AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
▇▇▇▇▇▇▇▇▇▇▇ STRATEGIC INCOME FUND
AMENDED AND RESTATED DECLARATION OF TRUST, is made as of
January 10, 1996, by and among the individuals executing this
Amended and Restated Declaration of Trust, as the Trustees.
WHEREAS, the Trustees established ▇▇▇▇▇▇▇▇▇▇▇ Strategic Funds
Trust, initially named "▇▇▇▇▇▇▇▇▇▇▇ Total Income Fund" (the
"Trust"), a trust fund under the laws of the Commonwealth of
Massachusetts, for the investment and reinvestment of funds
contributed thereto, under a Declaration of Trust dated May 1,
1989, as amended pursuant to an Amended Declaration of Trust dated
August 9, 1989, and further amended May 19, 1992, November 30,
1992, November 26, 1993, December 14, 1993 and March 16, 1995;
WHEREAS, the Trustees of the Fund have determined to amend the
Fund's Declaration of Trust to change the Fund's name to
▇▇▇▇▇▇▇▇▇▇▇ Strategic Income Fund, pursuant to the provisions
thereof;
NOW, THEREFORE, the Trustees declare that all money and
property contributed to the trust fund hereunder shall henceforth
be held and managed under this Amended and Restated Declaration of
Trust IN TRUST as herein set forth below.
FIRST: This Trust shall be known as ▇▇▇▇▇▇▇▇▇▇▇ STRATEGIC
INCOME FUND. As of the date of this Amended and Restated
Declaration of Trust, the principal address of ▇▇▇▇▇▇▇▇▇▇▇
Strategic Income Fund is ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, and its resident agent in the Commonwealth of Massachusetts
is Massachusetts Mutual Life Insurance Company, Attention: Legal
Department, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
SECOND: Whenever used herein, unless otherwise required by
the context or specifically provided:
1. All terms used in this Declaration of Trust that are
defined in the 1940 Act (defined below) shall have the meanings
given to them in the 1940 Act.
2. "Board" or "Board of Trustees" or the "Trustees" means
the Board of Trustees of the Trust.
3. "By-Laws" means the By-Laws of the Trust as amended from
time to time.
4. "Class" means a class of a series of shares established
and designated under or in accordance with the provisions of
Article FOURTH.
5. "Commission" means the Securities and Exchange
Commission.
6. "Declaration of Trust" shall mean this Amended and
Restated Declaration of Trust as it may be amended or restated from
time to time.
7. The "1940 Act" refers to the Investment Company Act of
1940 and the Rules and Regulations of the Commission thereunder,
all as amended from time to time.
8. "Series" refers to series of shares established and
designated under or in accordance with the provisions of Article
FOURTH.
9. "Shareholder" means a record owner of Shares of the
Trust.
10. "Shares" refers to the transferable units of interest
into which the beneficial interest in the Trust or any Series or
Class of the Trust (as the context may require) shall be divided
from time to time and includes fractions of Shares as well as whole
Shares.
11. The "Trust" refers to the Massachusetts business trust
created by this Declaration of Trust, as amended or restated from
time to time.
12. "Trustees" refers to the individual trustees in their
capacity as trustees hereunder of the Trust and their successor or
successors for the time being in office as such trustees.
THIRD: The purpose or purposes for which the Trust is formed
and the business or objects to be transacted, carried on and
promoted by it are as follows:
1. To hold, invest or reinvest its funds, and in connection
therewith to hold part or all of its funds in cash, and to purchase
or otherwise acquire, hold for investment or otherwise, sell, sell
short, assign, negotiate, transfer, exchange or otherwise dispose
of or turn to account or realize upon, securities (which term
"securities" shall for the purposes of this Declaration of Trust,
without limitation of the generality thereof, be deemed to include
any stocks, shares, bonds, financial futures contracts, indexes,
debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instruments representing
rights to receive, purchase or subscribe for the same, or
evidencing or representing any other rights or interests therein,
or in any property or assets) created or issued by any issuer
(which term "issuer" shall for the purposes of this Declaration of
Trust, without limitation of the generality thereof be deemed to
include any persons, firms, associations, corporations, syndicates,
business trusts, partnerships, investment companies, combinations,
organizations, governments, or subdivisions thereof) and in
financial instruments (whether they are considered as securities or
commodities); and to exercise, as owner or holder of any securities
or financial instruments, all rights, powers and privileges in
respect thereof; and to do any and all acts and things for the
preservation, protection, improvement and enhancement in value of
any or all such securities or financial instruments.
