INSTRUMENT
THIS INSTRUMENT is entered into by the undersigned trustees
(the "Trustees") as of November 18, 2008.
WHEREAS, the undersigned Trustees constitute all of the
trustees holding office for each of the trusts identified on Attachment A hereto
(the "Trusts");
WHEREAS, the Agreement and Declaration of Trust and By-Laws
now in effect for each of the Trusts provide that each such Agreement and
Declaration of Trust and such By-Laws may be amended by the Trustees (subject to
certain limitations not here applicable);
NOW, THEREFORE, the undersigned Trustees hereby adopt for each
Trust the Amended and Restated Agreement and Declaration of Trust and By-Laws of
such Trust attached hereto as Attachment B.
[Signature Page Follows]
IN WITNESS WHEREOF, the Trustees named below are signing this
Instrument on the date stated in the introductory clause.
/s/ Xxxx X. Xxxxxxx /s/ XxXxx Xxxxxxxxx Xxxxxx
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Xxxx X. Xxxxxxx XxXxx Xxxxxxxxx Xxxxxx
Trustee Trustee
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxx Xxxxxx
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Xxxxxxx X. Xxxxx Xxxxx Xxxxxx
Trustee Trustee
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxx, Xx.
Trustee Trustee
/s/ Xxxxx X. Xxxxx /s/ J. Xxxxxxxx Xxxxxx
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Xxxxx X. Xxxxx J. Xxxxxxxx Xxxxxx
Trustee Trustee
/s/ Xxx Xxxxxxx
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Xxx Xxxxxxx
Trustee
ATTACHMENT A
LIST OF TRUSTS
Vanguard Admiral Funds Vanguard Bond Index Funds
Vanguard CMT Funds Vanguard California Tax-Free Funds
Vanguard Xxxxxxx Funds Vanguard Convertible Securities Fund
Vanguard Explorer Fund Vanguard Fenway Funds
Vanguard Fixed Income Securities Funds Vanguard Florida Tax-Free Funds
Vanguard Horizon Funds Vanguard Index Funds
Vanguard Institutional Index Funds Vanguard International Equity Index Funds
Vanguard Malvern Funds Vanguard Massachusetts Tax-Exempt Funds
Vanguard Money Market Reserves Vanguard Xxxxxxxxxx Funds
Vanguard Xxxxxx Growth Fund Vanguard Municipal Bond Funds
Vanguard New Jersey Tax-Free Funds Vanguard New York Tax-Free Funds
Vanguard Ohio Tax-Free Funds Vanguard Pennsylvania Tax-Free Funds
Vanguard Quantitative Funds Vanguard STAR Funds
Vanguard Specialized Funds Vanguard Tax-Managed Funds
Vanguard Treasury Fund Vanguard Trustees' Equity Fund
Vanguard Valley Forge Funds Vanguard Variable Insurance Funds
Vanguard Wellesley Income Fund Vanguard Wellington Fund
Vanguard Whitehall Funds Vanguard Windsor Funds
Vanguard World Fund
ATTACHMENT B
Amended and Restated Agreement and Declaration of Trust and By-Laws
of each Trust
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
VANGUARD TAX-MANAGED FUNDS
WHEREAS, this AMENDED AND RESTATED AGREEMENT AND DECLARATION
OF TRUST of Vanguard Tax-Managed Funds (the "Trust") is made and entered into as
of the date set forth below by the Trustees named hereunder for the purpose of
continuing the Trust as a Delaware statutory trust in accordance with the
provisions hereinafter set forth;
WHEREAS, the Trust was formed upon the filing of a certificate
of trust in the Office of the Secretary of State of the State of Delaware on
January 28, 1998 pursuant to a declaration of trust dated January 23, 1998 (the
"Original Declaration of Trust");
WHEREAS, the Original Declaration of Trust was amended on July
19, 2002 (as so amended, the "Amended Declaration of Trust"); and
WHEREAS, the Trustees consider it appropriate to amend and
restate the Amended Declaration of Trust in accordance with the terms of the
Amended Declaration of Trust and the Delaware Act.
NOW, THEREFORE, the Amended Declaration of Trust is hereby
amended and restated as follows and the Trustees do hereby declare that the
Trustees will hold IN TRUST all cash, securities and other assets that the Trust
now possesses or may hereafter acquire from time to time in any manner and
manage and dispose of the same upon the following terms and conditions.
ARTICLE I.
Name and Definitions
Section 1. Name. The name of the Trust is "VANGUARD
TAX-MANAGED FUNDS" and the Trustees shall conduct the business of the Trust
under that name or any other name as they may from time to time determine. If
the Trustees determine to change the name of the Trust, they may adopt such
other name for the Trust as they deem proper. Any name change shall become
effective upon approval by the Trustees of such change and the filing of a
certificate of amendment under the Delaware Act. Any such action shall have the
status of an amendment to this Declaration of Trust.
Section 2. Definitions. Whenever used herein, unless
otherwise required by the context or specifically provided:
(a) "Amended Declaration of Trust" shall have the meaning set forth in the
recitals to this Declaration of Trust;
(b) "By-Laws" shall mean the By-Laws of the Trust as amended from time to time;
(c) "Commission" shall have the respective meanings given it in Section 2(a)(7)
and Section (2)(a)(29) of the 1940 Act;
(d) "Declaration of Trust" shall mean this Amended and Restated Agreement and
Declaration of Trust, as amended or restated from time to time;
(e) "Delaware Act" refers to Delaware Statutory Trust Act, 12 Del. C. ss. 3801
et. seq. (as amended and in effect from time to time);
(f) "Interested Person" shall have the meaning given
it in Section 2(a)(19) of the 1940 Act;
(g) "Investment Adviser" or "Adviser" means a party
furnishing services to the Trust pursuant to any contract described in Article
IV, Section 6(a) hereof;
(h) "1940 Act" refers to the Investment Company Act
of 1940 and the Rules and Regulations thereunder, all as amended from time to
time. References herein to specific sections of the 1940 Act shall be deemed to
include such Rules and Regulations as are applicable to such sections as
determined by the Trustees or their designees;
(i) "Original Declaration of Trust" shall have the meaning set forth in the
recitals to this Declaration of Trust;
(j) "Principal Underwriter" shall have the respective
meanings given it in Section 2(a)(7) and Section (2)(a)(29) of the 1940 Act;
(k) "Prior Declaration of Trust" refers to the
original Declaration of Trust and the Amended Declaration of Trust, each as from
time to time in effect prior to the date hereof;
(l) "Person" means and includes individuals,
corporations, partnerships, trusts, foundations, plans, associations, joint
ventures, estates and other entities, whether or not legal entities, and
governments and agencies and political subdivisions thereof, whether domestic or
foreign;
(m) "Series" refers to each Series of Shares
referenced in, or established under or in accordance with, the provisions of
Article III.
