ADVISERS INVESTMENT TRUST AGREEMENT AND DECLARATION OF TRUST MARCH 1, 2011
ADVISERS INVESTMENT TRUST
AGREEMENT AND DECLARATION OF TRUST
AGREEMENT AND DECLARATION OF TRUST
TABLE OF CONTENTS
ARTICLE I NAME AND DEFINITIONS | 1 | |||||||
Section 1.1. | Name and Principal Office | 1 | ||||||
Section 1.2. | Definitions | 1 | ||||||
(a) | The “Trust” | 1 | ||||||
(b) | “Trustees” | 1 | ||||||
(c) | “Shares” | 1 | ||||||
(d) | “Series” | 2 | ||||||
(e) | “Class” | 2 | ||||||
(f) | “Shareholder” | 2 | ||||||
(g) | The “1940 Act” | 2 | ||||||
(h) | “Commission” | 2 | ||||||
(i) | “Declaration of Trust” | 2 | ||||||
(j) | “By-Laws” | 2 | ||||||
ARTICLE II PURPOSE OF TRUST | 2 | |||||||
ARTICLE III THE TRUSTEES | 2 | |||||||
Section 3.1. | Number, Designation, Election, Term, etc. | 2 | ||||||
(a) | Initial Trustee | 2 | ||||||
(b) | Number | 2 | ||||||
(c) | Term | 3 | ||||||
(d) | Resignation and Retirement | 3 | ||||||
(e) | Removal | 3 | ||||||
(f) | Vacancies | 3 | ||||||
(g) | Effect of Death, Resignation, etc. | 3 | ||||||
(h) | No Accounting | 3 | ||||||
Section 3.2. | Powers of Trustees | 4 | ||||||
(a) | Investments | 4 | ||||||
(b) | Disposition of Assets | 4 | ||||||
(c) | Ownership Powers | 5 | ||||||
(d) | Subscription | 5 | ||||||
(e) | Form of Holding | 5 | ||||||
(f) | Reorganization, etc. | 5 | ||||||
(g) | Voting Trusts, etc. | 5 | ||||||
(h) | Compromise | 5 | ||||||
(i) | Partnerships, etc. | 5 | ||||||
(j) | Borrowing and Security | 5 |
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(k) | Guarantees, etc. | 5 | ||||||
(l) | Insurance | 6 | ||||||
(m) | Pensions, etc. | 6 | ||||||
Section 3.3. | Certain Contracts | 6 | ||||||
(a) | Advisory | 6 | ||||||
(b) | Administration | 7 | ||||||
(c) | Distribution | 7 | ||||||
(d) | Custodian and Depository | 7 | ||||||
(e) | Transfer and Dividend Disbursing Agency | 7 | ||||||
(f) | Shareholder Servicing | 7 | ||||||
(g) | Accounting | 7 | ||||||
Section 3.4. | Payment of Trust Expenses and Compensation of Trustees | 8 | ||||||
Section 3.5. | Ownership of Assets of the Trust | 8 | ||||||
ARTICLE IV SHARES | 8 | |||||||
Section 4.1. | Description of Shares | 8 | ||||||
Section 4.2. | Establishment and Designation of Series or Classes | 10 | ||||||
(a) | Assets Belonging to Series | 10 | ||||||
(b) | Liabilities Belonging to Series | 11 | ||||||
(c) | Dividends | 11 | ||||||
(d) | Liquidation | 12 | ||||||
(e) | Voting | 12 | ||||||
(f) | Redemption by Shareholder | 12 | ||||||
(g) | Redemption by Trust | 13 | ||||||
(h) | Net Asset Value | 13 | ||||||
(i) | Transfer | 13 | ||||||
(j) | Equality | 13 | ||||||
(k) | Fractions | 14 | ||||||
(l) | Conversion Rights | 14 | ||||||
Section 4.3. | Ownership of Shares | 14 | ||||||
Section 4.4. | Investments in the Trust | 14 | ||||||
Section 4.5. | No Preemptive Rights | 14 | ||||||
Section 4.6. | Status of Shares and Limitation of Personal Liability | 14 | ||||||
ARTICLE V SHAREHOLDERS’ VOTING POWERS AND MEETINGS | 15 | |||||||
Section 5.1. | Voting Powers | 15 |
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Section 5.2. | Meetings | 15 | ||||||
Section 5.3. | Record Dates | 16 | ||||||
Section 5.4. | Quorum and Required Vote | 16 | ||||||
Section 5.5. | Action by Written Consent | 16 | ||||||
Section 5.6. | Inspection of Records | 16 | ||||||
Section 5.7. | Additional Provisions | 17 | ||||||
ARTICLE VI LIMITATION OF LIABILITY; INDEMNIFICATION | 17 | |||||||
Section 6.1. | Trustees, Shareholders, etc. Not Personally Liable; Notice | 17 | ||||||
Section 6.2. | Trustee’s Good Faith Action; Expert Advice; No Bond or Surety | 17 | ||||||
Section 6.3. | Indemnification of Shareholders | 18 | ||||||
Section 6.4. | Indemnification of Trustees, Officers, etc. | 18 | ||||||
Section 6.5. | Advances of Expenses | 18 | ||||||
Section 6.6. | Indentification Not Exclusive, etc. | 19 | ||||||
Section 6.7. | Liability of Third Persons Dealing with Trustees | 19 | ||||||
ARTICLE VII MISCELLANEOUS | 19 | |||||||
Section 7.1. | Duration and Termination of Trust | 19 | ||||||
Section 7.2. | Reorganization | 19 | ||||||
Section 7.3. | Amendments | 20 | ||||||
Section 7.4. | Filing of Copies; References; Headings | 20 | ||||||
Section 7.5. | Applicable Law | 21 |
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AGREEMENT AND DECLARATION OF TRUST
AGREEMENT AND DECLARATION OF TRUST made this 1st day of March, 2011, by the Trustees
hereunder, and by the holders of Shares of beneficial interest to be issued hereunder as
hereinafter provided.
WITNESSETH:
WHEREAS, this Trust is being 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 an Ohio business trust in accordance with the provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all cash, securities and other
assets which they may from time to time acquire in any manner as Trustees hereunder IN TRUST to
manage and dispose of the same upon the following terms and conditions for the benefit of the
holders from time to time of shares of beneficial interest in this Trust as hereinafter set forth.
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name and Principal Office. This Trust shall be known as “Advisers
Investment Trust” and the Trustees shall conduct the business of the Trust under that name or any
other name as they may from time to time determine. The principal office of the Trust shall be
located at 0000 X. Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 or any other place as determined from
time to time by the Trustees and reported to the Secretary of the State of Ohio.
