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EXHIBIT 1(a)
AGREEMENT AND DECLARATION OF TRUST
OF
AIM FUNDS GROUP
WHEREAS, THIS AGREEMENT AND DECLARATION OF TRUST is made and entered
into as of May 5 , 1993, among Xxxxxxx X. Xxxx, Xxxxxxx X. Xxxxx and Xxxxxx X.
Xxxxxx, as trustees, and each person who becomes a shareholder (as hereinafter
defined) in accordance with the terms hereinafter set forth.
WHEREAS, the parties hereto desire to create a business trust
pursuant to the Delaware Act (as hereinafter defined) for the investment and
reinvestment of funds contributed thereto;
NOW, THEREFORE, the Trustees hereby direct that a Certificate of
Trust be filed with the Office of the Secretary of State of Delaware and do
hereby declare that all money and property contributed to the trust hereunder
shall be held and managed in trust under this Trust Agreement for the benefit
of the Shareholders (as hereinafter defined) as herein set forth below.
ARTICLE I
NAME, DEFINITIONS, PURPOSE AND CERTIFICATE OF TRUST
Section 1.1. Name. The name of the business trust created hereby is
"AIM Funds Group," and the Trustees may transact the Trust's affairs in that
name. The Trust shall constitute a Delaware business trust in accordance with
the Delaware Act, as hereinafter defined.
Section 1.2. Definitions. Wherever used herein, unless otherwise
required by the context or specifically provided:
(a) "Agreement" means this Agreement and Declaration of Trust, as it
may be amended from time to time.
(b) "Bylaws" means the Bylaws referred to in Article IV, Section
4.1(e) hereof, as from time to time amended;
(c) The term "Class" means a portion of Shares of a Portfolio of the
Trust established in accordance with the provisions of Article II, Section 2.3
hereof.
(d) The term "Commission" has the meaning given it in the 1940 Act.
The terms "affiliated person", "Company", "Person" and "principal underwriter"
shall have the meanings given them in the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Commission or any rules
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or regulations adopted or interpretive releases of the Commission thereunder.
(e) The "Delaware Act" refers to the Delaware Business Trust Act, 12
Del. C. Section 3801, et seq., as such Act may be amended from time to time.
(f) "Portfolio" means a series of Shares of the Trust established in
accordance with the provisions of Article II, Section 2.3 hereof;
(g) "Shareholder" means a record owner of Outstanding Shares of the
Trust;
(h) "Shares" means, as to a Portfolio or any Class thereof, the equal
proportionate transferable units of beneficial interest into which the
beneficial interest of such Portfolio of the Trust or such Class thereof shall
be divided and may include fractions of Shares as well as whole Shares;
(i) The "Trust" means the AIM Funds Group, the Delaware business
trust established hereby, and reference to the Trust, when applicable to one or
more Portfolios of the Trust, or Classes thereof, shall refer to any such
Portfolio, or Class thereof, as the case may be;
(j) The "Trustees" means the Persons who have signed this Agreement
and Declaration of Trust as trustees so long as they shall continue to serve as
trustees of the Trust in accordance with the terms hereof, and all other
Persons who may from time to time be duly appointed as Trustee in accordance
with the provisions of Section 3.4 hereof, and reference herein to a Trustee or
to the Trustees shall refer to such Persons in their capacity as Trustees
hereunder;
(k) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of one or
more of the Trust, any Portfolio, any Class of a Portfolio or the Trustees on
behalf of the Trust, a Portfolio or Class; and
(l) The "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time.
Section 1.3. Purpose. The purpose of the Trust is to conduct,
operate and carry on the business of a management investment company registered
under the 1940 Act through one or more Portfolios investing primarily in
securities and to carry on such other business as the Trustees may from time to
time determine pursuant to their authority under this Trust Agreement.
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Section 1.4. Certificate of Trust. Immediately upon the execution
of this Trust Agreement, the Trustees shall file a Certificate of Trust with
respect to the Trust in the Office of the Secretary of State of the State of
Delaware pursuant to the Delaware Act.
ARTICLE II
BENEFICIAL INTEREST
Section 2.1. Shares of Beneficial Interest. The beneficial interest
in the Trust shall be divided into an unlimited number of Shares, with par
value of $0.01 per Share. The Trustees may, from time to time, authorize the
division of the Shares into one or more series, each of which constitutes a
Portfolio, and may further authorize the division of said Portfolios into one
or more additional, separate and distinct Classes in accordance with Section
2.3 of this Agreement. All Shares issued hereunder, including without
limitation, Shares issued in connection with a dividend in Shares or a split or
reverse split of Shares, shall be fully paid and nonassessable.
Section 2.2. Issuance of Shares. The Trustees in their discretion
may, from time to time, without vote of the Shareholders, issue Shares, in
addition to the then issued and outstanding Shares and Shares held in the
treasury, to such party or parties and for such amount and type of
consideration, subject to applicable law, including cash or securities, at such
time or times and on such terms as the Trustees may deem appropriate, and may
in such manner acquire other assets (including the acquisition of assets
subject to, and in connection with, the assumption of liabilities) and
businesses. In connection with any issuance of Shares, the Trustees may issue
fractional Shares and Shares held in the treasury. 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 Trust.