2. To borrow money and pledge assets in connection with any
of the objects or purposes of the Trust, and to issue notes or
other obligations evidencing such borrowings, to the extent
permitted by the 1940 Act and by the Trust's fundamental investment
policies under the 1940 Act.
3. To issue and sell its Shares in such Series and Classes
and amounts and on such terms and conditions, for such purposes and
for such amount or kind of consideration (including without
limitation thereto, securities) now or hereafter permitted by the
laws of the Commonwealth of Massachusetts and by this Declaration
of Trust, as the Trustees may determine.
4. To purchase or otherwise acquire, hold, dispose of,
resell, transfer, reissue or cancel its Shares, or to 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 have been established and designated from time to
time, all without the vote or consent of the Shareholders of the
Trust, in any manner and to the extent now or hereafter permitted
by this Declaration of Trust.
5. To conduct its business in all its branches at one or
more offices in New York, Colorado and elsewhere in any part of
the world, without restriction or limit as to extent.
6. To carry out all or any of the foregoing objects and
purposes as principal or agent, and alone or with associates or to
the extent now or hereafter permitted by the laws of Massachusetts,
as a member of, or as the owner or holder of any stock of, or
share or interest in, any issuer, and in connection therewith or
make or enter into such deeds or contracts with any issuers and to
do such acts and things and to exercise such powers, as a natural
person could lawfully make, enter into, do or exercise.
7. To do any and all such further acts and things and to
exercise any and all such further powers as may be necessary,
incidental, relative, conducive, appropriate or desirable for the
accomplishment, carrying out or attainment of all or any of the
foregoing purposes or objects.
The foregoing objects and purposes shall, except as
otherwise expressly provided, be in no way limited or restricted by
reference to, or inference from, the terms of any other clause of
this or any other Article of this Declaration of Trust, and shall
each be regarded as independent and construed as powers as well as
objects and purposes, and the enumeration of specific purposes,
objects and powers shall not be construed to limit or restrict in
any manner the meaning of general terms or the general powers of
the Trust now or hereafter conferred by the laws of the
Commonwealth of Massachusetts nor shall the expression of one thing
be deemed to exclude another, though it be of a similar or
dissimilar nature, not expressed; provided, however, that the Trust
shall not carry on any business, or exercise any powers, in any
state, territory, district or country except to the extent that the
same may lawfully be carried on or exercised under the laws
thereof.
FOURTH:
1. The beneficial interests in the Trust shall be divided
into Shares, all without par value, but the Trustees shall have the
authority from time to time, without obtaining shareholder
approval, to create one or more Series of Shares in addition to the
Series specifically established and designated in part 3 of this
Article FOURTH, and to divide the shares of any Series into two or
more Classes pursuant to Part 2 of this Article FOURTH, all as they
deem necessary or desirable, to establish and designate such Series
and Classes, and to fix and determine the relative rights and
preferences as between the different Series of Shares or Classes as
to right of redemption and the price, terms and manner of
redemption, liabilities and expenses to be borne by any Series or
Class, special and relative rights as to dividends and other
distributions and on liquidation, sinking or purchase fund
provisions, conversion on liquidation, conversion rights, and
conditions under which the several Series or Classes shall have
individual voting rights or no voting rights. Except as aforesaid,
all Shares of the different Series shall be identical.
(a) The number of authorized Shares and the number of
Shares of each Series and each Class of a Series that may be issued
is unlimited, and the Trustees may issue Shares of any Series or
Class of any Series 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. The Trustees
may classify or reclassify any unissued Shares or any Shares
previously issued and reacquired of any Series into one or more
Series or Classes of Series 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 reacquired by the
Trust.
(b) The establishment and designation of any Series or
any Class of any Series in addition to that established and
designated in part 3 of this Article FOURTH shall be effective
upon the execution by a majority of the Trustees of an instrument
setting forth such establishment and designation and the relative
rights and preferences of such Series or such Class of such Series
or as otherwise provided in such instrument. At any time that
there are no Shares outstanding of any particular Series previously
established and designated, the Trustees may by an instrument
executed by a majority of their number abolish that Series and the
establishment and designation thereof. Each instrument referred to
in this paragraph shall be an amendment to this Declaration of
Trust, and the Trustees may make any such amendment without
shareholder approval.