Section 1.2. Definitions. Whenever used herein, unless otherwise required by the
context or specifically provided:
(a) The “Trust” refers to the Ohio 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 III;
(c) “Shares” refers to the transferable units of interest into which the beneficial interest
in the Trust, shall be divided from time to time, including the shares of any and all Series or
Classes which may be established by the Trustees, and includes fractions of Shares as well as whole
Shares;
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(d) “Series” refers to Series of Shares established and designated under or in accordance with
the provisions of Article IV;
(e) “Class” refers to a class or sub-series of any Series of Shares established and designated
under and in accordance with the provisions of Article IV;
(f) “Shareholder” means a record owner of Shares;
(g) The “1940 Act” refers to the Investment Company Act of 1940 and the Rules and Regulations
thereunder, all as amended from time to time;
(h) “Commission” shall have the meaning given it in the 1940 Act;
(i) “Declaration of Trust” shall mean this Agreement and Declaration of Trust as amended or
restated from time to time; and
(j) “By-Laws” shall mean the By-Laws of the Trust as amended from time to time.
ARTICLE II
PURPOSE OF TRUST
The purpose of the Trust is to operate as an investment company, to offer Shareholders one or
more investment programs primarily in securities and debt instruments and to engage in any and all
lawful acts or activities for which business trusts may be formed under Chapter 1746 of the Ohio
Revised Code.
ARTICLE III
THE TRUSTEES
Section 3.1. Number, Designation, Election, Term, etc.
(a) Initial Trustee. Upon his execution of this Declaration of Trust or a counterpart
hereof or some other writing in which he accepts such Trusteeship and agrees to the provisions
hereof, Xxxxx X. Xxxxxxxxx shall become a Trustee hereof.
(b) Number. The Trustees serving as such, whether named above or hereafter becoming a
Trustee, may increase or decrease the number of Trustees to a number other than the number
theretofore determined; provided, however, that the number of Trustees subsequent to any sale of
Shares pursuant to a public offering shall not be less than three. No decrease in the number of
Trustees shall have the effect of removing any Trustee from office prior to the expiration of his
term, but the number of Trustees may be decreased in conjunction with the removal of a Trustee
pursuant to subsection (e) of this Section 3.1.
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(c) Term. Each Trustee shall serve as a Trustee during the lifetime of the Trust and
until its termination as hereinafter provided or until such Trustee sooner dies, resigns, retires
or is removed. The Trustees may elect their own successors and may, pursuant to Section 3.1(f)
hereof, appoint Trustees to fill vacancies; provided that, immediately after filling a vacancy, at
least two-thirds of the Trustees then holding office shall have been elected to such office by the
Shareholders at an annual or special meeting. If at any time less than a majority of the Trustees
then holding office were so elected, the Trustees shall forthwith cause to be held as promptly as
possible, and in any event within 60 days, a meeting of Shareholders for the purpose of electing
Trustees to fill any existing vacancies.
(d) Resignation and Retirement. Any Trustee may resign his trust or retire as a
Trustee, by written instrument signed by him and delivered to the other Trustees or to any officer
of the Trust, and such resignation or retirement shall take effect upon such delivery or upon such
later date as is specified in such instrument.
(e) Removal. Any Trustee may be removed with or without cause at any time: (i) by
written instrument, signed by at least two-thirds of the number of Trustees prior to such removal,
specifying the date upon which such removal shall become effective, (ii) by vote of the
Shareholders holding not less than two-thirds of the Shares then outstanding, cast in person or by
proxy at any meeting called for the purpose, or (iii) by a declaration in writing signed by
Shareholders holding not less than two-thirds of the Shares then outstanding and filed with the
Trust’s Custodian.
(f) Vacancies. Any vacancy or anticipated vacancy resulting from any reason,
including without limitation, the death, resignation, retirement, removal or incapacity of any of
the Trustees, or resulting from an increase in the number of Trustees by the Trustees, may be
filled either by a majority of the remaining Trustees through the appointment in writing of such
other person as such remaining Trustees in their discretion shall determine, unless a shareholder
election is required by the 1940 Act, or by the election by the Shareholders, at a meeting called
for that purpose. Such appointment or election shall be effective upon the written acceptance of
the person named therein to serve as a Trustee and agreement by such person to be bound by the
provisions of this Declaration of Trust, except that any such appointment or election in
anticipation of a vacancy to occur by reason of retirement, resignation, or increase in number of
Trustees to be effective at a later date 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 so
appointed or elected shall have accepted such appointment or election and shall have agreed in
writing to be bound by this Declaration of Trust and the appointment or election is effective, the
Trust estate shall vest in the new Trustee, together with the continuing Trustees, without any
further act or conveyance.
(g) Effect of Death, Resignation, etc. The death, resignation, retirement, removal,
or incapacity of the Trustees, or any one of them, shall not operate to annul or terminate the
Trust or to revoke or terminate any existing agency or contract created or entered into pursuant to
the terms of this Declaration of Trust.
(h) No Accounting. Except to the extent required by the 1940 Act or under
circumstances which would justify his removal for cause, no person ceasing to be a
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Trustee as a result of his death, resignation, retirement, removal or incapacity (nor the
estate of any such person) shall be required to make an accounting to the Shareholders or remaining
Trustees upon such cessation.
Section 3.2. Powers of Trustees. 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 and the purpose of the Trust. Without
limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Declaration of
Trust providing for the conduct of the business and affairs of the Trust and may amend and repeal
them to the extent that such By-Laws do not reserve that right to the Shareholders; they may as
they consider appropriate elect and remove officers and appoint and terminate agents and
consultants and hire and terminate employees, any one or more of the foregoing of whom may be a
Trustee, and may provide for the compensation of all of the foregoing; they may appoint from their
own number, and terminate, any one or more committees consisting of two or more Trustees, including
without implied limitation an executive committee, which may, when the Trustees are not in session
and subject to the 1940 Act, exercise some or all of the power and authority of the Trustees as the
Trustees may determine; in accordance with Section 3.3 they may appoint an advisory board, the
members of which shall not be Trustees and need not be Shareholders; they may employ one or more
advisers, administrators, depositories and custodians of the assets of the Trust and may authorize
such depository or custodian to employ subcustodians or agents and to deposit all or any part of
such assets in a system or systems for the central handling of securities and debt instruments,
retain transfer, dividend, accounting or Shareholder servicing agents or any of the foregoing,
provide for the distribution of Shares by the Trust through one or more distributors, principal
underwriters or otherwise, set record dates or times for the determination of Shareholders or
certain of them 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; they may compensate or provide
for the compensation of the Trustees, officers, advisers, administrators, custodians, other agents,
consultants and employees of the Trust or the Trustees on such terms as they deem appropriate; and
in general they may delegate to any officer of the Trust, to any committee of the Trustees and to
any employee, adviser, administrator, distributor, principal underwriter, depository, custodian,
transfer and dividend disbursing agent, or any other agent or consultant of the Trust such
authority, powers, functions and duties as they consider desirable or appropriate for the conduct
of the business and affairs of the Trust, including without implied limitation the power and
authority to act in the name of the Trust and of the Trustees, to sign documents and to act as
attorney-in-fact for the Trustees.