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(n) "Shareholder" means a record owner of outstanding
Shares;
(o) "Shares" means the shares of beneficial interest
into which the beneficial interest in the Trust shall be divided from time to
time and includes fractions of Shares as well as whole Shares;
(p) "Trust" shall have the meaning set forth in the
recitals to this Declaration of Trust;
(q) "Trustees" or "Board of Trustees" refers to the
persons who have signed this Declaration of Trust and all other persons who were
or may from time to time be duly elected or appointed to serve on the Board of
Trustees in accordance with the provisions hereof or of the Prior Declaration of
Trust, so long as they continue in office in accordance with the terms hereof
and reference herein to a Trustee or the Trustees shall refer to such person or
persons in their capacity as trustees hereunder; and
(r) "Trust Property" means any and all property, real
or personal, tangible or intangible, which is owned or held by or for the
account of the Trust.
ARTICLE II.
Purpose of Trust
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 Series investing primarily in securities.
ARTICLE III.
Shares
Section 1. Division of Beneficial Interest. The beneficial
interest in the Trust shall at all times be divided into an unlimited number of
Shares, with a par value of $ .001 per Share unless the Trustees shall designate
another par value in connection with the issuance of Shares or with respect to
outstanding Shares as provided in Section 5 of this Article III. The Trustees
may authorize the division of Shares into separate Series and the division of
Series into separate classes of Shares. The different Series shall be
established and designated, and the variations in the relative rights and
preferences as between the different Series shall be fixed and determined, by
the Trustees. If no Series shall be established or if only one Series shall be
established, the Shares shall have the rights and preferences provided for
herein and in Article III, Section 6 hereof to the extent relevant and not
otherwise provided for herein.
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Subject to the provisions of Section 6 of this Article III,
each Share shall have voting rights as provided in Article V hereof, and holders
of the Shares of any Series shall be entitled to receive dividends, when, if and
as declared with respect thereto in the manner provided in Article VI, Section 1
hereof. No Share shall have any priority or preference over any other Share of
the same Series with respect to dividends or distributions of the Trust or
otherwise. All dividends and distributions shall be made ratably among all
Shareholders of a Series (or class) from the assets held with respect to such
Series according to the number of Shares of such Series (or class) held of
record by such Shareholders on the record date for any dividend or distribution.
Shareholders shall have no preemptive or other right to subscribe to any
additional Shares or other securities issued by the Trust or any Series. The
Trustees may from time to time divide or combine the Shares of a Series into a
greater or lesser number of Shares of such Series without thereby materially
changing the proportionate beneficial interest of such Shares in the assets held
with respect to that Series or materially affecting the rights of Shares of any
other Series.
All references to Shares in this Declaration of Trust shall be
deemed to be Shares of the Trust and of any or all Series or classes thereof, as
the context may require. All provisions herein relating to the Trust shall apply
equally to each Series of the Trust and each class thereof, except as the
context otherwise requires.
All Shares issued hereunder, including Shares issued in
connection with a dividend in Shares or a split or reverse split of Shares,
shall be fully paid and non-assessable.
Section 2. Ownership of Shares. The ownership of Shares shall
be recorded on the books of the Trust or a transfer or similar agent for the
Trust, which books shall be maintained separately for the Shares of each Series
(and class). No certificates evidencing the ownership of Shares shall be issued
except as the Board of Trustees may otherwise determine from time to time. The
Trustees may make such rules as they consider appropriate for the transfer of
Shares of each Series (and class) and similar matters. The record books of the
Trust as kept by the Trust or any transfer or similar agent, as the case may be,
shall be conclusive as to the identity of the Shareholders of each Series (and
class) and as to the number of Shares of each Series (and class) held from time
to time by each Shareholder.
Section 3. Investments in the Trust. Investments may be
accepted by the Trust from such Persons, at such times, on such terms, and for
such consideration as the Trustees from time to time may authorize. Each
investment shall be credited to the Shareholder's account in the form of full
and fractional Shares of the Trust, in such Series (or class) as the purchaser
shall select, at the net asset value per Share next determined for such Series
(or class) after receipt of the investment; provided, however, that the Trustees
may, in their sole discretion, impose a sales charge or reimbursement fee upon
investments in the Trust.
Section 4. Status of Shares and Limitation of Personal
Liability. Shares shall be deemed to be personal property giving only the rights
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provided in this Declaration of Trust and the By-Laws of the Trust. Every
Shareholder by virtue of having become a Shareholder shall be held to have
expressly assented and agreed to the terms hereof. The death, incapacity,
dissolution, termination or bankruptcy of a Shareholder during the existence of
the Trust shall not operate to terminate the Trust, nor entitle the
representative of any such Shareholder to an accounting or to take any action in
court or elsewhere against the Trust or the Trustees, but shall entitle such
representative only to the rights of such Shareholder under this Declaration of
Trust. Ownership of Shares shall not entitle a Shareholder to any title in or to
the whole or any part of the Trust Property or right to call for a partition or
division of the same or for an accounting, nor shall the ownership of Shares
constitute the Shareholders as partners or joint venturers. Neither the Trust
nor the Trustees, nor any officer, employee nor agent of the Trust shall have
any power to bind personally any Shareholder, or 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 agree to pay.
Section 5. Power of Board of Trustees to Change Provisions
Relating to Shares. Notwithstanding any other provision of this Declaration of
Trust to the contrary, and without limiting the power of the Board of Trustees
to amend the Declaration of Trust as provided elsewhere herein, the Board of
Trustees shall have the power to amend this Declaration of Trust, at any time
and from time to time, in such manner as the Board of Trustees may determine in
their sole discretion, without the need for Shareholder action, so as to add to,
delete, replace or otherwise modify any provisions relating to the Shares
contained in this Declaration of Trust, provided that before adopting any such
amendment without Shareholder approval the Board of Trustees shall determine
that it is consistent with the fair and equitable treatment of all Shareholders
and that Shareholder approval is not required by the 1940 Act or other
applicable federal law. If Shares have been issued, Shareholder approval shall
be required to adopt any amendments to this Declaration of Trust which would
adversely affect to a material degree the rights and preferences of the Shares
of any Series (or class) or to increase or decrease the par value of the Shares
of any Series (or class).