(c) 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 of any Series or Class of
any Series of the Trust 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 of any Series or Class of any Series 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 of such Series or Class generally.
2. The Trustees shall have the authority from time to time,
without obtaining shareholder approval, to divide the Shares of any
Series into two or more Classes as they deem necessary or
desirable, and to establish and designate such Classes. In such
event, each Class of a Series shall represent interests in the
designated Series of the Trust and have such voting, dividend,
liquidation and other rights as may be established and designated
by the Trustees. Expenses related directly or indirectly to the
Shares of a Class of a Series may be borne solely by such Class (as
shall be determined by the Trustees) and, as provided in Article
FIFTH, a Class of a Series may have exclusive voting rights with
respect to matters relating solely to such Class. The bearing of
expenses solely by a Class of Shares of a Series shall be
appropriately reflected (in the manner determined by the Trustees)
in the net asset value, dividend and liquidation rights of the
Shares of such Class of a Series. The division of the Shares of a
Series into Classes and the terms and conditions pursuant to which
the Shares of the Classes of a Series will be issued must be made
in compliance with the 1940 Act. No division of Shares of a Series
into Classes shall result in the creation of a Class of Shares
having a preference as to dividends or distributions or a
preference in the event of any liquidation, termination or winding
up of the Trust, to the extent such a preference is prohibited by
Section 18 of the 1940 Act as to the Trust.
(a) The relative rights and preferences of Shares of
different Classes of Shares of the same Series shall be the same in
all respects except that, and unless and until the Board of
Trustees shall determine otherwise: (i) when a vote of Shareholders
is required under this Declaration of Trust or when a meeting of
Shareholders is called by the Board of Trustees, the Shares of a
Class shall vote exclusively on matters that affect that Class
only; (ii) the liability and expenses related to a Class shall be
borne solely by such Class (as determined and allocated to such
Class by the Trustees from time to time in a manner consistent with
parts 2 and 3 of Article FOURTH); and (iii) pursuant to paragraph
10 of Article NINTH, the Shares of each Class shall have such other
rights and preferences as are set forth from time to time in the
then effective prospectus and/or statement of additional
information relating to the Shares. Dividends and distributions on
Shares of different Classes of the same Series may differ and the
net asset values of Shares of different Classes of the same Series
may differ.
3. Without limiting the authority of the Trustees set forth
in part 1 of this Article FOURTH to establish and designate any
further Series, the Trust has two Series of Shares: "▇▇▇▇▇▇▇▇▇▇▇
Strategic Income Fund," established by the Declaration of Trust
dated May 1, 1989; and "▇▇▇▇▇▇▇▇▇▇▇ Strategic Diversified Income
Fund" established by an Amended and Restated Declaration of Trust
dated November 26, 1993 and December 14, 1993. The Shares of
▇▇▇▇▇▇▇▇▇▇▇ Strategic Income Fund are divided into three classes,
which are designated as follows: (i) the Shares of the Class
outstanding since the inception of the Trust are designated Class
A shares; (ii) the Shares of the Trust initially issued upon the
division of the Shares of that Series into two Classes on November
30, 1992 are designated Class B shares; and (iii) the Shares of the
Class initially issued upon the division of the Shares of that
Series into three Classes pursuant to this Amended and Restated
Declaration of Trust are designated Class C Shares. The Shares of
▇▇▇▇▇▇▇▇▇▇▇ Strategic Diversified Income Fund consist of one class,
which is designated Class C. The Shares of these Series and any
Shares of any further Series or Classes 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
Classes 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 issue or sale of Shares of a
particular Series, 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 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 as
provided in the following sentence, are herein referred to as
"assets belonging to" that Series. 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 (collectively "General Items"), the Trustees
shall allocate such General Items to and among any one or more of
the Series 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 shall belong to that Series. Each such
allocation by the Trustees shall be conclusive and binding upon the
shareholders of all Series for all purposes.
(b) (1) Liabilities Belonging to Series. The
liabilities, expenses, costs, charges and reserves attributable to
each Series shall be charged and allocated to the assets belonging
to each particular Series. Any general liabilities, expenses,
costs, charges and reserves of the Trust which are not identifiable
as belong to any particular Series shall be allocated and charged
by the Trustees to and among any one or more of the Series
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 each Series are herein referred to as
"liabilities belonging 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.
