust or to have been
liable to the Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s
office.
Indemnification Not Exclusive
Section 3. The right of indemnification hereby provided shall not be exclusive of or affect
any other rights to which such Covered Person may be entitled. As used in this Article VIII, the
term “Covered Person” shall include such person’s heirs, executors and administrators and a
“disinterested Trustee” is a Trustee who is not an “interested person” of the Trust as defined in
Section 2 (a)(19) of 1940 Act (or who has been exempted from being an “interested person” by any
rule, regulation or order of the Commission) and against whom one of such actions, suits or other
proceedings or another action, suit or other proceeding on the same or similar grounds is then or
has been pending. Nothing contained in this Article shall affect any rights to indemnification to
which personnel of the Trust, other than Trustees or officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to purchase and maintain liability
insurance on behalf of any such person; provided, however, that the Trust shall not purchase or
maintain any such liability insurance in contravention of applicable law, including without
limitation the 1940 Act.
-12-
Shareholders
Section 4. 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 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 to be held harmless
from and indemnified against all loss and expense arising from such liability, but only out of the
assets of the particular series of Shares of which he or she is or was a Shareholder.
ARTICLE IX
Miscellaneous
Miscellaneous
Trustees, Shareholders, etc. Not Personally Liable; Notice
Section 1. All persons extending credit to, contracting with or having any claim against the
Trust or a particular series of Shares shall look only to the assets of the Trust or the assets of
that particular series of Shares 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 wilful 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 by the
Trustees or by any officer or officers 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 officers or officer
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,
and may contain such further recital as he or she or they may deem appropriate, but the omission
thereof shall not operate to bind any Trustee or Trustees or officer or officers or Shareholder or
Shareholders individually.
Trustee’s Good Faith Action, Expert Advice, No Bond or Surety
Section 2. 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 wilful 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
-13-
advice. The Trustees shall
not be required to give any bond as such, nor any surety if a bond is required.
Liability of Third Persons Dealing with Trustees
Section 3. 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.
Duration and Termination of Trust
Section 4. Unless terminated as provided herein, the Trust shall continue without limitation
of time. The Trust may be terminated at any time by the vote of Shareholders holding at least a
majority of the Shares of each series entitled to vote or by the Trustees by written notice to the
Shareholders. Any series or class of Shares may be terminated at any time by vote
of Shareholders holding at least a majority of the Shares of such series entitled to vote or
by the Trustees by written notice to the Shareholders of such series or class.
Upon termination of the Trust or of any one or more series of Shares, after paying or
otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or
anticipated, of the Trust or of the particular series as may be determined by the Trustees, the
Trust shall, in accordance with such procedures as the Trustees consider appropriate, reduce the
remaining assets to distributable form in cash or shares or other securities, or any combination
thereof, and distribute the proceeds to the Shareholders of the series involved, ratably according
to the number of Shares of such series held by the several Shareholders of such series on the date
of termination.
Filing of Copies, References, Headings
Section 5. 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 the Boston City Clerk, as well as 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
-14-
amendments. Headings are placed herein
for convenience of reference only and shall not be taken as a part hereof or 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.
Applicable Law
Section 6. 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.
Amendments
Section 7. 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 to do so by vote of Shareholders holding
a majority of the Shares of each series entitled to vote, except that an
amendment which shall affect the holders of one or more series or class of Shares but not the
holders of all outstanding series or class shall be authorized by vote of the Shareholders holding
a majority of the Shares entitled to vote of each series or class affected and no vote of
Shareholders of a series or class not affected shall be required. Amendments having the purpose of
changing the name of the Trust, of establishing, changing, or eliminating the par value of the
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.
Registered Agent
Section 8. The registered agent for this Trust is CT Corporation System, 000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000.
Principal Office
Section 9. The principal office for this Trust is located at 000 Xxxxxxxxxxxx Xxxxxx Xxxx,
Xxxxxxx, Xxxxx Xxxxxxxx 00000.
Address of Trustees
Section 10. The Trustees are located at 000 Xxxxxxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxxxx
00000.
-15-
IN WITNESS WHEREOF, each of the Undersigned has set forth his hand for himself and his
assigns, as of this 2nd day of June, 2007.
| Xxxxxx X. Xxxxxxx | ||||
| Chairman | ||||
| Xxxx X. Xxxxx | ||||
| Trustee | ||||
| Xxxxx X. Xxxxxxx | ||||
| Trustee | ||||
| Xxxxxxx X. Xxx Xxxx | ||||
| Trustee | ||||
| Xxxxx X. Xxxxxxx | ||||
| Trustee | ||||
| Xxxxx X. Xxxxxxxxx | ||||
| Trustee | ||||
-16-