Section 6. Establishment and Designation of Shares. The Series
and classes of Shares existing as of the date of this Declaration of Trust are
those Series and classes that have been established under the Prior Declaration
of Trust and not heretofore terminated which are indicated on Schedule A
attached hereto and made a part hereof ("Schedule A"). The establishment of any
additional Series (or class) of Shares shall be effective upon the adoption by
the Trustees of a resolution that sets forth the designation of, or otherwise
identifies, such Series (or class), whether directly in such resolution or by
reference to, or approval of, another document that sets forth the designation
of, or otherwise identifies, such Series (or class) including any registration
statement of the Trust or such Series (or class), any amendment and/or
restatement of this Declaration of Trust and/or Schedule A or as otherwise
provided in such resolution. Upon the establishment of any additional Series (or
class) of Shares or the termination of any existing Series (or class) of Shares,
Schedule A shall be amended to reflect the addition or termination of such
Series (or class) and any officer of the Trust is hereby authorized to make such
amendment; provided that amendment of Schedule A shall not be a condition
precedent to the establishment or termination of any Series (or class) in
accordance with this Declaration of Trust. The relative rights and preferences
of the Shares of the Trust and each Series and each class thereof shall be as
set forth herein and as set forth in any registration statement relating
thereto, unless otherwise provided in the resolution establishing such Series or
class.
Shares of each Series (or class) established pursuant to this
Section 6, unless otherwise provided in the resolution establishing such Series
(or class) or in any registration statement relating thereto, shall have the
following relative rights and preferences:
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(a) Assets Held with Respect to a Particular Series.
All consideration received by the Trust for the issue or sale of Shares of a
Series, including dividends and distributions paid by, and reinvested in, such
Series, together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof from whatever
source derived, including 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 be held with respect to that Series for all purposes, and shall be
so recorded upon the books of account of the Trust. Such consideration, assets,
income, earnings, profits and proceeds thereof, from whatever source derived,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred to as "assets
held with respect to" that Series. In the event that there are any assets,
income, earnings, profits and proceeds thereof, funds or payments that are not
readily identifiable as assets held with respect to the Trust or any particular
Series (collectively "General Assets"), the Trustees shall allocate such General
Assets to, between or among the Trust and/or any one or more of the Series in
such manner and on such basis as the Trustees, in their sole discretion, deem
fair and equitable, and any General Asset so allocated to a particular Series
shall be held with respect to that Series. Each such allocation by the Trustees
shall be conclusive and binding upon the Shareholders of all Series for all
purposes in absence of manifest error.
(b) Liabilities Held with Respect to a Particular
Series. The assets of the Trust held with respect to each Series shall be
charged with the liabilities of the Trust with respect to such Series and all
expenses, costs, charges and reserves attributable to such Series, and any
general liabilities of the Trust that are not readily identifiable as being held
in respect of a Series shall be allocated and charged by the Trustees to and
among the Trust and/or any one or more Series 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 so charged to a Series are
herein referred to as "liabilities held with respect to" that Series. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the Shareholders of all Series for all
purposes in absence of manifest error. All liabilities held with respect to a
particular Series shall be enforceable against the assets held with respect to
such Series only and not against the assets of the Trust generally or against
the assets held with respect to any other Series and, except as otherwise
provided in this Declaration of Trust, none of the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to the Trust generally or any other Series thereof shall be enforceable
against the assets of such Series. As and to the extent provided in Section
3804(a) of the Delaware Act, separate and distinct records shall be maintained
for each Series and the assets held with respect to each Series shall be held in
such separate and distinct records (directly or indirectly, including through a
nominee or otherwise) and accounted for in such separate and distinct records
separately from the assets held with respect to all other Series and the General
Assets of the Trust not allocated to such Series. Notice of this limitation on
inter-Series liabilities shall be set forth in the certificate of trust of the
Trust (whether originally or by amendment).
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(c) Dividends, Distributions, Redemptions, and
Repurchases. No dividend or distribution including any distribution paid in
connection with termination of the Trust or of any Series (or class) with
respect to, or any redemption or repurchase of, the Shares of any Series (or
class) shall be effected by the Trust other than from the assets held with
respect to such Series, nor shall any Shareholder of any Series otherwise have
any right or claim against the assets held with respect to any other Series
except to the extent that such Shareholder has such a right or claim hereunder
as a Shareholder of such other Series. The Trustees shall have full discretion
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 in absence of manifest error.
(d) Voting. All Shares entitled to vote on a matter
shall vote without differentiation between the separate Series on a
one-vote-per-each dollar (and a fractional vote for each fractional dollar) of
the net asset value of each Share (including fractional shares) basis; provided
however, if a matter to be voted on affects only the interests of one or more
but not all Series (or one or more but not all of a class of a Series), then
only the Shareholders of such affected Series (or class) shall be entitled to
vote on the matter.
(e) Equality. All the Shares of each Series shall
represent an equal proportionate undivided interest in the assets held with
respect to such Series (subject to the liabilities of such Series and such
rights and preferences as may have been established and designated with respect
to classes of Shares within such Series), and each Share of a Series shall be
equal to each other Share of such Series.
(f) Fractions. Any fractional Share of a Series shall
have proportionately all the rights and obligations of a whole share of such
Series, including rights with respect to voting, receipt of dividends and
distributions and redemption of Shares.
(g) Exchange Privilege. The Trustees shall have the
authority to provide that the Shareholders of any Series shall have the right to
exchange such Shares for Shares of one or more other Series in accordance with
such requirements and procedures as may be established by the Trustees.
(h) Combination of Series. The Trustees shall have
the authority, without the approval of the Shareholders of any Series unless
otherwise required by applicable federal law, to combine the assets and
liabilities held with respect to any two or more Series into assets and
liabilities held with respect to a single Series.
(i) Elimination of Series. At any time that there are
no Shares outstanding of a Series (or class), the Trustees may abolish such
Series (or class).
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ARTICLE IV.
The Board of Trustees
Section 1. Number, Election and Tenure. The number of Trustees
constituting the Board of Trustees shall be fixed from time to time by a written
instrument signed, or by resolution approved at a duly constituted meeting, by a
majority of the Board of Trustees, provided, however, that the number of
Trustees shall at all times be at least one (1). Subject to the requirements of
Section 16(a) of the 1940 Act, the Board of Trustees, by action of a majority of
the then Trustees at a duly constituted meeting, may fill vacancies in the Board
of Trustees and remove Trustees with or without cause. Each Trustee shall serve
during the continued lifetime of the Trust until he or she dies, resigns, is
declared bankrupt or incompetent by a court of competent jurisdiction, or is
removed. Any Trustee may resign at any time by written instrument signed by him
and delivered to any officer of the Trust or to a meeting of the Trustees. Such
resignation shall be effective upon receipt unless specified to be effective at
some other time. Except to the extent expressly provided in a written agreement
with the Trust, no Trustee resigning and no Trustee removed shall have any right
to any compensation for any period following his or her resignation or removal,
or any right to damages or other payment on account of such removal. Any Trustee
may be removed at any meeting of Shareholders by a vote of two-thirds of the
total combined net asset value of all Shares of the Trust issued and
outstanding. A meeting of Shareholders for the purpose of electing or removing
one or more Trustees may be called (i) by the Trustees upon their own vote, or
(ii) upon the demand of Shareholders owning 10% or more of the Shares entitled
to vote.