Without limiting the foregoing and to the extent not inconsistent with the 1940 Act or other
applicable law, the Trustees shall have power and authority:
(a) Investments. To invest and reinvest cash, securities, options, futures contracts,
options on futures contracts 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;
(b) Disposition of Assets. To sell, exchange, lend, pledge, mortgage, hypothecate,
write options on and lease any or all of the assets of the Trust;
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(c) Ownership Powers. To vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities, debt instruments or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting
to such person or persons such power and discretion with relation to securities, debt instruments
or property as the Trustees shall deem proper;
(d) Subscription. To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities, debt instruments or other assets;
(e) Form of Holding. To hold any security, debt instrument 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;
(f) Reorganization, etc. To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or issuer, any security or debt
instrument 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 or debt instrument held in the Trust;
(g) Voting Trusts, etc. To join with other holders of any securities or debt
instruments in acting through a committee, depository, voting trustee or otherwise, and in that
connection to deposit any security or debt instrument with, or transfer any security or debt
instrument to, any such committee, depository or trustee, and to delegate to them such power and
authority with relation to any security or debt instrument (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, depository or trustee as the Trustees shall deem
proper;
(h) Compromise. To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including but not limited to claims for taxes;
(i) Partnerships, etc. To enter into joint ventures, general or limited partnerships
and any other combinations or associations;
(j) Borrowing and Security. To borrow funds, securities or other assets and to
mortgage and pledge the assets of the Trust or any part thereof to secure obligations arising in
connection with such borrowing;
(k) Guarantees, etc. 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 or obligations incurred pursuant to subparagraph (j) hereof;
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(l) Insurance. 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, 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, consultants, investment advisers, managers, administrators,
distributors, principal underwriters, or independent contractors, or any thereof (or any person
connected therewith), 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, Shareholder, Trustee, officer,
employee, agent, investment adviser, manager, principal underwriter, or independent contractor in
any such capacity, 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; and
(m) Pensions, etc. 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.
Except as otherwise provided by the 1940 Act or other applicable law, this Declaration of
Trust or the By-Laws, 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, consisting of at least a majority of the
Trustees then in office, being present), within or outside of Ohio, 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 (or such larger or different number as may be required by the 1940 Act or
other applicable law).
Section 3.3. Certain Contracts. Subject to compliance with the provisions of the 1940
Act, but notwithstanding any limitations of present and future law or custom in regard to
delegation of powers by trustees generally, the Trustees may, at any time and from time to time and
without limiting the generality of their powers and authority otherwise set forth herein, enter
into one or more contracts with any one or more corporations, trusts, associations, partnerships,
limited partnerships, other type of organizations, or individuals (“Contracting Party”) to provide
for the performance and assumption of some or all of the following services, duties and
responsibilities to, for or of the Trust and/or the Trustees, and to provide for the performance
and assumption of such other services, duties and responsibilities in addition to those set forth
below as the Trustees may determine appropriate:
(a) Advisory. Subject to the general supervision of the Trustees and in conformity
with the stated policy of the Trustees with respect to the investments of the Trust or of the
assets belonging to any Series of Shares of the Trust (as that phrase is defined in subsection (a)
of Section 4.2), to manage such investments and assets, make investment
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decisions with respect thereto, and to place purchase and sale orders for portfolio
transactions relating to such investments and assets;
(b) Administration. Subject to the general supervision of the Trustees and in
conformity with any policies of the Trustees with respect to the operations of the Trust, to
supervise all or any part of the operations of the Trust, and to provide all or any part of the
administrative and clerical personnel, office space and office equipment and services appropriate
for the efficient administration and operations of the Trust;
(c) Distribution. To distribute the Shares of the Trust, to be principal underwriter
of such Shares, and/or to act as agent of the Trust in the sale of Shares and the acceptance or
rejection of orders for the purchase of Shares;
(d) Custodian and Depository. To act as depository for and to maintain custody of the
property of the Trust and accounting records in connection therewith;
(e) Transfer and Dividend Disbursing Agency. To maintain records of the ownership of
outstanding Shares, the issuance and redemption and the transfer thereof, and to disburse any
dividends declared by the Trustees and in accordance with the policies of the Trustees and/or the
instructions of any particular Shareholder to reinvest any such dividends;
(f) Shareholder Servicing. To provide service with respect to the relationship of the
Trust and its Shareholders, records with respect to Shareholders and their Shares, and similar
matters; and
(g) Accounting. To handle all or any part of the accounting responsibilities, whether
with respect to the Trust’s properties, Shareholders or otherwise.
The same person may be the Contracting Party for some or all of the services, duties and
responsibilities to, for and of the Trust and/or the Trustees, and the contracts with respect
thereto may contain such terms interpretive of or in addition to the delineation of the services,
duties and responsibilities provided for, including provisions that are not inconsistent with the
1940 Act relating to the standard of duty of and the rights to indemnification of the Contracting
Party and others, as the Trustees may determine. Nothing herein shall preclude, prevent or limit
the Trust or a Contracting Party from entering into subcontractual arrangements relative to any of
the matters referred to in Sections 3.3(a) through (g) hereof.
Subject to the provisions of the 1940 Act, 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 Contracting Party, or of or for any parent or affiliate of any Contracting Party or that the Contracting Party or any parent or affiliate thereof is a Shareholder or has an interest in the Trust, or that | ||
(ii) | any Contracting Party may have a contract providing for the rendering of any similar services to one or more other corporations, trusts, associations, |
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partnerships, limited partnerships or other organizations, or has other business or interests, |
shall not affect the validity of any contract for the performance and assumption of services,
duties and responsibilities to, for or of the Trust and/or the Trustees 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, provided that in the case of any
relationship or interest referred to in the preceding clause (i) on the part of any Trustee or
officer of the Trust either (l) the material facts as to such relationship or interest have been
disclosed to or are known by the Trustees not having any such relationship or interest and the
contract involved is approved in good faith reasonably justified by such facts by a majority of
such Trustees not having any such relationship or interest (even though such unrelated or
disinterested Trustees are less than a quorum of all of the Trustees), (2) the material facts as to
such relationship or interest and as to the contract have been disclosed to or are known by the
Shareholders not having such relationship or interest and who are entitled to vote thereon and the
contract involved is specifically approved in good faith by majority vote of such Shareholders, or
(3) the specific contract involved is fair to the Trust as of the time it is authorized, approved
or ratified by the Trustees or by such Shareholders.