(2) Liabilities Belonging to a Class. If a Series
is divided into more than one Class, the liabilities, expenses,
costs, charges and reserves attributable to a Class shall be
charged and allocated to the Class to which such liabilities,
expenses, costs, charges or reserves are attributable. Any general
liabilities, expenses, costs, charges or reserves belonging to the
Series which are not identifiable as belonging to any particular
Class shall be allocated and charged by the Trustees to and among
any one or more of the 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 allocations in the
two preceding sentences shall be subject to the 1940 Act or any
release, rule, regulation, interpretation or order thereunder,
relating to such allocations. The liabilities, expenses, costs,
charges and reserves allocated and so charged to each Class are
herein referred to as "liabilities belonging to" that Class. Each
allocation of liabilities, expenses, costs, charges and reserves by
the Trustees shall be conclusive and binding upon the holders of
all Classes for all purposes.
(c) Dividends. Dividends and distributions on Shares of
a particular Series or Class may be paid to the holders of Shares
of that Series or Class, 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, from such of the income, capital
gains accrued or realized, and capital and surplus, from the assets
belonging to that Series, as the Trustees may determine, after
providing for actual and accrued liabilities belonging to such
Series or Class. All dividends and distributions on Shares of a
particular Series or Class shall be distributed pro rata to the
holders of such Series or Class in proportion to the number of
Shares of such Series or Class 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. 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 paragraph 13 of Article SEVENTH.
(d) Liquidation. In the event of the liquidation or
dissolution of the Trust, the Shareholders of each Series and all
Classes of each Series that has been established and designated
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 over the liabilities belonging to that Series or Class.
The assets so distributable to the Shareholders of any particular
Class and Series shall be distributed among such Shareholders in
proportion to the number of Shares of such Class of that Series
held by them and recorded on the books of the Trust.
(e) Transfer. All Shares of each particular Series or
Class shall be transferable, but transfers of Shares of a
particular Class and Series will be recorded on the Share transfer
records of the Trust applicable to such Series or Class of that
Series only at such times as Shareholders shall have the right to
require the Trust to redeem Shares of such Series or Class of that
Series and at such other times as may be permitted by the Trustees.
(f) Equality. All Shares of each Series shall represent
an equal proportionate interest in the assets belonging to that
Series (subject to the liabilities belonging to such Series or any
Class of 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 Article FOURTH that may exist with respect
to Shares of the different Classes of a Series. The Trustees may
from time to time divide or combine the Shares of any particular
Class or Series into a greater or lesser number of Shares of that
Class or Series without thereby changing the proportionate
beneficial interest in the assets belonging to that Class or Series
or in any way affecting the rights of Shares of any other Class or
Series and Shares of each Class of a Series shall be equal to each
other Share of such Class.
(g) Fractions. Any fractional Share of any Class and
Series, if any such fractional Share is outstanding, shall carry
proportionately all the rights and obligations of a whole Share of
that Class and Series, including those rights and obligations with
respect to voting, receipt of dividends and distributions,
redemption of Shares, and liquidation of the Trust.
(h) Conversion Rights. Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority
to provide (i) whether holders of Shares of any Series shall have
the right to exchange said Shares into Shares of one or more other
Series of Shares, (ii) whether holders of shares of any Class shall
have the right to exchange said Shares into Shares of one or more
other Classes of the same or a different Series, and/or (iii) that
the Trust shall have the right to carry out the aforesaid
exchanges, in each case in accordance with such requirements and
procedures as may be established by the Trustees.
(i) 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 Class and Series that has been established and
designated. No certification 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 Class
and Series held from time to time by each such Shareholder.
(j) 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 or
sale of Shares that conform to such authorized terms and to reject
any purchase or sale orders for Shares whether or not conforming to
such authorized terms.
FIFTH: The following provisions are hereby adopted with
respect to voting Shares of the Trust and certain other rights:
1. The Shareholders shall have the power to vote (a) for the
election of Trustees when that issue is submitted to them, (b) with
respect to the amendment of this Declaration of Trust except where
the Trustees are given authority to amend the Declaration of Trust
without shareholder approval, (c) to the same extent as the
shareholders of a Massachusetts business corporation, as to whether
or not a court action, proceeding or claim should be brought or
maintained derivatively or as a Class action on behalf of the Trust
or the Shareholders, and (d) with respect to those matters relating
to the Trust as may be required by the 1940 Act or required by law,
by this Declaration of Trust, or the By-Laws of the Trust or any
registration statement of the Trust filed with the Commission or
any State, or as the Trustees may consider desirable.