Section 2. Effect of Death, Resignation, etc. of a Trustee.
The death, declination, resignation, retirement, removal, or incapacity of one
or more Trustees, or all of them, shall not operate to annul the Trust or to
revoke any existing agency created pursuant to the terms of this Declaration of
Trust. Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled as provided in Article IV, Section 1, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by this Declaration
of Trust.
Section 3. Powers. Subject to the provisions of this
Declaration of Trust, the business of the Trust shall be managed by the Board of
Trustees, and such Board of Trustees shall have all powers necessary or
convenient to carry out that responsibility including the power to engage in
transactions of all kinds on behalf of the Trust. 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, documents and instruments
that they may consider desirable, necessary or appropriate in connection with
the administration of the Trust. Without limiting the foregoing, the Trustees
may: adopt, amend and repeal By-Laws not inconsistent with this Declaration of
Trust providing for the regulation and management of the affairs of the Trust;
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elect and remove such officers and appoint and terminate such agents as they
consider appropriate; appoint from their own number and establish and terminate
one or more committees consisting of one or more Trustees who may exercise the
powers and authority of the Board of Trustees to the extent that the Trustees
determine; employ one or more custodians of the assets of the Trust and may
authorize such custodians to employ subcustodians and to deposit all or any part
of such assets in a system or systems for the central handling of securities or
with a Federal Reserve Bank, retain a transfer agent or a shareholder servicing
agent, or both; provide for the issuance and distribution of Shares by the Trust
directly or through one or more Principal Underwriters or otherwise; redeem,
repurchase and transfer Shares pursuant to applicable federal law; set record
dates for the determination of Shareholders with respect to various matters;
declare and pay dividends and distributions to Shareholders of each Series from
the assets of such Series; establish from time to time, in accordance with the
provisions of Article III, Section 6 hereof, any Series of Shares, each such
Series to operate as a separate and distinct investment medium and with
separately defined investment objectives and policies and distinct investment
purpose; 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, transfer or shareholder
servicing agent, Investment Adviser or Principal Underwriter. 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 Declaration of Trust,
the presumption shall be in favor of a grant of power to the Trustees.
Without limiting the foregoing, the Trust shall have power and
authority:
(a) To invest and reinvest cash and cash items, to
hold cash uninvested, and to subscribe for, invest in, reinvest in, purchase or
otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange,
distribute, write options on, lend or otherwise deal in or dispose of contracts
for the future acquisition or delivery of all types of securities, futures
contracts and options thereon, and forward currency contracts of every nature
and kind, including all types of bonds, debentures, stocks, preferred stocks,
negotiable or non-negotiable instruments, obligations, evidences of
indebtedness, certificates of deposit or indebtedness, commercial paper,
repurchase agreements, bankers' acceptances, and other securities of any kind,
issued, created, guaranteed, or sponsored by any and all Persons, including
states, territories, and possessions of the United States and the District of
Columbia and any political subdivision, agency, or instrumentality thereof, any
foreign government or any political subdivision of the U.S. Government or any
foreign government, or any international instrumentality or organization, or by
any bank or savings institution, or by any corporation or organization organized
under the laws of the United States or of any state, territory, or possession
thereof, or by any corporation or organization organized under any foreign law,
or in "when issued" contracts for any such securities, futures contracts and
options thereon, and forward currency contracts, to change the investments of
the assets of the Trust; and to exercise any and all rights, powers, and
privileges of ownership or interest in respect of any and all such investments
of every kind and description, including the right to consent and otherwise act
with respect thereto, with power to designate one or more Persons, to exercise
any of said rights, powers, and privileges in respect of any of said
instruments;
(b) To sell, exchange, lend, pledge, mortgage,
hypothecate, lease, or write options with respect to or otherwise deal in any
property rights relating to any or all of the assets of the Trust or any Series;
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(c) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property; and to execute
and deliver proxies or powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees shall deem
proper;
(d) To exercise powers and right of subscription or
otherwise which in any manner arise out of ownership of securities;
(e) To hold any security or property in a form not
indicating that it is trust property, whether in bearer, unregistered or other
negotiable form, or in its own name or in the name of a custodian or
subcustodian or a nominee or nominees or otherwise or to authorize the custodian
or a subcustodian or a nominee or nominees to deposit the same in a securities
depository, subject in each case to the applicable provisions of the 1940 Act;
(f) To consent to, or participate in, any plan for
the reorganization, consolidation or merger of any corporation or issuer of any
security which is held in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property by such corporation or issuer; and to pay
calls or subscriptions with respect to any security held in the Trust;
(g) To join with other security holders in acting
through a committee, depository, voting trustee or otherwise, and in that
connection to deposit any security with, or transfer any security to, any such
committee, depository or trustee, and to delegate to them such power and
authority with relation to any security (whether or not so deposited or
transferred) as the Trustees shall deem proper, and to agree to pay, and to pay,
such portion of the expenses and compensation of such committee, depository or
trustee as the Trustees shall deem proper;
(h) To litigate, compromise, arbitrate, settle or
otherwise adjust claims in favor of or against the Trust or a Series, or any
matter in controversy, including but not limited to claims for taxes;
(i) To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(j) To borrow funds or other property in the name of
the Trust or Series exclusively for Trust (or such Series) purposes;
(k) 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;
(l) To purchase and pay for entirely out of Trust
Property such insurance as the Trustees may deem necessary, desirable or
appropriate for the conduct of the business, including insurance policies
insuring the assets of the Trust or payment of distributions and principal on
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its portfolio investments, and insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, Investment Adviser, principal
underwriters, or independent contractors of the Trust, individually against all
claims and liabilities of every nature arising by reason of holding Shares,
holding, being or having held any such office or position, or by reason of any
action alleged to have been taken or omitted by any such Person as Trustee,
officer, employee, agent, Investment Adviser, Principal Underwriter, or
independent contractor, including any action taken or omitted that may be
determined to constitute negligence, whether or not the Trust would have the
power to indemnify such Person against liability;
(m) To adopt, establish and carry out pension,
profit-sharing, share bonus, share purchase, savings, thrift and other
retirement, incentive and benefit plans, trusts and provisions, including the
purchasing of life insurance and annuity contracts as a means of providing such
retirement and other benefits, for any or all of the Trustees, officers,
employees and agents of the Trust; and
(n) Subject to the 1940 Act, to engage in any other
lawful act or activity in which a statutory trust organized under the Delaware
Act may engage.