Section 3.4. Payment of Trust Expenses and Compensation of Trustees. 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, and to charge or allocate the same to, between or among such
one or more of the Series and Classes that may be established and designated pursuant to Article
IV, as the Trustees deem fair, all expenses, fees, charges, taxes and liabilities incurred or
arising in connection with the Trust, or in connection with the management thereof, including, but
not limited to, the Trustees’ compensation and such expenses and charges for the services of the
Trust’s officers, employees, investment adviser, administrator, distributor, principal underwriter,
auditor, counsel, depository, custodian, transfer agent, dividend disbursing agent, accounting
agent, Shareholder servicing agent, and such other agents, consultants, and independent contractors
and such other expenses and charges as the Trustees may deem necessary or proper to incur. Without
limiting the generality of any other provision hereof, the Trustees shall be entitled to reasonable
compensation from the Trust for their services as Trustees and may fix the amount of such
compensation.
Section 3.5. Ownership of Assets of the Trust. Title to all of the assets of the
Trust shall at all times be considered as vested in the Trustees.
ARTICLE IV
SHARES
Section 4.1. Description of Shares. The beneficial interest in the Trust shall be
divided into Shares, all without par value, as the Trustees may, without Shareholder approval,
authorize. The Trustees shall have the authority from time to time to issue or reissue Shares in
one or more Series of Shares (including without limitation the Series specifically established and
designated in Section 4.2), as they deem necessary or desirable, to establish and designate such
Series, and
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to fix and determine the relative rights and preferences as between the different Series of
Shares as to right of redemption and the price, terms and manner of redemption, special and
relative rights as to dividends and other distributions and on liquidation, sinking or purchase
fund provisions, conversion rights, and conditions under which the several Series shall have
separate voting rights or no voting rights and as are not inconsistent with any provision of this
Declaration of Trust. 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 interests in the series or class.
The Shares of each Series may be issued or reissued from time to time in one or more Classes,
as determined by the Board of Trustees pursuant to resolution. Each Share of a series shall
represent an equal proportionate interest in the Series with each other Share of the Series. Each
Class shall be appropriately designated, prior to the issuance of any shares thereof, by some
distinguishing letter, number or title. All Shares within a Class shall be alike in every
particular. All Shares of each Series shall be of equal rank and have the same powers, preferences
and rights, and shall be subject to the same qualifications, limitations and restrictions without
distinction between the shares of different Classes thereof, except with respect to such
differences among such Classes, as the Board of Trustees shall from time to time determine to be
necessary or desirable, including without limitation differences in expenses, in voting rights and
in the rate or rates of dividends or distributions. The Board of Trustees may from time to time
increase the number of Shares allocated to any Class already created by providing that any unissued
Shares of the applicable Series shall constitute part of such Class, or may decrease the number of
Shares allocated to any Class already created by providing that any unissued Shares previously
assigned to such Class shall no longer constitute part thereof. The Board of Trustees is hereby
empowered to classify or reclassify from time to time any unissued Shares of each Series by fixing
or altering the terms thereof and by assigning such unissued shares to an existing or newly created
Class. Notwithstanding anything to the contrary in this paragraph the Board of Trustees is hereby
empowered (i) to redesignate any issued Shares of any Series by assigning a distinguishing letter,
number or title to such shares and (ii) to reclassify all or any part of the issued Shares of any
Series to make them part of an existing or newly created Class.
The number of authorized Shares and the number of Shares of each Series and Class that may be
issued is unlimited, and the Trustees may issue Shares of any Series or Class for such
consideration and on such terms as they may determine (or for no consideration if pursuant to a
Share dividend or split-up), all without action or approval of the Shareholders. All Shares when
so issued on the terms determined by the Trustees shall be fully paid and non-assessable (but may
be subject to mandatory contribution back to the Trust as provided in subsection (h) of Section
4.2). The Trustees may classify or reclassify any unissued Shares or any Shares previously issued
and reacquired of any Series or Class into one or more Series or Classes that may be established
and designated from time to time. The Trustees may hold as treasury Shares (of the same or some
other Series), reissue for such consideration and on such terms as they may determine, or cancel,
at their discretion from time to time, any Shares of any Series or Class reacquired by the Trust.
The Trustees may from time to time close the transfer books or establish record dates and
times for the purposes of determining the holders of Shares entitled to be treated as such, to the
extent provided or referred to in Section 5.3.
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The establishment and designation of any Series or Class of Shares in addition to those
established and designated in Section 4.2 shall be effective upon the execution of an instrument in
writing by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a
majority of such Trustees) setting forth such establishment and designation and the relative rights
and preferences of such Series or Class, or as otherwise provided in such instrument. At any time
that there are no Shares outstanding of any particular Series or Class previously established and
designated, the Trustees may, by an instrument executed by a majority of their number (or by an
officer of the Trust pursuant to the vote of a majority of their number), abolish that Series or
Class and the establishment and designation thereof. Each instrument referred to in this paragraph
shall have the status of an amendment to this Declaration of Trust.
Any Trustee, officer or other agent of the Trust, and any organization in which any such
person is interested may acquire, own, hold and dispose of Shares to the same extent as if such
person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or
cause to be issued and sold and may purchase Shares from any such person or any such organization
subject only to the general limitations, restrictions or other provisions applicable to the sale or
purchase of Shares generally.
Section 4.2. Establishment and Designation of Series or Classes. Without limiting the
authority of the Trustees set forth in Section 4.1 to establish and designate any further Series,
the Trustees hereby establish and designate the following Series of Shares: the Equity Fund, Bond
Fund, Global Equity Fund, Small Cap Fund, Mid Cap Fund and Balanced Fund. The Shares of these
Series and any Shares of any further Series or Class that may from time to time be established and
designated by the Trustees shall (unless the Trustees otherwise determine with respect to some
further Series or Class at the time of establishing and designating the same) have the following
relative rights and preferences:
(a) Assets Belonging to Series. All consideration received by the Trust for the
issuance or sale of Shares of a particular Series 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 payments derived from any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series or Class for all purposes, subject only to the rights of
creditors, and shall be so recorded upon the books of account of the Trust. Such consideration,
assets, income, earnings, profits and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds, in whatever form the same may be, together with any General Items
allocated to that Series or Class as provided in the following sentence, are herein referred to as
“assets belonging to” that Series or Class. In the event that there are any assets, income,
earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series or Class (collectively “General Items”), the Trustees shall
allocate such General Items to and among any one or more of the Series or Classes established and
designated from time to time in such manner and on such basis as they, in their sole discretion,
deem fair and equitable; and any General Items so allocated to a particular Series or Class shall
belong to that Series or Class. Each such allocation by the Trustees shall be conclusive and
binding upon the Shareholders of all Series and Classes for all purposes.
