XXXXXX RETIREMENTREADY FUNDS
(PORTIONS OF AGREEMENT AND DECLARATION OF TRUST RELATING TO
SHAREHOLDERS' RIGHTS)
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ARTICLE I
Name and Definitions
(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 or class of Shares shall be divided from
time to time;
(d) "Shareholder" means a record owner of Shares;
ARTICLE III
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 shall
be preferred over all other series in respect of the assets allocated to
that series within the meaning of the 1940 Act and shall represent a
separate investment portfolio of the Trust. The beneficial interest in each
series shall at all times be divided into Shares, without par value, each of
which shall, except as provided in the following sentence, represent an
equal proportionate interest in the series with each other Share of the same
series, none having priority or preference over another. The Trustees may,
without Shareholder approval, divide the Shares of any series into two or
more classes, Shares of each such class having such preferences and special
or relative rights and privileges (including conversion rights, if any) as
the Trustees may determine and as shall be set forth in the Bylaws. The
number of Shares authorized shall be unlimited. The Trustees may from time
to time divide or combine the Shares of any series or class into a greater
or lesser number without thereby changing the proportionate beneficial
interest 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
and class and as to the number of Shares of each series and class held
from time to time by each Shareholder.
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 Declaration of Trust or the Bylaws. Every
Shareholder by virtue of having become a Shareholder shall be held to
have expressly assented and agreed to the terms of this Declaration of
Trust and the Bylaws and to have become a party thereto. 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 V
Shareholders' Voting Powers and Meetings
Voting Powers
Section 1. Subject to the voting powers of one or more classes of Shares as
set forth elsewhere in this Declaration of Trust or in the Bylaws, the
Shareholders shall have power to vote only (i) for the election of Trustees
as provided in Article IV, Section 1, (ii) for the removal of Trustees as
provided in Article IV, Section 1, (iii) with respect to any Manager as
provided in Article IV, Section 6, (iv) with respect to any termination of
this Trust to the extent and as provided in Article IX, Section 4, (v) with
respect to any amendment of this Declaration of Trust to the extent and as
provided in Article IX, Section 7, (vi) 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, and (vii) with respect to such additional matters relating to
the Trust as may be required by this Declaration of Trust, the Bylaws or any
registration of the Trust with the Securities and Exchange Commission (or
any successor agency) or any state, or as the Trustees may consider
necessary or desirable. Each whole Share shall be entitled to one vote as
to any matter on which it is entitled to vote and each fractional Share
shall be entitled to a proportionate fractional vote. 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 Bylaws, be voted in the
aggregate as a single class without regard to series or classes of shares,
except (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 Trustees have determined that 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. Shares may be voted in person or by
proxy. A proxy with respect to Xxxxxx 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. Until Shares of any series or class are issued, the Trustees
may exercise all rights of Shareholders and may take any action required by
law, this Declaration of Trust or the Bylaws to be taken by Shareholders as
to such series or class.
Voting Power and Meetings
Section 2. Meetings of Shareholders of any or all series or classes may
be called by the Trustees from time to time for the purpose of taking
action upon any matter requiring the vote or authority of the
Shareholders of such series or classes as herein provided or upon any
other matter deemed by the Trustees to be necessary or desirable.
Written notice of any meeting of Shareholders shall be given or caused
to be given by the Trustees by mailing such notice at least seven days
before such meeting, postage prepaid, stating the time, place and
purpose of the meeting, to each Shareholder entitled to vote at such
meeting at the Shareholder's address as it appears on the records of the
Trust. If the Trustees shall fail to call or give notice of any meeting
of Shareholders for a period of 30 days after written application by
Shareholders holding at least 10% of the then outstanding shares of all
series and classes entitled to vote at such meeting requesting a meeting
to be called for a purpose requiring action by the Shareholders as
provided herein or in the Bylaws, then Shareholders holding at least 10%
of the then outstanding Shares of all series and classes entitled to
vote at such meeting may call and give notice of such meeting, and
thereupon the meeting shall be held in the manner provided for herein in
case of call thereof by the Trustees. Notice of a meeting need not be
given to any Shareholder if a written waiver of notice, executed by him
or her before or after the meeting, is filed with the records of the
meeting, or to any Shareholder who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to
him or her.
Quorum and Required Vote
Section 3. Thirty percent of Shares entitled to vote on a particular
matter shall be a quorum for the transaction of business on that matter
at a Shareholders' meeting, except that where any provision of law or of
this Declaration of Trust or the Bylaws requires that holders of any
series or class shall vote as an individual series or class, then thirty
percent of the aggregate number of Shares of that series or class
entitled to vote shall be necessary to constitute a quorum for the
transaction of business by that series or class. Any lesser number
shall be sufficient for adjournments. Any adjourned session or sessions
may be held, within a reasonable time after the date set for the
original meeting, without the necessity of further notice. Except when
a larger vote is required by any provision of law or of this Declaration
of Trust or the Bylaws, a majority of the Shares voted shall decide any
questions and a plurality shall elect a Trustee, provided that where any
provision of law or of this Declaration of Trust or the Bylaws requires
that the holders of any series or class shall vote as an individual
series or class then a majority of the Shares of that series or class
voted on the matter (or a plurality with respect to the election of a
Trustee) shall decide that matter insofar as that series or class is
concerned.
Action by Written Consent
Section 4. Any action taken by Shareholders may be taken without a
meeting if a majority of Shareholders 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 the Bylaws) 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.
Additional Provisions
Section 5. The Bylaws may include further provisions, not inconsistent
with this Declaration of Trust, regarding Shareholders' voting powers,
the conduct of meetings and related matters.
ARTICLE VI
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 out of the
assets of such series such amounts as the Trustees may determine. Any
such distribution to the Shareholders of a particular series shall be
made to said Shareholders pro rata in proportion to the number of Shares
of such series held by each of them, except to the extent otherwise
required or permitted by the preferences and special or relative rights
and privileges of any classes of Shares of that Series, and any
distribution to the Shareholders of a particular class of Shares shall
be made to such Shareholders pro rata in proportion to the number of
Shares of such class held by each of them. Such distributions shall be
made in cash, Shares or other property, 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 any redemption charge fixed by the
Trustees. 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 at any time the New York Stock Exchange is closed for
other than customary weekends or holidays, or, if permitted by rules of the
Securities and Exchange 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
Securities and Exchange Commission for the protection of investors, such
obligation 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. Payment for any redemption,
purchase or repurchase may be made in cash or in other property, or any
combination thereof. The composition of any such payment shall be
determined by the Trust in its sole discretion, and the Trust shall have no
obligation to effect a pro rata division of cash or other property in making
any such payment. In no event shall the Trust be liable for any delay of
any other person in transferring securities or other property selected for
delivery as all or part of any such payment.
Redemption 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 extent that such Shareholder owns Shares of a
particular series of Shares equal to or in excess of a percentage of the
outstanding Shares of that series determined 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.
ARTICLE VIII
Indemnification
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 representative 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
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 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 by the Trustees or by any officer or officers shall give notice that
this Declaration of Trust is on file with the Secretary of State 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 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.