Contributions to the Trust may be accepted for, and Shares shall be redeemed
as, whole Shares and/or 1/1,000th of a Share or integral multiples thereof.
Section 2.3. Establishment of Portfolios and Classes. The Trust
shall initially be divided into nine Portfolios, the AIM Growth Fund, the AIM
Utilities Fund, the AIM Government Securities Fund, the AIM Income Fund, the
AIM Municipal Bond Fund, the AIM High Yield Fund, the AIM Money Market Fund,
the AIM Value Fund and the AIM Balanced Fund. With the exception of the AIM
Money Market Fund, the AIM Value Fund and the AIM Balanced Fund, all remaining
six initial Portfolios shall initially have two Classes, the Class A Shares and
the Class B Shares. The AIM Money Market Fund shall initially have three
Classes, the Class A Shares, Class B Shares and the Class C Shares. The AIM
Value Fund and the AIM Balanced Fund shall initially have one Class, the Class
A Shares. The above intial Portfolios and their respective initial Classes as
set forth in this Section 2.3 are collectively referred to as the "Initial
Portfolios". The establishment and designation of any other Portfolio or
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Class thereof, or, subject to Section 6.1 hereof, any change to the Initial
Portfolios, shall be effective upon the adoption by a majority of the then
Trustees of a resolution which sets forth such establishment, designation or
change.
Section 2.3.1. Subject to Section 6.1 of this Trust Agreement, the
Trustees shall have full power and authority, in their sole discretion without
obtaining any prior authorization or vote of the Shareholders of any Portfolio
of the Trust, or Class thereof, to establish and designate and to change in any
manner any Portfolio of Shares, or any Class or Classes thereof, to fix such
preferences, voting powers, rights and privileges of any Portfolio, or Classes
thereof, as the Trustees may from time to time determine, to divide or combine
the Shares or any Portfolio, or Classes thereof, into a greater or lesser
number, to classify or reclassify any issued Shares or any Portfolio, or
Classes thereof, into one or more Portfolios or Classes of Shares of a
Portfolio, and to take such other action with respect to the Shares as the
Trustees may deem desirable. A Portfolio and any Class thereof may issue any
number of Shares but need not issue any shares. At any time that there are no
Shares outstanding of any particular Portfolio or Class previously established
and designed, the Trustees may by a majority vote of the Trustees abolish that
Portfolio or Class and the establishment and designation thereof.
Section 2.3.2. Unless the establishing resolution or any other
resolution adopted pursuant to this Section 2.3 otherwise provides, Shares of
each Portfolio or Class thereof established hereunder shall have the following
relative rights and preferences:
(a) Except as set forth in paragraph (e) of this Subsection
2.3.2, each Share of a Portfolio, regardless of Class, shall represent an equal
pro rata interest in the assets belonging to such Portfolio and shall have
identical voting, dividend, liquidation and other rights, preferences, powers,
restrictions, limitations, qualifications and designations and terms and
conditions with each other Share of such Portfolio.
(b) Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the Trust or
the Trustees, whether of the same or other Portfolio (or Class).
(c) All consideration received by the Trust for the issue or
sale of Shares of a particular Portfolio (or Class), together with all assets
in which such consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or
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payments derived from any reinvestment of such proceeds in whatever form the
same may be, shall be held and accounted for separately from the other assets
of the Trust and of every other Portfolio and may be referred to herein as
"assets belonging to" that Portfolio (or Class). The assets belonging to a
particular Portfolio (or Class) shall belong to that Portfolio (or Class) for
all purposes, and to no other Portfolio (or Class), subject only to the rights
of creditors of that Portfolio (or Class). In addition, any assets, income,
earnings, profits or funds, or payments and proceeds with respect thereto,
which are not readily identifiable as belonging to any particular Portfolio (or
Class) shall be allocated by the Trustees between and among one or more of the
Portfolios (or Classes) in such manner as the Trustees, in their sole
discretion, deem fair and equitable. Each such allocation shall be conclusive
and binding upon the Shareholders of all Portfolios or Classes thereof for all
purposes, and such assets, income, earnings, profits, or funds, or payments and
proceeds with respect thereto shall be assets belonging to that Portfolio (or
Class).