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The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to
determine which items shall be treated as income and which items as capital; and each such
determination and allocation shall be conclusive and binding upon the Shareholders.
(b) Liabilities Belonging to Series. The assets belonging to each particular Series
and Class thereof shall be charged with the liabilities of the Trust in respect of that Series or
Class and all expenses, costs, charges and reserves attributable to that Series or Class, and any
general liabilities, expenses, costs, charges or reserves of the Trust which are not readily
identifiable as belonging to any particular Series or Class shall be allocated and charged by the
Trustees to and among any one or more of the Series and Classes established and designated from
time to time in such manner and on such basis as the Trustees in their sole discretion deem fair
and equitable. The liabilities, expenses, costs, charges and reserves allocated and so charged to
a Series or Class are herein referred to as “liabilities belonging to” that Series or Class and
shall be payable solely out of the assets of that Series or Class. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the
Shareholders of all Series for all purposes.
(c) Dividends. Dividends and distributions on Shares of a particular Series may be
paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to
a standing resolution or resolutions adopted only once or with such frequency as the Trustees may
determine, to the holders of Shares of that Series, from such of the estimated income and capital
gains, accrued or realized, from the assets belonging to that Series, as the Trustees may
determine, after providing for actual and accrued liabilities belonging to that Series. All
dividends and distributions on Shares of a particular Series shall be distributed pro rata to the
holders of that Series in proportion to the number of Shares of that Series held by such holders at
the date and time of record established for the payment of such dividends or distributions, except
that in connection with any dividend or distribution program or procedure the Trustees may
determine that no dividend or distribution shall be payable on Shares as to which the Shareholder’s
purchase order and/or payment have not been received by the time or times established by the
Trustees under such program or procedure, and except that if Classes have been established for any
Series, the rate of dividends or distributions may vary among such Class pursuant to resolution,
which may be a standing resolution, of the Board of Trustees. Such dividends and distributions may
be made in cash or Shares or a combination thereof as determined by the Trustees or pursuant to any
program that the Trustees may have in effect at the time for the election by each Shareholder of
the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or
distribution paid in Shares will be paid at the net asset value thereof as determined in accordance
with subsection (h) of Section 4.2.
The Trust intends to qualify each Series as a “regulated investment company” under the
Internal Revenue Code of 1986 (the “Code”), as amended, or any successor or comparable statute
thereto, and regulations promulgated thereunder. Inasmuch as the computation of net income and
gains for federal income tax purposes may vary from the computation thereof on the books of the
Trust, the Board of Trustees shall have the power, in its sole discretion, to distribute in any
fiscal year as dividends, including dividends designated in whole or in part as capital gains
distributions, amounts sufficient, in the opinion of the Board of Trustees, to enable each Series
to qualify as a regulated investment company and to avoid liability of the Series for federal
income tax in respect of that year. However, nothing in the foregoing shall limit the
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authority of the Board of Trustees to make distributions greater than or less than the amount
necessary to qualify as a regulated investment company and to avoid liability of each Series for
such tax.
No dividend or distribution (including, without limitation, any distribution paid upon
termination of the Trust or of any series) with respect to, nor any redemption or repurchase of,
the Shares of any series (or of any class) shall be effected by the Trust other than from the
assets of such series (or of the series of which such class is a part).
(d) Liquidation. In event of the liquidation or dissolution of any Series or Class of
the Trust, the Shareholders of each such Series or Class shall be entitled to receive, as a Series
or Class, when and as declared by the Trustees, the excess of the assets belonging to that Series
or Class over the liabilities belonging to that Series or Class. The assets so distributable to
the Shareholders of any particular Series or Class shall be distributed among such Shareholders in
proportion to the number of Shares of that Series or Class held by them and recorded on the books
of the Trust. The liquidation of any particular Series or Class may be authorized by vote of a
majority of the Trustees then in office.
(e) Voting. All Shares shall have “equal voting rights” as such term is defined in
the Investment Company Act of 1940 and except as otherwise provided by that Act or rules,
regulations or orders promulgated thereunder. 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. Notwithstanding any other provision of this Declaration of Trust,
on any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote
shall be voted in the aggregate as a single class without regard to Series or Class 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 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, then only Shareholders of such Series or Classes shall be entitled to vote
thereon.
(f) Redemption by Shareholder. Each holder of Shares of a particular Series or Class
shall have the right at such times as may be permitted by the Trust, but no less frequently than
once each week, to require the Trust to redeem all or any part of his Shares of that Series or
Class at a redemption price equal to the net asset value per Share of that Series or Class next
determined in accordance with subsection (h) of this Section 4.2 after the Shares are properly
tendered for redemption. Payment of the redemption price shall be in cash; provided, however, that
if the Trustees determine, which determination shall be conclusive, that conditions exist which
make payment wholly in cash unwise or undesirable, the Trust may make payment wholly or partly in
securities or other assets belonging to the Series or Class of which the Shares being redeemed are
part at the value of such securities or assets used in such determination of net asset value.
Notwithstanding the foregoing, the Trust may postpone payment of the redemption price and may
suspend the right of the holders of Shares of any Series to require the Trust to redeem Shares of
that Series during any period or at any time when and to the extent permissible under
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the 1940 Act, and such redemption is conditioned upon the Trust having funds or property
legally available therefor.
(g) Redemption by Trust. Each Share of each Series or Class that has been established
and designated is subject to redemption by the Trust at the redemption price which would be
applicable if such Share was then being redeemed by the Shareholder pursuant to subsection (f) of
this Section 4.2:(a) at any time, if the Trustees determine in their sole discretion that failure
to so redeem may have materially adverse consequences to all or any of the holders of the Shares,
or any Series or Class thereof, of the Trust, or (b) upon such other conditions as may from time to
time be determined by the Trustees and set forth in the then current Prospectus of the Trust with
respect to maintenance of Shareholder accounts of a minimum amount. Upon such redemption the
holders of the Shares so redeemed shall have no further right with respect thereto other than to
receive payment of such redemption price.