The Trust shall not be limited to investing in obligations
maturing before the possible termination of the Trust or one or more of its
Series. The Trust shall not in any way be bound or limited by any present or
future law or custom in regard to investment by fiduciaries. The Trust shall not
be required to obtain any court order to deal with any assets of the Trust or
take any other action hereunder.
Section 4. Payment of Expenses by the Trust. Subject to the
provisions of Article III, Section 6(b), the Trustees are authorized to pay or
cause to be paid out of the principal or income of the Trust or Series, 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 Series that may be
established or designated pursuant to Article III, Section 6, all expenses,
fees, charges, taxes and liabilities incurred or arising in connection with the
Trust or Series, 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, Principal
Underwriter, auditors, counsel, custodian, transfer agent, Shareholder servicing
agent, and such other agents or independent contractors and such other expenses
and charges as the Trustees may deem necessary or proper to incur.
Section 5. 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 Trust,
except that the Trustees shall have power to cause legal title to any Trust
Property to be held by or in the name of one or more of the Trustees, or in the
name of the Trust, or in the name of any other Person as nominee, on such terms
as the Trustees may determine. Upon the resignation, incompetency, bankruptcy,
removal, or death of a Trustee he or she shall automatically cease to have any
such title in any of the Trust Property, and the title of such Trustee in the
Trust Property shall vest automatically in the remaining Trustees. Such vesting
and cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered. The Trustees may determine that the Trust or
11
the Trustees, acting for and on behalf of the Trust, shall be deemed to hold
beneficial ownership of any income earned on the securities owned by the Trust,
whether domestic or foreign.
Section 6. Service Contracts.
(a) The Trustees may, at any time and from time to
time, contract for exclusive or nonexclusive advisory, management and/or
administrative services for the Trust or for any Series with any Person; and any
such contract may contain such other terms as the Trustees may determine,
including authority for the Investment Adviser to determine from time to time
without prior consultation with the Trustees what investments shall be
purchased, held, sold or exchanged and what portion, if any, of the assets of
the Trust shall be held uninvested and to make changes in the Trust's
investments, and such other responsibilities as may specifically be delegated to
such Person.
(b) The Trustees may also, at any time and from time
to time, contract with any Persons, appointing such Persons exclusive or
nonexclusive distributor or Principal Underwriter for the Shares of one or more
of the Series or other securities to be issued by the Trust. Every such contract
may contain such other terms as the Trustees may determine.
(c) The Trustees are also empowered, at any time and
from time to time, to contract with any Persons, appointing such Person(s) to
serve as custodian(s), transfer agent and/or shareholder servicing agent for the
Trust or one or more of its Series. Every such contract shall comply with such
terms as may be required by the Trustees.
(d) The Trustees are further empowered, at any time
and from time to time, to contract with any Persons to provide such other
services to the Trust or one or more of the Series, as the Trustees determine to
be in the best interests of the Trust and the applicable Series.
(e) The fact that:
(i) any of the Shareholders, Trustees, or
officers of the Trust is a shareholder, director, officer,
partner, trustee, employee, Investment Adviser, Principal
Underwriter, distributor, or affiliate or agent of or for any
Person with which an advisory, management or administration
contract, or Principal Underwriter's or distributor's
contract, or transfer, shareholder servicing or other type of
service contract may be made, or that
(ii) any Person with which an advisory,
management or administration contract or Principal
Underwriter's or distributor's contract, or transfer,
shareholder servicing or other type of service contract may be
made also has an advisory, management or administration
contract, or principal underwriter's or distributor's
contract, or transfer, shareholder servicing or other service
contract, or has other business or interests with any other
Person,
12
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, provided approval of each such contract is made pursuant to the
applicable requirements of the 1940 Act.
ARTICLE V.
Shareholders' Voting Powers and Meetings
Subject to the provisions of Article III, Sections 5 and 6(d),
the Shareholders shall have right to vote only (i) for the election or removal
of Trustees as provided in Article IV, Section 1, and (ii) with respect to such
additional matters relating to the Trust as may be required by the applicable
provisions of the 1940 Act, including Section 16(a) thereof, and (iii) on such
other matters as the Trustees may consider necessary or desirable. Provisions
relating to meetings, quorum, required vote, record date and other matters
relating to Shareholder voting rights are as provided in the By-Laws.
ARTICLE VI.
Net Asset Value, Distributions, and Redemptions
Section 1. Determination of Net Asset Value, Net Income, and
Distributions. Subject to Article III, Section 6 hereof, the Trustees, in their
absolute discretion, may prescribe and shall set forth in the By-Laws or in a
duly adopted resolution of the Trustees such bases and time for determining the
per Share net asset value of the Shares of the Trust or any Series (or class)
and the declaration and payment of dividends and distributions on the Shares of
the Trust or any Series (or class), as they may deem necessary or desirable.
Section 2. Redemptions and Repurchases. The Trust shall
purchase such Shares as are offered by any Shareholder for redemption, upon
receipt by the Trust or a Person designated by the Trust that the Trust redeem
such Shares or in accordance with such procedures for redemption as the Trustees
may from time to time authorize; and the Trust will pay therefor the net asset
value thereof, in accordance with the By-Laws and the applicable provisions of
the 1940 Act. Payment for said Shares shall be made by the Trust to the
Shareholder within seven days after the date on which the request for redemption
is received in proper form. The obligation set forth in this Section 2 is
subject to the provision that in the event that any time the New York Stock
Exchange (the "Exchange") is closed for other than weekends or holidays, or if
permitted by the Rules of the Commission during periods when trading on the
Exchange is restricted or during any emergency which makes it impracticable for
the Trust to dispose of the investments of the applicable Series or to determine
fairly the value of the net assets held with respect to such Series or during
any other period permitted by order of the Commission for the protection of
investors, such obligations may be suspended or postponed by the Trustees.
The redemption price may in any case or cases be paid in cash
13
or wholly or partly in kind in accordance with Rule 18f-1 under the 1940 Act if
the Trustees determine that such payment is advisable in the interest of the
remaining Shareholders of the Series of which the Shares are being redeemed.
Subject to the foregoing, the selection and quantity of securities or other
property so paid or delivered as all or part of the redemption price shall be
determined by or under authority of the Trustees. In no case shall the Trust be
liable for any delay of any corporation or other Person in transferring
securities selected for delivery as all or part of any payment in kind.