(d) The assets belonging to a particular Portfolio (or Class)
shall be charged with the liabilities of that Portfolio (or Class) and
all expenses, costs, charges and reserves attributable to that Portfolio (or
Class). As hereinafter provided, Class Expenses that are directly attributable
to any particular Class shall be borne by such Class. Any general liabilities,
expenses, costs, charges or reserves to the Trust which are not readily
identifiable as belonging to any particular Portfolio or Class shall be
allocated and charged by the Trustees between or among any one or more of the
Portfolios (or Classes) in such manner as the Trustees in their sole discretion
deem fair and equitable. Each such allocation shall be conclusive and binding
upon the Shareholders of all Portfolios (or Classes) for all purposes. Without
limitation of the foregoing provisions of this Subsection 2.3.2, the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular Portfolio (or Class) shall be enforceable
against the assets of such Portfolio (or Class) only, and not against the
assets of the Trust generally. Notice of this contractual limitation on
inter-Portfolio liabilities shall be set forth in the Certificate of Trust
described in Section 1.4 of this Agreement (whether originally or by
amendment), and upon the giving of such notice in the Certificate of Trust, the
statutory provisions of Section 3804 of the Delaware Act relating to
limitations on inter-Portfolio liabilities (and the statutory effect under
Section 3804 of setting forth such notice in the certificate of trust) shall
become applicable to the Trust and each Portfolio and Class thereof.
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(e) Each Class of Shares of a Portfolio shall have a different
Class designation. Each Class of Shares shall bear expenses ("Class Expenses")
of the Trust's operations that are directly attributable to such Class.
Dividends paid by the Trust with respect to each Class of Shares in a Portfolio
shall be calculated in the same manner and shall be in the same amount as
dividends paid by the Trust with respect to each other Class of Shares in the
same Portfolio, except that Class Expenses shall be borne exclusively by the
affected Classes.
All references to Shares in this Trust Agreement shall be deemed to
be Shares of any or all Portfolios, or Classes thereof, as the context may
require. All provisions herein relating to the Trust shall apply equally to
each Portfolio of the Trust, and each Class thereof, except as the context
otherwise requires.
Section 2.4. Investment in the Trust. Investments may be accepted by
the Trust from such Persons, at such times, on such terms, and for such
consideration, which may consist of cash or tangible or intangible property or
a combination thereof, as the Trustees from time to time may authorize. At the
Trustees' discretion, such investments, subject to applicable law, may be in
the form of cash or securities in which the affected Portfolio is authorized to
invest, valued as provided in applicable law. Each investment shall be
credited to the individual shareholder's account in the form of full and
fractional Shares of the Trust, in such Portfolio (or Class) as the purchaser
shall select.
Section 2.5. Personal Liability of Shareholders. As provided by
applicable law, no Shareholder of the Trust shall be personally liable for the
debts, liabilities, obligations and expenses incurred by, contracted for, or
otherwise existing with respect to, the Trust or any Portfolio (or Class)
thereof. Neither the Trust nor the Trustees, nor any officer, employee or
agent of the Trust shall have any power to bind personally any Shareholder or,
except as provided herein or by applicable law, 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 by way of subscription
for any Shares or otherwise. The Shareholders shall be entitled, to the
fullest extent permitted by applicable law, to the same limitation on personal
liability as is extended under the Delaware General Corporation Law to
stockholders of private corporations for profit. Every note, bond, contract or
other undertaking issued by or on behalf of the Trust or the Trustees relating
to the Trust or to any Portfolio (or Class) thereof shall include a recitation
limiting the obligation represented thereby to the Trust or to one or more
Portfolios thereof and its or their assets (but the
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omission of such a recitation shall not operate to bind any Shareholder or
Trustee of the Trust).
Section 2.6. Assent to Trust Agreement. Every Shareholder, by
virtue of having purchased a Share, shall be held to have expressly assented
to, and agreed to be bound by, the terms hereof. 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 rights of said decedent under this Trust.
ARTICLE III
THE TRUSTEES
Section 3.1 Management of the Trust. The Trustees shall have
exclusive and absolute control over the Trust Property and over the business of
the Trust to the same extent as if the Trustees were the sole owners of the
Trust Property and business in their own right, but with such powers of
delegation as may be permitted by this Trust Agreement. The Trustees shall
have power to conduct the business of the Trust and carry on its operations in
any and all of its branches and maintain offices both within and without the
State of Delaware, in any and all states of the United States of America, in
the District of Columbia, in any and all commonwealths, territories,
dependencies, colonies, or possessions of the United States of America, and in
any foreign jurisdiction and to do all such other things and execute all such
instruments as they deem necessary, proper or desirable in order to promote the
interests of the Trust although such things are not herein specifically
mentioned. Any determination as to what is in the interests of the Trust made
by the Trustees in good faith shall be conclusive. In construing the
provisions of this Trust Agreement, the presumption shall be in favor of a
grant of power to the Trustees.
The enumeration of any specific power in this Trust Agreement shall
not be construed as limiting the aforesaid power. The powers of the Trustees
may be exercised without order of or resort to any court.
Section 3.2. Initial Trustees. The initial Trustees shall be the
persons named herein. On a date fixed by the Trustees, the Shareholders shall
elect at least three (3) but not more than twelve (12) Trustees, as specified
by the Trustees pursuant to Section 3.6 of this Article III.