(h) Net Asset Value. The net asset value per Share of any Series or Class shall be
the quotient obtained by dividing the value of the net assets of that Series or Class (being the
value of the assets belonging to that Series or Class less the liabilities belonging to that Series
or Class) by the total number of Shares of that Series or Class outstanding, all determined in
accordance with the methods and procedures, including without limitation those with respect to
rounding, established by the Trustees from time to time. Net asset value shall be determined
separately for each Class of a Series.
The Trustees, or any officer or officers or agent of the Trust designated for this purpose by
the Trustees, may determine to maintain the net asset value per Share of any Series or Class at a
designated constant dollar amount and in connection therewith may adopt procedures not inconsistent
with the 1940 Act for the continuing declarations of income attributable to that Series or Class as
dividends payable in additional Shares of that Series or Class at the designated constant dollar
amount and for the handling of any losses attributable to that Series or Class. Such procedures
may provide that in the event of any loss each Shareholder shall be deemed to have contributed to
the capital of the Trust attributable to that Series or Class his pro rata portion of the total
number of Shares required to be canceled in order to permit the net asset value per Share of that
Series or Class to be maintained, after reflecting such loss, at the designated constant dollar
amount. Each Shareholder of the Trust shall be deemed to have agreed, by investing in any Series
with respect to which the Trustees shall have adopted any such procedure, to make the contribution
referred to in the preceding sentence in the event of any such loss.
(i) Transfer. All Shares of each particular Series or Class shall be transferable,
but transfers of Shares of a particular Series or Class will be recorded on the Share transfer
records of the Trust applicable to that Series or Class only at such times as Shareholders shall
have the right to require the Trust to redeem Shares of that Series or Class and at such other
times as may be permitted by the Trustees.
(j) Equality. All Shares of each particular Series shall represent an equal
proportionate interest in the assets belonging to that Series (subject to the liabilities belonging
to that Series), and each Share of any particular Series shall be equal to each other Share of that
Series; but the provisions of this sentence shall not restrict any distinctions permissible under
this Section 4.2 that may exist with respect to a Class of the same Series. The
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Trustees may from time to time divide or combine the Shares of any particular Series or Class
into a greater or lesser number of Shares of that Series or Class without thereby changing the
proportionate beneficial interest in the assets belonging to that Series or Class or in any way
affecting the rights of Shares of any other Series or Class.
(k) Fractions. Any fractional Share of any Series or Class, if any such fractional
Share is outstanding, shall carry proportionately all the rights and obligations of a whole Share
of that Series or Class, including with respect to voting, receipt of dividends and distributions,
redemption of Shares, and liquidation of the Trust.
(l) Conversion Rights. Subject to compliance with the requirements of the 1940 Act,
the Trustees shall have the authority to provide that holders of Shares of any Series or Class
shall have the right to convert said Shares into Shares of one or more other Series or Classes in
accordance with such requirements and procedures as may be established by the Trustees.
Section 4.3. Ownership of Shares. The ownership of Shares shall be recorded on the
books of the Trust or of a transfer or similar agent for the Trust, which books shall be maintained
separately for the Shares of each Series and Class that has been established and designated. No
certificates certifying the ownership of Shares need 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 use of facsimile signatures, 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 and as to the number of Shares
of each Series and Class held from time to time by each such Shareholder.
Section 4.4. Investments in the Trust. The Trustees may accept investments in the
Trust from such persons and on such terms and for such consideration, not inconsistent with the
provisions of the 1940 Act, as they from time to time authorize. The Trustees may authorize any
distributor, principal underwriter, custodian, transfer agent or other person to accept orders for
the purchase of Shares that conform to such authorized terms and to reject any purchase orders for
Shares whether or not conforming to such authorized terms.
Section 4.5. No Preemptive Rights. Shareholders shall have no preemptive or other
right to receive, purchase or subscribe for any additional Shares or other securities issued by the
Trust. No action may be brought by a Shareholder on behalf of the Trust unless a prior demand
regarding such matter has been made on the Trustees and Shareholders of the Trust.
Section 4.6. Status of Shares and Limitation of Personal Liability. Shares shall be
deemed to be personal property giving only the rights provided in this instrument. Every
Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and
agreed to the terms hereof and to have become a party hereto. The death of a Shareholder during
the continuance of the Trust shall not operate to terminate the Trust 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
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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
Section 5.1. Voting Powers. The Shareholders shall have power to vote only (i) for
the election or removal of Trustees as provided in Section 3.1, (ii) with respect to any contract
with a Contracting Party as provided in Section 3.3 as to which Shareholder approval is required by
the 1940 Act, (iii) with respect to any termination or reorganization of the Trust or any Series to
the extent and as provided in Sections 7.1 and 7.2, (iv) with respect to any amendment of this
Declaration of Trust to the extent and as provided in Section 7.3, (v) to the same extent as the
stockholders of an Ohio 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 (vi) with respect to such additional matters relating to the
Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws or any
registration of the Trust with the Commission (or any successor agency) or any state, or as the
Trustees may consider necessary or desirable. There shall be no cumulative voting in the election
of any Trustee or Trustees. Shares may be voted in person or by proxy. A proxy with respect to
Shares held in the name of two or more persons shall be valid if executed by any one of them unless
at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary
from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be
deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity
shall rest on the challenger. Until Shares are then issued and outstanding, the Trustees may
exercise all rights of Shareholders and may take any action required by law, this Declaration of
Trust or the By-Laws to be taken by Shareholders.
Section 5.2. Meetings. Meetings (including meetings involving only the holders of
Shares of one or more but less than all Series or Classes) of Shareholders 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 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 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 (including a meeting involving only the holders
of Shares of one or more but less than all Series or Classes) for a period of 30 days after written
application by Shareholders holding at least 25% of the Shares then outstanding requesting a
meeting be called for any other purpose requiring action by the Shareholders as provided herein or
in the By-Laws, then Shareholders holding at least 25% of the Shares then outstanding 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.
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Section 5.3. Record Dates. For the purpose of determining the Shareholders who are
entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to
participate in any dividend or distribution, or for the purpose of any other action, the Trustees
may from time to time close the transfer books for such period, not exceeding 30 days (except at or
in connection with the termination of the Trust), as the Trustees may determine; or without closing
the transfer books the Trustees may fix a date and time not more than 60 days prior to the date of
any meeting of Shareholders or other action as the date and time of record for the determination of
Shareholders entitled to vote at such meeting or any adjournment thereof or to be treated as
Shareholders of record for purposes of such other action, and any Shareholder who was a Shareholder
at the date and time so fixed shall be entitled to vote at such meeting or any adjournment thereof
or (subject to any provisions permissible under subsection (c) of Section 4.2 with respect to
dividends or distributions on Shares that have not been ordered and/or paid for by the time or
times established by the Trustees under the applicable dividend or distribution program or
procedure then in effect) to be treated as a Shareholder of record for purposes of such other
action, even though the shareholder has since that date and time disposed of its Shares, and no
Shareholder becoming such after that date and time shall be so entitled to vote at such meeting or
any adjournment thereof or to be treated as a Shareholder of record for purposes of such other
action.