Section 3. Redemptions at the Option of the Trust. The Trust
shall have the right, at its option, upon 30 days notice to the affected
Shareholder at any time to redeem Shares of any Shareholder at the net asset
value thereof as described in Section 1 of this Article VI: (i) if at such time
such Shareholder owns Shares of any Series having an aggregate net asset value
of less than a minimum value determined from time to time by the Trustees; or
(ii) to the extent that such Shareholder owns Shares of a Series equal to or in
excess of a maximum percentage of the outstanding Shares of such Series
determined from time to time by the Trustees; or (iii) to the extent that such
Shareholder owns Shares equal to or in excess of a maximum percentage,
determined from time to time by the Trustees, of the outstanding Shares of the
Trust.
Section 4. Transfer of Shares. The Trust shall transfer shares
held of record by any Person to any other Person upon receipt by the Trust or a
Person designated by the Trust of a written request therefore in such form and
pursuant to such procedures as may be approved by the Trustees.
ARTICLE VII.
Compensation and Limitation of Liability
Section 1. Compensation of Trustees. Any Trustee, whether or
not he is a salaried officer or employee of the Trust, may be compensated for
his services as Trustee or as a member of a committee of Trustees, or as
chairman of a committee by fixed periodic payments or by fees for attendance at
meetings, by both or otherwise, and in addition may be reimbursed for
transportation and other expenses, all in such manner and amounts as the Board
of Trustees may from time to time determine. Nothing herein shall in any way
prevent the employment of any Trustee to provide advisory, management, legal,
accounting, investment banking or other services to the Trust and to be
specially compensated for such services by the Trust.
Section 2. Limitation of Liability and Indemnification. A
Trustee, when acting in such capacity, shall not be personally liable to any
Person, other than the Trust or a Shareholder to the extent provided in this
Article VII, for any act, omission or obligation of the Trust, of such Trustee
or of any other Trustee. The Trustees shall not be responsible or liable in any
event for any neglect or wrong-doing of any officer, agent, employee, Investment
Adviser or Principal Underwriter of the Trust, nor shall any Trustee be
responsible for the act or omission of any other Trustee, and, subject to the
provisions of the By-Laws, the Trust out of its assets may indemnify and hold
harmless each and every Trustee and officer of the Trust from and against any
and all claims, demands, costs, losses, expenses, and damages whatsoever arising
14
out of or related to such Trustee's or officer's performance of his or her
duties as a Trustee or officer of the Trust.
Every note, bond, contract, instrument, certificate or
undertaking and every other act or thing whatsoever issued, executed or done by
or on behalf of the Trust or the Trustees or any of them in connection with the
Trust shall be conclusively deemed to have been issued, executed or done only in
or with respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.
Section 3. Trustee's Good Faith Action, Expert Advice, No Bond
or Surety. The exercise by the Trustees of their powers hereunder shall be
binding upon everyone interested in or dealing with the Trust. A Trustee shall
be liable to the Trust and to any Shareholder solely for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees may take advice of
counsel or other experts with respect to the meaning and operation of this
Declaration of Trust, and shall be under no liability for any act or omission in
accordance with such advice nor for failing to follow such advice. The Trustees
shall not be required to give any bond as such, nor any surety if a bond is
required.
Section 4. Insurance. The Trustees shall be entitled and
empowered to the fullest extent permitted by law to purchase with Trust assets
insurance for liability and for all expenses reasonably incurred or paid or
expected to be paid by a Trustee or officer in connection with any claim,
action, suit or proceeding in which he or she becomes involved by virtue of his
or her capacity or former capacity with the Trust, whether or not the Trust
would have the power to indemnify him or her against such liability under the
provisions of this Article.
17
ARTICLE VIII.
Miscellaneous
Section 1. Liability of Third Persons Dealing with Trustees.
No Person dealing with the Trustees shall be bound to make any inquiry
concerning the validity of any transaction made or to be made by the Trustees or
to see to the application of any payments made or property transferred to the
Trust or upon its order.
Section 2. Termination of the Trust or Any Series. Unless
terminated as provided herein, the Trust shall continue without limitation of
time. The Trust may be dissolved at any time by the Trustees upon 60 days prior
written notice to the Shareholders. Any Series of Shares may be dissolved at any
time by the Trustees upon 60 days prior written notice to the Shareholders of
such Series. Any action to dissolve the Trust shall be deemed to also be an
action to dissolve each Series and each class thereof.
In accordance with Section 3808 of the Delaware Act, upon
dissolution of the Trust or any Series, as the case may be, after paying or
otherwise providing for all charges, taxes, expenses and liabilities held,
15
severally, with respect to each Series or the applicable Series, 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
Series or the applicable Series, as the case may be, to distributable form in
cash or shares or other securities, and any combination thereof, and distribute
the proceeds held with respect to each Series or the applicable Series, as the
case may be, to the Shareholders of that Series, as a Series, ratably according
to the number of Shares of that Series held by the several Shareholders on the
date of termination.
Section 3. Reorganization and Master/Feeder.
(a) Notwithstanding anything else herein, the
Trustees may, without Shareholder approval unless such approval is required by
the 1940 Act, (i) cause the Trust to convert or merge, reorganize or consolidate
with or into one or more trusts, partnerships, limited liability companies,
associations, corporations or other business entities (or a series of any of the
foregoing to the extent permitted by law) (including trusts, partnerships,
limited liability companies, associations, corporations or other business
entities created by the Trustees to accomplish such conversion, merger,
reorganization or consolidation) so long as the surviving or resulting entity is
an open-end management investment company under the 1940 Act, or is a series
thereof, to the extent permitted by law, and that, in the case of any trust,
partnership, limited liability company, association, corporation or other
business entity created by the Trustees to accomplish such conversion, merger,
reorganization or consolidation, may succeed to or assume the Trust's
registration under the 1940 Act and that, in any case, is formed, organized or
existing under the laws of the United States or of a state, commonwealth,
possession or colony of the United States, (ii) cause the Shares to be exchanged
under or pursuant to any state or federal statute to the extent permitted by
law, (iii) cause the Trust to incorporate under the laws of a state,
commonwealth, possession or colony of the United States (iv) sell or convey all
or substantially all of the assets of the Trust or any Series or Class to
another Series or Class of the Trust or to another trust, partnership, limited
liability company, association, corporation or other business entity (or a
series of any of the foregoing to the extent permitted by law) (including a
trust, partnership, limited liability company, association, corporation or other
business entity created by the Trustees to accomplish such sale and conveyance),
organized under the laws of the United States or of any state, commonwealth,
possession or colony of the United States so long as such trust, partnership,
limited liability company, association, corporation or other business entity is
an open-end management investment company under the 1940 Act and, in the case of
any trust, partnership, limited liability company, association, corporation or
other business entity created by the Trustees to accomplish such sale and
conveyance, may succeed to or assume the Trust's registration under the 1940
Act, for adequate consideration as determined by the Trustees which may include
the assumption of all outstanding obligations, taxes and other liabilities,
accrued or contingent of the Trust or any affected Series or Class, and which
may include Shares of such other Series or Class of the Trust or shares of
beneficial interest, stock or other ownership interest of such trust,
partnership, limited liability company, association, corporation or other
business entity (or series thereof) or (v) at any time sell or convert into
money all or any part of the assets of the Trust or any Series or Class thereof.