Section 3.3. Term of Office of Trustees. The Trustees shall hold
office during the lifetime of this Trust, and until its termination as herein
provided; except (a) that
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any Trustee may resign his trusteeship or may retire by written instrument
signed by him and delivered to the other Trustees, which shall take effect upon
such delivery or upon such later date as is specified therein; (b) that any
Trustee may be removed at any time by written instrument, signed by a least
two-thirds of the number of Trustees prior to such removal, specifying the date
when such removal shall become effective; (c) that any Trustee who has died,
become physically or mentally incapacitated by reason of disease or otherwise,
or is otherwise unable to serve, may be retired by written instrument signed by
a majority of the other Trustees, specifying the date of his retirement; and
(d) that a Trustee may be removed at any meeting of the Shareholders of the
Trust.
Section 3.4. Vacancies and Appointment of Trustees. In case of the
declination to serve, death, resignation, retirement or removal of a Trustee,
or a Trustee is otherwise unable to serve, or an increase in the number of
Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees
shall occur, until such vacancy is filled, the other Trustees shall have all
the powers hereunder and the certification of the other Trustees of such
vacancy shall be conclusive. In the case of an existing vacancy, the remaining
Trustees may fill such vacancy by appointing such other person as they in their
discretion shall see fit, or may leave such vacancy unfilled or may reduce the
number of Trustees to not less than three (3) Trustees. Such appointment shall
be evidenced by a written instrument signed by a majority of the Trustees in
office or by resolution of the Trustees, duly adopted, which shall be recorded
in the minutes of a meeting a the Trustees, whereupon the appointment shall
take effect.
An appointment of a Trustee may be made by the Trustees then in
office in anticipation of a vacancy to occur by reason of retirement,
resignation or increase in number of Trustees effective at a later date,
provided that said appointment shall become effective only at or after the
effective date of said retirement, resignation or increase in number of
Trustees. As soon as any Trustee appointed pursuant to this Section 3.4 shall
have accepted this trust, the trust estate shall vest in the new Trustee or
Trustees, together with the continuing Trustees, without any further act or
conveyance, and he shall be deemed a Trustee hereunder.
Section 3.5. Temporary Absence of Trustee. Any Trustee may, by power
of attorney, delegate his power for a period not exceeding six months at any
one time to any other Trustee or Trustees, provided that in no case shall less
than two Trustees personally exercise the other powers hereunder except as
herein otherwise expressly provided.
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Section 3.6. Number of Trustees. The number of Trustees shall
initially be three (3), and thereafter shall be such number as shall be fixed
from time to time by a majority of the Trustees; provided, however, that the
number of Trustees shall in no event be less than three (3) nor more than
twelve (12).
Section 3.7. Effect of Death, Resignation, etc. of a Trustee. The
declination to serve, death, resignation, retirement, removal, incapacity, or
inability of the Trustees, or any one of them, shall not operate to terminate
the Trust or to revoke any existing agency created pursuant to the terms of
this Trust Agreement.
Section 3.8. Ownership of Assets of the Trust. The assets of the
Trust and of each Portfolio thereof shall be held separate and apart from any
assets now or hereafter held in any capacity other than as Trustee hereunder by
the Trustees or any successor Trustees. Legal title in all of the assets of
the Trust and the right to conduct any business shall at all times be
considered as vested in the Trustees on behalf of the Trust, except that the
Trustees may cause legal title to any Trust Property to be held by, or in the
name of the Trust, or in the name of any Person as nominee. No Shareholder
shall be deemed to have a severable ownership in any individual asset of the
Trust or of any Portfolio, or Class thereof, or any right of partition or
possession thereof, but each Shareholder shall have, except as otherwise
provided for herein, a proportionate undivided beneficial interest in the
Trust, Portfolio or Class thereof. The Shares shall be personal property
giving only the rights specifically set forth in this Trust Agreement or the
Delaware Act.
ARTICLE IV
POWERS OF THE TRUSTEES
Section 4.1. Powers. The Trustees in all instances shall act as
principals, and are and shall be free from the control of the Shareholders. The
Trustees shall have full power and authority to do any and all acts and to make
and execute any and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust.