Section 5.4. Quorum and Required Vote. A majority of Shares entitled to vote shall be
a quorum for the transaction of business at a Shareholders’ meeting, except that where any
provision of law or of this Declaration of Trust permits or requires that holders of any Series or
Class thereof shall vote as a Series or Class, then a majority of the aggregate number of Shares of
that Series or Class thereof entitled to vote shall be necessary to constitute a quorum for the
transaction of business by that Series or Class. The vote of a majority of shares present, with or
without a quorum, 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 different vote is required or permitted by any provision of this
Declaration of Trust, the By-Laws or any provision of law, a majority of the Shares voted, at a
meeting at which a quorum is present, shall decide any questions and a plurality shall elect a
Trustee, provided that where any provision of law or of this Declaration of Trust permits or
requires that the holders of any Series or Class shall vote as a 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.
Section 5.5. Action by Written Consent. Subject to the provisions of the 1940 Act and
other applicable law, any action taken by Shareholders may be taken without a meeting if a majority
of Shareholders entitled to vote on the matter (or such other proportion thereof as shall be
required by the 1940 Act or by any express provision of this Declaration of Trust or the By-Laws)
consent to the action in writing and such written consents are filed with the records of the
meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a
meeting of Shareholders.
Section 5.6. Inspection of Records. The records of the Trust shall be open to
inspection by Shareholders to the same extent as is permitted stockholders of an Ohio corporation
under the Ohio General Corporation Law.
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Section 5.7. Additional Provisions. The By-Laws may include further provisions for
Shareholders’ votes and meetings and related matters not inconsistent with the provisions hereof.
ARTICLE VI
LIMITATION OF LIABILITY; INDEMNIFICATION
Section 6.1. Trustees, Shareholders, etc. Not Personally Liable; Notice. All persons
extending credit to, contracting with or having any claim against any Series of the Trust (or the
Trust on behalf of any Series) shall look only to the assets of that Series 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. 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 by or for
the Trust or the Trustees and not personally. Nothing in this Declaration of Trust shall protect
any Trustee or officer against any liability to the Trust or the Shareholders to which such Trustee
or officer 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 or of such
officer.
Every note, bond, contract, instrument, certificate or undertaking made or issued by the
Trustees or by any officers or officer shall give notice that this Declaration of Trust is on file
with the Secretary of the State of Ohio and shall recite to the effect that the same was executed
or made by or on behalf of the Trust or by them as Trustees or Trustee 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 Trustees or Trustee or officers or officer or Shareholders or
Shareholder individually.
Section 6.2. Trustee’s Good Faith Action; Expert Advice; No Bond or Surety. The
exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone
interested. A Trustee shall be liable for his own willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of the office of Trustee, and for
nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. Subject
to the foregoing, (a) the Trustees shall not be responsible or liable in any event for any neglect
or wrongdoing of any officer, agent, employee, consultant, adviser, administrator, distributor or
principal underwriter, custodian or transfer, dividend disbursing, Shareholder servicing or
accounting agent of the Trust, nor shall any Trustee be responsible for the act or omission of any
other Trustee; (b) the Trustees may take advice of counsel or other experts with respect to the
meaning and operation of this Declaration of Trust and their duties as Trustees, and shall be under
no liability for any act or omission in accordance with such advice or for failing to follow such
advice; and (c) in discharging their duties, the Trustees, when acting in good faith, shall be
entitled to rely upon the books of account of the Trust and upon written reports made to the
Trustees by any officer appointed by them, any independent public accountant, and (with
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respect to the subject matter of the contract involved) any officer, partner or responsible
employee of a Contracting Party appointed by the Trustees pursuant to Section 3.3. The Trustees as
such shall not be required to give any bond or surety or any other security for the performance of
their duties. Nothing stated herein is intended to detract from the protection accorded to
Trustees by Ohio Revised Code Sections 1746.08 and 1701.59, as amended from time to time.
Section 6.3. Indemnification of Shareholders. In case any Shareholder or former
Shareholder shall be charged or held to be personally liable for any obligation or liability of the
Trust solely by reason of being or having been a Shareholder and not because of such Shareholder’s
acts or omissions or for some other reason, the Trust (upon proper and timely request by the
Shareholder) shall assume the defense against such charge and satisfy any judgment thereon, and 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 of the Trust estate 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; provided that, in the
event the Trust shall consist of more than one Series, Shareholders of a particular Series that are
faced with claims or liabilities solely by reason of their status as Shareholders of that Series
shall be limited to the assets of that Series for recovery of such loss and related expenses. The
rights accruing to a Shareholder under this Section 6.3 shall not exclude any other right to which
such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right
of the Trust to indemnify or reimburse a Shareholder in any appropriate situation even though not
specifically provided herein.
Section 6.4. Indemnification of Trustees, Officers, etc. Subject to and except as
otherwise provided in the Securities Act of 1933, as amended, and the 1940 Act, the Trust shall
indemnify each of its past, present and future 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, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and expenses, including
reasonable accountants’ and counsel fees, incurred by any Covered Person in connection with the
defense or disposition of any action, suit or other proceeding, whether civil, criminal,
administrative or investigative, and any appeal therefrom, 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 person may be or may have been threatened, while in office or
thereafter, by reason of being or having been such a Trustee or officer, director or trustee, and
except that no Covered Person shall be indemnified against any liability to the Trust or its
Shareholders to which such Covered Person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person’s office.
Section 6.5. Advances of Expenses. The Trust shall advance attorneys’ fees or other
expenses incurred by a Covered Person in defending a proceeding to the full extent permitted by the
Securities Act of 1933, as amended, the 1940 Act, and Ohio Revised Code Chapter 1707, as amended.
In the event any of these laws conflict with Ohio Revised Code Section 1701.13(E), as amended,
these laws, and not Ohio Revised Code Section 1701.13(E), shall govern.
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Section 6.6. Indentification Not Exclusive, etc. The right of indemnification
provided by this Article VI shall not be exclusive of or affect any other rights to which any such
Covered Person may be entitled. As used in this Article VI, “Covered Person” shall include such
person’s heirs, executors and administrators. Nothing contained in this article shall affect any
rights to indemnification to which personnel of the Trust, other than Trustees and 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.