Any agreement of merger, reorganization, consolidation or conversion or exchange
16
or certificate of merger, certificate of conversion or other applicable
certificate may be signed by a majority of the Trustees and facsimile signatures
conveyed by electronic or telecommunication means shall be valid.
(b) Pursuant to and in accordance with the provisions
of Section 3815(f) of the Delaware Act, and notwithstanding anything to the
contrary contained in this Declaration of Trust, an agreement of merger or
consolidation approved by the Trustees in accordance with this Section 3 may
effect any amendment to this Declaration of Trust or effect the adoption of a
new governing instrument of the Trust if the Trust is the surviving or resulting
entity in the merger or consolidation.
(c) Notwithstanding anything else herein, the
Trustees may, without Shareholder approval unless such approval is required by
the 1940 Act, invest all or a portion of the Trust Property of any Series, or
dispose of all or a portion of the Trust Property of any Series, and invest the
proceeds of such disposition in interests issued by one or more other investment
companies registered under the 1940 Act. Any such other investment company may
(but need not) be a trust (formed under the laws of the State of Delaware or any
other state or jurisdiction) (or subtrust thereof) which is classified as a
partnership for federal income tax purposes. Notwithstanding anything else
herein, the Trustees may, without Shareholder approval unless such approval is
required by the 1940 Act, cause a Series that is organized in the master/feeder
fund structure to withdraw or redeem its Trust Property from the master fund and
cause such Series to invest its Trust Property directly in securities and other
financial instruments or in another master fund.
Section 4. Amendments. Subject to the provisions of Section 5
of Article III relating to the requirement of Shareholder approval for certain
amendments to this Declaration of Trust or requirements for certain
determinations by the Board of Trustees for certain amendments hereto without
Shareholder approval and any requirements under the 1940 Act requiring
Shareholder approval of an amendment to this Declaration of Trust, the Trustees
may, without any Shareholder vote or approval, amend this Declaration of Trust
by making an amendment to this Declaration of Trust (including Schedule A), an
agreement supplemental hereto, or an amended and restated trust instrument.
Unless otherwise provided by the Trustees, any such amendment will be effective
(i) upon the adoption by a majority of the Trustees then holding office of a
resolution specifying the amendment, supplemental agreement or amendment and
restatement or (ii) upon the execution in writing of an instrument signed by a
majority of the Trustees then holding office specifying the amendment,
supplemental agreement or amended and restated trust instrument. A certification
signed by an officer of the Trust setting forth an amendment to this Declaration
of Trust and reciting that it was duly adopted by the Trustees as aforesaid, or
a copy of the instrument referenced above executed by the Trustees as aforesaid,
shall be conclusive evidence of such amendment when lodged among the records of
the Trust. The certificate of trust of the Trust may be restated and/or amended
by any Trustee as necessary or desirable to reflect any change in the
information set forth therein, and any such restatement and/or amendment shall
be effective immediately upon filing with the Office of the Secretary of State
of the State of Delaware or upon such future date as may be stated therein.
17
Section 5. Filing of Copies, References, Headings. The
original or a copy of this Declaration of Trust shall be kept at the office of
the Trust where it may be inspected by any Shareholder. Anyone dealing with the
Trust may rely on a certificate by an officer of the Trust 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 Declaration of Trust. In this Declaration of Trust, references to this
Declaration of Trust, and all expressions like "herein," "hereof" and
"hereunder," shall be deemed to refer to this Declaration of Trust. 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
Declaration of Trust. Whenever the singular number is used herein, the same
shall include the plural; and the neuter, masculine and feminine genders shall
include each other, as applicable. This Declaration of Trust may be executed in
any number of counterparts each of which shall be deemed an original but all of
which together will constitute one and the same instrument. To the extent
permitted by the 1940 Act, (i) any document, consent, instrument or notice
referenced in or contemplated by this Declaration of Trust or the By-Laws that
is to be executed by one or more Trustees may be executed by means of original,
facsimile or electronic signature and (ii) any document, consent, instrument or
notice referenced in or contemplated by this Declaration of Trust or the By-Laws
that is to be delivered by one or more Trustees may be delivered by facsimile or
electronic means (including e-mail), unless, in the case of either clause (i) or
(ii), otherwise expressly provided herein or in the By-Laws or determined by the
Trustees. The terms "include," "includes" and "including" and any comparable
terms shall be deemed to mean "including, without limitation."
20
Section 6. Applicable Law. This Agreement and Declaration of
Trust is created under and is to be governed by and construed and administered
according to the laws of the State of Delaware and the Delaware Act. The Trust
shall be a Delaware statutory trust pursuant to the Delaware Act, and without
limiting the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a statutory trust.
Section 7. Provisions in Conflict with Law or
---------- -----------------------------------
Regulations.
-----------
(a) The provisions of the Declaration of Trust are
severable, and if the Trustees shall determine, with the advice of counsel, that
any of such provisions is in conflict with the 1940 Act, the regulated
investment company provisions of the Internal Revenue Code or with other
applicable federal laws and regulations, the conflicting provision shall be
deemed never to have constituted a part of the Declaration of Trust; provided,
however, that such determination shall not affect any of the remaining
provisions of the Declaration of Trust or render invalid or improper any action
taken or omitted prior to such determination.
(b) If any provision of the Declaration of Trust
shall be held invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such jurisdiction and
shall not in any manner affect such provision in any other jurisdiction or any
other provision of the Declaration of Trust in any jurisdiction.
Section 8. Statutory Trust Only. It is the intention of the
Trustees to create a statutory trust pursuant to the Delaware Act, and thereby
18
to create only the relationship of trustee and beneficial owners within the
meaning of such Act between the Trustees and each Shareholder. It is not the
intention of the Trustees to create a general partnership, limited partnership,
joint stock association, corporation, bailment, joint venture, or any form of
legal relationship other than a statutory trust pursuant to the Delaware Act.
Nothing in this Declaration of Trust shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners or members of
a joint stock association.