Without limiting the foregoing and subject to any applicable limitation in this
Trust Agreement or the Bylaws of the Trust, the Trustees shall have power and
authority:
(a) To invest and reinvest cash and other property, and to hold cash
or other property uninvested, without in any event being bound or limited by
any present or future law or custom in regard to investments by trustees, and
to sell,
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exchange, lend, pledge, mortgage, hypothecate, write options on and lease any
or all of the assets of the Trust;
(b) To operate as and carry on the business of an investment
company, and exercise all the powers necessary and appropriate to the conduct
of such operations;
(c) To borrow money and in this connection issue notes or other
evidence of indebtedness; to secure borrowings by mortgaging, pledging or
otherwise subjecting as security the Trust Property; to endorse, guarantee, or
undertake the performance of an obligation or engagement of any other Person
and to lend Trust Property;
(d) To provide for the distribution of interests of the Trust either
through a principal underwriter in the manner hereinafter provided for or by
the Trust itself, or both, or otherwise pursuant to a plan of distribution of
any kind;
(e) To adopt Bylaws not inconsistent with this Trust Agreement
providing for the conduct of the business of the Trust and to amend and repeal
them to the extent that they do not reserve such right to the Shareholders;
such Bylaws shall be deemed incorporated and included in this Trust Agreement;
(f) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;
(g) To employ one or more banks, trust companies or companies that
are members of a national securities exchanges or such other domestic or
foreign entities as custodians of any assets of the Trust subject to any
conditions set forth in this Trust Agreement or in the Bylaws;
(h) To retain one or more transfer agents and shareholder servicing
agents, or both;
(i) To set record dates in the manner provided herein or in the
Bylaws;
(j) To delegate such authority as they consider desirable to any
officers of the Trust and to any investment adviser, manager, administrator,
custodian, underwriter or other agent or independent contractor;
(k) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article VI, Section 6.1 hereof;
(l) 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 and powers of
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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 Trustee shall deem proper;
(m) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;
(n) To hold any security or property in a form not indicating any
trust, whether in bearer, book entry, unregistered or other negotiable form; or
either in the name of the Trust or of a Portfolio or Class thereof or in the
name of a custodian or a nominee or nominees, subject in either case to proper
safeguards according to the usual practice of Delaware business trusts or
investment companies;
(o) To establish separate and distinct Portfolios with separately
defined investment objectives and policies and distinct investment purposes in
accordance with the provisions of Article II hereof and to establish Classes of
such Portfolios having relative rights, powers and duties as they may provide
consistent with applicable law;
(p) Subject to the provisions of Section 3804 of the Delaware Act,
to allocate assets, liabilities and expenses of the Trust to a particular
Portfolio or to apportion the same between or among two or more Portfolios,
provided that any liabilities or expenses incurred by a particular Portfolio
(or Class) shall be payable solely out of the assets belonging to that
Portfolio (or Class) as provided for in Article II hereof;
(q) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of which is
held in the Trust; to consent to any contract, lease, mortgage, purchase, or
sale of property by such corporation or concern, and to pay calls or
subscriptions with respect to any security held in the Trust;
(r) 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;
(s) To declare and pay dividends and make distributions of income
and of capital gains and capital to Shareholders in the manner hereinafter
provided;
(t) To establish, from time to time, a minimum investment for
Shareholders in the Trust or in one or more Portfolio or Class, and to require
the redemption of the Shares of any Shareholders whose investment is less than
such minimum upon giving notice to such Shareholder;
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(u) To establish one or more committees, to delegate any of the
powers of the Trustees to said committees and to adopt a committee charter
providing for such responsibilities, membership (including Trustees, officers
or other agents of the Trust therein) and any other characteristics of said
committees as the Trustees may deem proper. Notwithstanding the provisions of
this Article IV, and in addition to such provisions or any other provision of
this Trust Agreement or of the Bylaws, the Trustees may by resolution appoint a
committee consisting of less than the whole number of Trustees then in office,
which committee may be empowered to act for and bind the Trustees and the
Trust, as if the acts of such committee were the acts of all the Trustees then
in office, with respect to the institution, prosecution, dismissal, settlement,
review or investigation of any action, suit or proceeding which shall be
pending or threatened to be brought before any court, administrative agency or
other adjudicatory body;
(v) To interpret the investment policies, practices or limitations
of any Portfolio;
(w) To establish a registered office and have a registered agent in
the state of Delaware; and
(x) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary, suitable
or proper for the accomplishment of any purpose or the attainment of any object
or the furtherance of any power hereinbefore set forth, either alone or in
association with others, and to do every other act or thing incidental or
appurtenant to or growing out of or connected with the aforesaid business or
purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers,
and the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees. Any action by one
or more the Trustees in their capacity as such hereunder shall be deemed an
action on behalf of the Trust or the applicable Portfolio, and not an action in
an individual capacity.
The Trustees shall not be limited to investing in obligations
maturing before the possible termination of the Trust.
No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.
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Section 4.2. Issuance and Repurchase of Shares. The Trustees shall
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject to
the provisions set forth in Article II and VII, to apply to any such
repurchase, redemption, retirement, cancellation or acquisition of Shares any
funds or property of the Trust, or the particular Portfolio or Class of the
Trust, with respect to which such Shares are issued.
Section 4.3. Action by the Trustees. The Trustees act by majority
vote at a meeting duly called or by unanimous written consent without a meeting
or by telephone meeting provided a quorum of Trustees participate in any such
telephone meeting. At any meeting of the Trustees, a majority of the Trustees
shall constitute a quorum. Written consents or waivers of the Trustees may be
executed in one or more counterparts. Execution of a written consent or waiver
and delivery thereof to the Trust may be accomplished by telefax.