Section 6.7. Liability of Third Persons Dealing with Trustees. No person dealing with
the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or
to be made by the Trustees or to see to the application of any payments made or property
transferred to the Trust or upon its order.
ARTICLE VII
MISCELLANEOUS
Section 7.1. Duration and Termination of Trust. Unless terminated as provided herein,
the Trust shall continue without limitation of time. The Trust may be terminated at any time by a
majority of the Trustees then in office.
Upon termination of the Trust or of any one or more Series, after paying or otherwise
providing for all charges, taxes, expenses and liabilities, 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 to distributable form in cash, securities
or other property, or any combination thereof, and distribute the proceeds to the Shareholders, in
conformity with the provisions of subsection (d) of Section 4.2.
Section 7.2. Reorganization. The Trustees may sell, convey and transfer the assets of
the Trust, or the assets belonging to any one or more Series, to another trust, partnership,
association or corporation organized under the laws of any state of the United States, or to the
Trust to be held as assets belonging to another Series of the Trust, in exchange for cash, shares
or other securities (including, in the case of a transfer to another Series of the Trust, Shares of
such other Series) with such transfer being made subject to, or with the assumption by the
transferee of, the liabilities belonging to each Series the assets of which are so transferred;
provided, however, that if Shareholder approval is required by the 1940 Act, no assets belonging to
any particular Series shall be so transferred unless the terms of such transfer shall have first
been approved at a meeting called for the purpose by the affirmative vote of the holders of a
majority of the outstanding voting Shares, as defined in the 1940 Act, of that Series. Following
such transfer, the Trustees shall distribute such cash, shares or other securities (giving due
effect to the assets and liabilities belonging to and any other differences among the various
Series the assets belonging to which have so been transferred) among the Shareholders of the Series
the assets belonging to which have been so transferred; and if all of the assets of the Trust have
been so transferred, the Trust shall be terminated.
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Section 7.3. Amendments. All rights granted to the Shareholders under this
Declaration of Trust are granted subject to the reservation of the right to amend this Declaration
of Trust as herein provided, except that no amendment shall repeal the limitations on personal
liability of any Shareholder or Trustee or repeal the prohibition of assessment upon the
Shareholders without the express consent of each Shareholder or Trustee involved. Subject to the
foregoing, the provisions of this Declaration of Trust (whether or not related to the rights of
Shareholders) may be amended at any time so long as such amendment does not adversely affect the
rights of any Shareholder with respect to which such amendment is or purports to be applicable and
so long as such amendment is not in contravention of applicable law, including the 1940 Act, by an
instrument in writing signed by a majority of the then Trustees (or by an officer of the Trust
pursuant to the vote of a majority of such Trustees). Except as provided in the first sentence of
this Section 7, any amendment to this Declaration of Trust that adversely affects the rights of
Shareholders may be adopted at any time by an instrument signed in writing by a majority of the
then Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees)
when authorized to do so by the vote in accordance with subsection (e) of Section 4.2 of
Shareholders holding a majority of the Shares entitled to vote; (a “Majority Shareholder Vote”);
provided, however, than an amendment that shall affect the Shareholders of one or more Series (or
of one or more Classes), but not the Shareholders of all outstanding Series (or Classes), shall be
authorized by a Majority Shareholder Vote of each Series (or Class, as the case may be) affected,
and no vote of a Series (or Class) not affected shall be required. Subject to the foregoing, any
such amendment shall be effective as provided in the instrument containing the terms of such
amendment or, if there is no provision therein with respect to effectiveness, upon the execution of
such instrument and of a certificate (which may be a part of such instrument) executed by a Trustee
or officer to the effect that such amendment has been duly adopted. Copies of the amendment to
this Declaration of Trust shall be filed as specified in Section 7.4. A restated Declaration of
Trust, integrating into a single instrument all of the provisions of the Declaration of Trust which
are then in effect and operative, may be executed from time to time by a majority of the then
Trustees (or by an officer of the Trust pursuant to the vote of a majority of such Trustees) and
shall be effective upon filing as specified in Section 7.4.
Section 7.4. Filing of Copies; References; Headings. The original or a copy of this
instrument and of each amendment hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument and of each amendment hereto shall be
filed by the Trust with the Secretary of the State of Ohio, as well as any other governmental
office where such filing may from time to time be required, but the failure to make any such filing
shall not impair the effectiveness of this instrument or any such amendment. 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, as to the identities of the Trustees and officers, 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
a whole as the same may be amended or affected by any such amendments. The masculine gender shall
include the feminine and neuter genders. 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.
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Section 7.5. Applicable Law. This Trust is an Ohio business trust, and it is created
under and is to be governed by and construed and administered according to the laws of said State,
including the Ohio General Corporation Law as the same may be amended from time to time, but the
reference to said Corporation Law is not intended to give the Trust, the Trustees, the Shareholders
or any other person any right, power, authority or responsibility available only to or in
connection with an entity organized in corporate form. The Trust shall be of the type referred to
in Section 1746.01 of the Ohio Revised Code, and without limiting the provisions hereof, the Trust
may exercise all powers which are ordinarily exercised by such a trust.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand for himself and his assigns, as
of the day and year first above written.
/s/ Xxxxx X. Xxxxxxxxx | ||||
Xxxxx X. Xxxxxxxxx |
STATE OF Ohio
|
) | |||||
) | ss: | |||||
COUNTY OF Franklin
|
) |
Before me, a Notary Public in and for said county and state, personally appeared the above
named Xxxxx X. Xxxxxxxxx, who acknowledged that he did sign the foregoing instrument and that the
same is their free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on this 1st day
of March, 2011.
/s/ Xxxx Tantra | ||||
Notary Public |
My Commission Expires: Never
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ACCEPTANCE OF TRUST
As contemplated in Section 3.1 of the Agreement and Declaration of Trust of Advisers
Investment Trust, the undersigned accepts his designation as a Trustee of said Trust and agrees to
the provisions of said Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the undersigned has set his hand on the date set opposite his signature.
/s/ Xxxxx X. Xxxxxxxxx | ||||
Xxxxx X. Xxxxxxxxx |
STATE OF Ohio
|
) | |||||
) | ss: | |||||
COUNTY OF Franklin
|
) |
Before me, a Notary Public in and for said county and state, personally appeared the above
named Xxxxx X. Xxxxxxxxx, who acknowledged that he did sign the foregoing instrument and that the
same is their free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on this
1st day of March, 2011.
/s/ Xxxx Tantra | ||||
Notary Public |
My Commission Expires: Never
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