2. The Trust will not hold shareholder meetings unless
required by the 1940 Act, the provisions of this Declaration of
Trust, or any other applicable law, or unless the Trustees
determine to call a meeting of shareholders.
3. At all meetings of Shareholders, each Shareholder shall
be entitled to one vote on each matter submitted to a vote of the
Shareholders of the affected Series for each Share standing in his
name on the books of the Trust on the date, fixed in accordance
with the By-Laws, for determination of Shareholders of the affected
Series entitled to vote at such meeting (except, if the Board so
determines, for Shares redeemed prior to the meeting), and each
such Series shall vote separately ("Individual Series Voting"); a
Series shall be deemed to be affected when a vote of the holders of
that Series on a matter is required by the 1940 Act; provided,
however, that as to any matter with respect to which a vote of
Shareholders is required by the 1940 Act or by any applicable law
that must be complied with, such requirements as to a vote by
Shareholders shall apply in lieu of Individual Series Voting as
described above. If the shares of a Series shall be divided into
Classes as provided in Article FOURTH, the shares of each Class
shall have identical voting rights except that the Trustees, in
their discretion, may provide a Class of a Series with exclusive
voting rights with respect to matters which relate solely to such
Classes. If the Shares of any Series shall be divided into Classes
with a Class having exclusive voting rights with respect to certain
matters, the quorum and voting requirements described below with
respect to action to be taken by the Shareholders of the Class of
such Series on such matters shall be applicable only to the Shares
of such Class. Any fractional Share shall carry proportionately
all the rights of a whole Share, including the right to vote and
the right to receive dividends. The presence in person or by proxy
of the holders of one-third of the Shares, or of the Shares of any
Series or Class of any Series, outstanding and entitled to vote
thereat shall constitute a quorum at any meeting of the
Shareholders or of that Series or Class, respectively; provided
however, that if any action to be taken by the Shareholders or by
a Series or Class at a meeting requires an affirmative vote of a
majority, or more than a majority, of the shares outstanding and
entitled to vote, then in such event the presence in person or by
proxy of the holders of a majority of the shares outstanding and
entitled to vote at such a meeting shall constitute a quorum for
all purposes. At a meeting at which is a quorum is present, a vote
of a majority of the quorum shall be sufficient to transact all
business at the meeting. If at any meeting of the Shareholders
there shall be less than a quorum present, the Shareholders or the
Trustees present at such meeting may, without further notice,
adjourn the same from time to time until a quorum shall attend, but
no business shall be transacted at any such adjourned meeting
except such as might have been lawfully transacted had the meeting
not been adjourned.
4. Each Shareholder, upon request to the Trust in proper
form determined by the Trust, shall be entitled to require the
Trust to redeem from the net assets of that Series all or part of
the Shares of such Series and Class standing in the name of such
Shareholder. The method of computing such net asset value, the
time at which such net asset value shall be computed and the time
within which the Trust shall make payment therefor, shall be
determined as hereinafter provided in Article SEVENTH of this
Declaration of Trust. Notwithstanding the foregoing, the Trustees,
when permitted or required to do so by the 1940 Act, may suspend
the right of the Shareholders to require the Trust to redeem
Shares.
5. No Shareholder shall, as such holder, have any right to
purchase or subscribe for any Shares of the Trust which it may
issue or sell, other than such right, if any, as the Trustees, in
their discretion, may determine.
6. All persons who shall acquire Shares shall acquire the
same subject to the provisions of the Declaration of Trust.
7. Cumulative voting for the election of Trustees shall not
be allowed.
SIXTH:
1. The persons who shall act as initial Trustees until the
first meeting or until their successors are duly chosen and qualify
are the initial trustees executing the original Declaration of
Trust dated May 1, 1989 or any counterpart thereof. However, the
By-Laws of the Trust may fix the number of Trustees at a number
greater or lesser than the number of initial Trustees and may
authorize the Trustees to increase or decrease the number of
Trustees, to fill any vacancies on the Board which may occur for
any reason including any vacancies created by any such increase in
the number of Trustees, to set and alter the terms of office of the
Trustees and to lengthen or lessen their own terms of office or
make their terms of office of indefinite duration, all subject to
the 1940 Act. Unless otherwise provided by the By-Laws of the
Trust, the Trustees need not be Shareholders.