Section 4.4. Principal Transactions. The Trustees may, on behalf of
the Trust, buy any securities from or sell any securities to, or lend any
assets of the Trust to, any Trustee or officer of the Trust or any firm of
which any such Trustee or officer is a member acting as principal, or have any
such dealings with any investment adviser, distributor, or transfer agent for
the Trust or with any affiliated person of such Person; and the Trust may
employ any such Person, or firm or company in which such Person is an
affiliated person, as broker, legal counsel, registrar, investment adviser,
distributor, administrator, transfer agent, dividend disbursing agent,
custodian or in any other capacity upon customary terms, subject in all cases
to applicable laws, rules and regulations and orders of regulatory authorities.
Section 4.5. 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 Portfolio (or Class), or partly out of the principal and partly out of
income, and to charge or allocate the same to, between or among such one or
more of the Portfolios (or Classes) that may be established or designated
pursuant to Article II, Section 2.3, as they deem fair, all expenses, fees,
charges, taxes and liabilities incurred or arising in connection with the Trust
or Portfolio (or Class), 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, investment adviser
or manager, administrator, principal underwriter, auditors, counsel, custodian,
transfer agent, Shareholder servicing agent, and such other agents or
independent contractors and such other
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expenses and charges as the Trustees may deem necessary or proper to incur.
Section 4.6. Trustee 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, administrative, legal, accounting,
investment banking, underwriting, brokerage, or investment dealer or other
services and the payment for the same by the Trust.
ARTICLE V
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND
TRANSFER AGENT
Section 5.1. Investment Adviser. The Trustees may in their
discretion, from time to time, enter into an investment advisory or management
contract or contracts with respect to the Trust or any Portfolio whereby the
other party or parties to such contract or contracts shall undertake to furnish
the Trustees with such management, investment advisory, statistical and
research facilities and services and such other facilities and services, if
any, and all upon such terms and conditions, as the Trustees may in their
discretion determine.
The Trustees may authorize the investment advisor to employ, from
time to time, one or more sub-advisors to perform such of the acts and services
of the investment advisor, and upon such terms and conditions, as may be agreed
upon between the investment advisor and sub-advisor. Any reference in this
Trust Agreement to the investment advisor shall be deemed to include such
sub-advisors, unless the context otherwise requires.
Section 5.2 Other Service Contracts. The Trustees may authorize the
engagement of a principal underwriter, transfer agent, administrator, custodian
or similar servicer.
Section 5.3 Parties to Contract. Any contract of the character
described in Sections 5.1 and 5.2 of this Article V may be entered into with
any corporation, firm, partnership, trust or association, although one or more
of the Trustees or officers of the Trust may be an officer, director, trustee,
shareholder, or member of such other party to the contract.
Section 5.4. Miscellaneous. The fact that (i) any of the
Shareholders, Trustees or officers of the Trust is a shareholder, director,
officer, partner, trustee, employee, manager, advisor, principal underwriter or
distributor or agent of or for any Company or of or for any parent or affiliate
of
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any Company, with which an advisory or administration contract, or principal
underwriter's or distributor's contract, or transfer, shareholder servicing,
custodial or other agency contract may have been or may hereafter be made, or
that any such Company, or any parent or affiliate thereof, is a Shareholder or
has an interest in the Trust, or that (ii) any Company with which an advisory
or administration 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 administration contract,
or principal underwriter's or distributor's contract, or transfer, shareholder
servicing, custodial or other agency contract with one or more other Companies,
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 VI
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 6.1 Voting Powers. The Shareholders shall have power to
vote only to: (i) elect Trustees, provided that a meeting of Shareholders has
been called for that purpose; (ii) remove Trustees, provided that a meeting of
Shareholders has been called for that purpose; (iii) terminate the Trust or any
Portfolio or Class, unless, as of the date on which the Trustees have
determined to so terminate the Trust or such Portfolio or Class, there are
fewer than 100 holders of record of the Trust or of such terminating Portfolio
or Class; (iv) approve the sale of all or substantially all the assets of the
Trust or of any Portfolio or Class, unless the primary purpose of such sale is
to change the Trust's domicile or form of organization or form of business
trust; (v) approve the merger or consolidation of the Trust or any Portfolio or
Class with and into another Company, unless (A) the primary purpose of such
merger or consolidation is to change the Trust's domicile or form of
organization or form of business trust, or (B) after giving effect to such
merger or consolidation, based on the number of Shares outstanding as of a date
selected by the Trustees, the Shareholders of the Trust or such Portfolio or
Class will have a majority of the outstanding shares of the surviving Company
or portfolio or class, as the case may be; (vi) approve any amendment to this
Section 6.1; and (vii) approve such additional matters as may be required by
law or as the Trustees, in their sole discretion, shall determine.
Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law, this Trust
Agreement or any of the Bylaws of the Trust to be taken by Shareholders.