Section 9. Use of the Name "The Vanguard Group, Inc.". The
name "The Vanguard Group, Inc." and any variants thereof and all rights to the
use of the name "The Vanguard Group, Inc." or any variants thereof shall be the
sole and exclusive property of The Vanguard Group, Inc. ("VGI"). VGI has
permitted the use by the Trust of the identifying word "Vanguard" and the use of
the name "Vanguard" as part of the name of the Trust and the name of any Series
of Shares. Upon the Trust's withdrawal from the Amended and Restated Funds'
Service Agreement among the Trust, the other investment companies within the
Vanguard Group of Investment Companies and VGI, and upon the written request of
VGI, the Trust and any Series of Shares thereof shall cease to use or in any way
to refer to itself as related to "The Vanguard Group, Inc." or any variant
thereof.
Section 10. Derivative Actions. In addition to the
requirements set forth in Section 3816 of the Delaware Act, a Shareholder may
bring a derivative action on behalf of the Trust only if the following
conditions are met:
(a) The Shareholder or Shareholders must make a pre-suit demand upon the
Trustees to bring the subject action unless an effort to cause the Trustees to
bring such an action is not likely to succeed. For purposes of this Section
10(a), a demand on the Trustees shall only be deemed not likely to succeed and
therefore excused if a majority of the Board of Trustees, or a majority of any
committee established to consider the merits of such action, is composed of
Trustees who are not "independent trustees" (as that term is defined in the
Delaware Act).
(b) Unless a demand is not required under paragraph (a) of this Section 10,
Shareholders eligible to bring such derivative action under the Delaware Act who
collectively hold at least 10% of the outstanding Shares of the Trust, or who
collectively hold at least 10% of the outstanding Shares of the Series or class
to which such action relates, shall join in the request for the Trustees to
commence such action; and
(c) Unless a demand is not required under paragraph (a) of this Section 10, the
Trustees must be afforded a reasonable amount of time to consider such
Shareholder request and to investigate the basis of such claim. The Trustees
shall be entitled to retain counsel or other advisors in considering the merits
of the request and shall require an undertaking by the Shareholders making such
request to reimburse the Trust for the expense of any such advisors in the event
that the Trustees determine not to bring such action.
19
SCHEDULE A
VANGUARD TAX-MANAGED FUNDS
SERIES AND CLASSES OF THE TRUST
SERIES CLASSES
Vanguard Tax-Managed Balanced Fund Investor
Vanguard Tax-Managed Capital Appreciation Fund Investor, Admiral, Institutional
Vanguard Tax-Managed Growth and Income Fund Investor, Admiral, Institutional
Vanguard Tax-Managed International Fund Investor, ETF, Institutional
Vanguard Tax-Managed Small-Cap Fund Investor, Institutional
TABLE OF CONTENTS
Page
ARTICLE I. Name and Definitions.................................................................................. 1
Section 1. Name..................................................................................... 1
Section 2. Definitions.............................................................................. 1
(a) Amended Declaration of Trust.................................................................... 2
(b) By-Laws......................................................................................... 2
(c) Commission...................................................................................... 2
(d) Declaration of Trust............................................................................ 2
(e) Delaware Act.................................................................................... 2
(f) Interested Person............................................................................... 2
(g) Investment Adviser or Adviser................................................................... 2
(h) 1940 Act........................................................................................ 2
(i) Original Declaration of Trust................................................................... 2
(j) Principal Underwriter........................................................................... 2
(k) Prior Declaration of Trust...................................................................... 2
(l) Person.......................................................................................... 2
(m) Series.......................................................................................... 2
(n) Shareholder..................................................................................... 2
(o) Shares.......................................................................................... 3
(p) Trust........................................................................................... 3
(q) Trustees or Board of Trustees................................................................... 3
(r) Trust Property.................................................................................. 3
ARTICLE II. Purpose of Trust..................................................................................... 3
ARTICLE III. Shares.............................................................................................. 3
Section 1. Division of Beneficial Interest.......................................................... 3
Section 2. Ownership of Shares...................................................................... 4
Section 3. Investments in the Trust................................................................. 4
Section 4. Status of Shares and Limitation of Personal
Liability.............................................................................. 4
Section 5. Power of Board of Trustees to Change
Provisions Relating to Shares.......................................................... 5
Section 6. Establishment and Designation of Shares.................................................. 5
(a) Assets Held with Respect to a Particular Series................................................. 6
(b) Liabilities Held with Respect to a
Particular Series............................................................................. 6
(c) Dividends, Distributions, Redemptions, and
Repurchases................................................................................... 7
(d) Voting.......................................................................................... 7
(e) Equality........................................................................................ 7
(f) Fractions....................................................................................... 7
(g) Exchange Privilege.............................................................................. 7
(h) Combination of Series........................................................................... 7
(i) Elimination of Series........................................................................... 7
ARTICLE IV. The Board of Trustees................................................................................ 8
Section 1. Number, Election and Tenure.............................................................. 8
Section 2. Effect of Death, Resignation, etc.
of a Trustee........................................................................... 8
Section 3. Powers................................................................................... 8
Section 4. Payment of Expenses by the Trust......................................................... 11
Section 5. Ownership of Assets of the Trust......................................................... 11
Section 6. Service Contracts........................................................................ 12
ARTICLE V. Shareholders' Voting Powers and Meetings.............................................................. 13
ARTICLE VI. Net Asset Value, Distributions, and Redemptions...................................................... 13
Section 1. Determination of Net Asset Value, Net
Income, and Distributions.............................................................. 13
Section 2. Redemptions and Repurchases.............................................................. 13
Section 3. Redemptions at the Option of the Trust................................................... 14
Section 4. Transfer of Shares....................................................................... 14
ARTICLE VII. Compensation and Limitation of Liability............................................................ 14
Section 1. Compensation of Trustees................................................................. 14
Section 2. Limitation of Liability and Indemnification.............................................. 14
Section 3. Trustee's Good Faith Action, Expert
Advice, No Bond or Surety.............................................................. 15
Section 4. Insurance................................................................................ 15
ARTICLE VIII. Miscellaneous...................................................................................... 15
Section 1. Liability of Third Persons Dealing
with Trustees.......................................................................... 15
Section 2. Termination of the Trust or Any Series................................................... 15
Section 3. Reorganization and Master/Feeder......................................................... 16
Section 4. Amendments............................................................................... 17
Section 5. Filing of Copies, References, Headings................................................... 18
Section 6. Applicable Law........................................................................... 18
Section 7. Provisions in Conflict with Law or Regulations........................................... 18
Section 8. Statutory Trust Only..................................................................... 19
Section 9. Use of the Name "The Vanguard Group, Inc."............................................... 19
Section 10. Derivatives Actions...................................................................... 19