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On any matter submitted to a vote of the Shareholders, all Shares
shall be voted together, except when required by applicable law or when the
Trustees have determined that the matter affects the interests of one or more
Portfolios (or Classes), then only the Shareholders of all such Portfolios (or
Classes) shall be entitled to vote thereon. 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. The
vote necessary to approve any such matter shall be set forth in the Bylaws.
ARTICLE VII
DISTRIBUTIONS AND REDEMPTIONS
Section 7.1 Distributions. The Trustees may from time to time
declare and pay dividends and make other distributions with respect to any
Portfolio, or Class thereof, which may be from income, capital gains or
capital. The amount of such dividends or distributions and the payment of them
and whether they are in cash or any other Trust Property shall be wholly in the
discretion of the Trustees.
Section 7.2 Redemptions. Any holder of record of Shares of a
particular Portfolio, or Class thereof, shall have the right to require the
Trust to redeem his Shares, or any portion thereof, subject to such terms and
conditions as are set forth in the Bylaws.
Section 7.3 Redemption of Shares By Trustees. Upon the terms and
conditions set forth in the Bylaws, the Trustees may call for the redemption of
the Shares of any Person or may refuse to transfer or issue Shares to any
Person to the extent that the same is necessary to comply with applicable law
or advisable to further the purposes for which the Trust is formed.
Section 7.4 Redemption of De Minimis Accounts. If, at any time when
a request for transfer or redemption of Shares of any Portfolio is received by
the Trust or its agent, the value of the Shares of such Portfolio in a
Shareholder's account is less than Five Hundred Dollars ($500.00), after giving
effect to such transfer or redemption, the Trust may cause the remaining Shares
of such Portfolio in such Shareholder's account to be redeemed in accordance
with such procedures as are set forth in the Bylaws.
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ARTICLE VIII
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 8.1 Limitation of Liability. A Trustee, when acting in such
capacity, shall not be personally liable to any person other than the Trust or
a beneficial owner for any act, omission or obligation of the Trust or any
Trustee. A Trustee shall not be liable for any act or omission or any conduct
whatsoever in his capacity as Trustee, provided that nothing contained herein
or in the Delaware Act shall protect any Trustee against any liability to the
Trust or to Shareholders to which he 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 hereunder.
Section 8.2 Indemnification of Trustees. Every Person who is, or
has been, a Trustee or officer of the Trust shall be indemnified by the Trust
to the fullest extent permitted by the Delaware Act, the Bylaws and other
applicable law.
Section 8.3 Indemnification of Shareholders. In case any
Shareholder or former Shareholder of the Trust shall be held to be personally
liable solely by reason of his being or having been a Shareholder of the Trust
or any Portfolio or Class and not because of his acts or omissions or for some
other reason, the Shareholder or former Shareholder (or his 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 belonging to the applicable Portfolio (or Class) to be held
harmless from and indemnified against all loss and expense arising from such
liability in accordance with the Bylaws and applicable law.
ARTICLE IX
MISCELLANEOUS
Section 9.1 Trust Not a Partnership. It is hereby expressly
declared that a trust and not a partnership is created hereby. No Trustee
hereunder shall have any power to bind personally either the Trust's officers
or any Shareholder. All persons extending credit to, contracting with or
having any claim against the Trust or the Trustees shall look only to the
assets of the appropriate Portfolio or Class or, if the Trustees shall have yet
to have established any separate Portfolio or Class, of the Trust for payment
under such credit, contract or claim; and neither the Shareholders nor the
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Trustee, nor any of their agents, whether past, present or future, shall be
personally liable therefor.
Section 9.2 Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretions hereunder
in good faith and with reasonable care under the circumstances then prevailing
shall be binding upon everyone interested. Subject to the provisions of
Article VIII hereof and to Section 9.1 of this Article IX, the Trustees 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 Trust Agreement, and subject to the provisions of Article
VIII hereof and Section 9.1 of this Article IX, 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 obtained.
Section 9.3 Termination of Trust or Portfolio. Unless terminated as
provided herein, the Trust shall continue without limitation of time. The
Trust may be terminated at any time by the Trustees by written notice to the
Shareholders, subject to Section 6.1 of this Trust Agreement. Any Portfolio or
Class may be terminated at any time by the Trustees by written notice to the
Shareholders of that Portfolio or Class, subject to Section 6.1 of this Trust
Agreement.
Upon termination of the Trust (or any Portfolio or Class, as the
case may be), after paying or otherwise providing for all charges, taxes,
expenses and liabilities held, severally, with respect to each Portfolio (or
Class) (or the applicable Portfolio (or 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 held, severally, with respect to each Portfolio (or
Class) (or the applicable Portfolio (or Class), as the case may be), to
distribute in cash or shares or other securities, or any combination thereof,
and distribute the proceeds held with respect to each Portfolio (or Class) (or
the applicable Portfolio (or Class), as the case may be), to the Shareholders
of that Portfolio (or Class), as a Portfolio (or Class), ratably according to
the number of Shares of that Portfolio (or Class) held by the several
Shareholders on the date of termination.
Section 9.4 Sale of Assets; Merger and Consolidation. Subject to
Section 6.1 of this Trust Agreement, the Trustees may cause (i) the Trust or
one or more of its Portfolios (or Classes) to the extent consistent with
applicable law to sell all or substantially all of its assets,
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or be merged into or consolidated with another Trust or Company, (ii) the
Shares of the Trust or any Portfolio (or Class) to be converted into beneficial
interests in another business trust (or series thereof) created pursuant to
this Section 9.4 of Article IX, or (iii) the Shares to be exchanged under or
pursuant to any state or federal statute to the extent permitted by law. 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 including the power to create one or more
separate business trusts to which all or any part of the assets, liabilities,
profits or losses of the Trust may be transferred and to provide for the
conversion of Shares of the trust or any Portfolio (or Class) into beneficial
interests in such separate business trust or trusts (or series or class
thereof).
Section 9.5 Filing of Copies, References, Headings. The original or
a copy of this Trust Agreement and each amendment hereof or Trust Agreement
supplemental hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. In this Trust Agreement or in any such amendment
or supplemental Trust Agreement, references to this Trust Agreement, and all
expressions like "herein," "hereof" and "hereunder," shall be deemed to refer
to this Trust Agreement as amended or affected by any such supplemental Trust
Agreement. All expressions like "his," "he," and "him," shall be deemed to
include the feminine and neuter, as well as masculine, genders. Headings are
placed herein for convenience of reference only and in case of any conflict,
the text of this Trust Agreement, rather than the headings, shall control.
This Trust Agreement may be executed in any number of counterparts each of
which shall be deemed an original.
Section 9.6. Governinq Law. The Trust and this Trust Agreement, and
the rights, obligations and remedies of the Trustees and Shareholders
hereunder, are to be governed by and construed and administered according to
the Delaware Act and the other laws of the State of Delaware; provided,
however, that there shall not be applicable to the Trust, the Trustees, the
Shareholders or this Trust Agreement (a) the provisions of Section 3540 of
Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or
common) of the State of Delaware (other than the Delaware Act) pertaining to
trusts which relate to or regulate (i) the filing with any court or
governmental body or agency of trustee accounts or schedules of trustee fees
and charges, (ii) affirmative requirements to post bonds for trustees,
officers, agents or employees of a trust, (iii) the necessity for obtaining
court or other governmental approval concerning the acquisition, holding or
disposition of real or personal property, (iv) fees or other sums payable to
trustees, officers, agents or employees of a trust, (v) the
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allocation of receipts and expenditures to income or principal, (vi)
restrictions or limitations on the permissible nature, amount or concentration
of trust investments or requirements relating to the titling, storage or other
manner of holding of trust assets, or (vii) the establishment of fiduciary or
other standards or responsibilities or limitations on the indemnification, acts
or powers of trustees or other Persons, which are inconsistent with the
limitations or liabilities or authorities and powers of the Trustees or
officers of the Trust set forth or referenced in this Trust Agreement.
The Trust shall be of the type commonly called a "business trust,"
and without limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust under Delaware law. The Trust
specifically reserves the right to exercise any of the powers or privileges
afforded to trusts or actions that may be engaged in by trusts under the
Delaware Act, and the absence of a specific reference herein to any such power,
privilege or action shall not imply that the Trust may not exercise such power
or privilege or take such actions; provided, however, that the exercise of any
such power, privilege or action shall not otherwise violate applicable law.
Section 9.7. Amendments. Except as specifically provided in Section
6.1, the Trustees may, without Shareholder vote, amend or otherwise supplement
this Trust Agreement by making an amendment, a Trust Agreement supplemental
hereto or an amended and restated trust instrument.
Section 9.8. Provisions in Conflict with Law. The provisions of
this Trust Agreement are severable, and if the Trustees shall determine, with
the advice of counsel, that any of such provisions is in conflict with
applicable law the conflicting provision shall be deemed never to have
constituted a part of this Trust Agreement; provided, however, that such
determination shall not affect any of the remaining provisions of this Trust
Agreement or render invalid or improper any action taken or omitted prior to
such determination. If any provision of this Trust Agreement shall be held
invalid or enforceable in any jurisdiction, such invalidity or unenforceability
shall attach only to such provision in such jurisdiction and shall not in any
manner affect such provisions in any other jurisdiction or any other provision
of this Trust Agreement in any jurisdiction.
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IN WITNESS WHEREOF, the undersigned, being all of the initial
Trustees of the Trust, have executed this instrument this 5th day of May, 1993.
/s/ Xxxxxxx X. Xxxx
---------------------------------
Xxxxxxx X. Xxxx,
as Trustee
/s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx,
as Trustee
/s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx,
as Trustee
(THIS IS THE SIGNATURE PAGE FOR THE AGREEMENT AND DECLARATION
OF TRUST OF AIM FUNDS GROUP)