2. A Trustee at any time may be removed either with or
without cause by resolution duly adopted by the affirmative vote of
the holders of two-thirds of the outstanding Shares, present in
person or by proxy at any meeting of Shareholders called for such
purpose; such a meeting shall be called by the Trustees when
requested in writing to do so by the record holders of not less
than ten per centum of the outstanding Shares. A Trustee may also
be removed by the Board of Trustees as provided in the By-Laws of
the Trust.
3. The Trustees shall make available a list of names and
addresses of all Shareholders as recorded on the books of the
Trust, upon receipt of the request in writing signed by not less
than ten Shareholders (who have been shareholders for at least six
months) holding in the aggregate shares of the Trust valued at not
less than $25,000 at current offering price (as defined in the then
effective prospectus and\or statement of additional information
relating to the Shares under the Securities Act of 1933, as amended
from time to time) or holding not less than 1% in amount of the
entire amount of Shares issued and outstanding; such request must
state that such Shareholders wish to communicate with other
Shareholders with a view to obtaining signatures to a request for
a meeting to take action pursuant to part 2 of this Article SIXTH
and be accompanied by a form of communication to the Shareholders.
The Trustees may, in their discretion, satisfy their obligation
under this part 3 by either making available the Shareholder list
to such Shareholders at the principal offices of the Trust, or at
the offices of the Trust's transfer agent, during regular business
hours, or by mailing a copy of such communication and form of
request, at the expense of such requesting Shareholders, to all
other Shareholders, and the Trustees may also take such other
action as may be permitted under Section 16(c) of the 1940 Act.
4. The Trust may at any time or from time to time apply to
the Commission for one or more exemptions from all or part of said
Section 16(c) of the 1940 Act and, if an exemptive order or orders
are issued by the Commission, such order or orders shall be deemed
part of said Section 16(c) for the purposes of parts 2 and 3 of
this Article SIXTH.
SEVENTH: The following provisions are hereby adopted for the
purpose of defining, limiting and regulating the powers of the
Trust, the Trustees and the Shareholders.
1. As soon as any Trustee is duly elected by the
Shareholders or the Trustees and shall have accepted this Trust,
the Trust estate shall vest in the new Trustee or Trustees,
together with the continuing Trustees, without any further act or
conveyance, and he shall be deemed a Trustee hereunder.
2. The death, declination, resignation, retirement, removal,
or incapacity of the Trustees, or any one of them shall not operate
to annul or terminate the Trust but the Trust shall continue in
full force and effect pursuant to the terms of this Declaration of
Trust.
3. The assets of the Trust shall be held separate and apart
from any assets now or hereafter held in any capacity other than as
Trustee hereunder by the Trustees or any successor Trustees. All
of the assets of the Trust shall at all times be considered as
vested in the Trustees. No Shareholder shall have, as a holder of
beneficial interest in the Trust, any authority, power or right
whatsoever to transact business for or on behalf of the Trust, or
on behalf of the Trustees, in connection with the property or
assets of the Trust, or in any part thereof.
4. The Trustees in all instances shall act as principals,
and are and shall be free from the control of the Shareholders.
The Trustees shall have full power and authority to do any and all
acts and to make and execute, and to authorize the officers and
agents of the Trust to make and execute, any and all contracts and
instruments that they may consider necessary or appropriate in
connection with the management of the Trust. The Trustees shall
not in any way be bound or limited by present or future laws or
customs in regard to Trust investments, but shall have full
authority and power to make any and all investments which they, in
their uncontrolled discretion, shall deem proper to accomplish the
purpose of this Trust. Subject to any applicable limitation in this
Declaration of Trust or by the By-Laws of the Trust, the Trustees
shall have power and authority:
(a) to adopt By-Laws not inconsistent with this
Declaration of Trust providing for the conduct of the business of
the Trust and to amend and repeal them to the extent that they do
not reserve that right to the Shareholders;
(b) to elect and remove such officers and appoint and
terminate such officers as they consider appropriate with or
without cause, and to appoint and designate from among the Trustees
such committees as the Trustees may determine, and to terminate any
such committee and remove any member of such committee;
(c) to employ as custodian of any assets of the Trust a
bank or trust company or any other entity qualified and eligible to
act as a custodian, subject to any conditions set forth in this
Declaration of Trust or in the By-Laws;
(d) to retain a transfer agent and shareholder servicing
agent, or both;
(e) to provide for the distribution of Shares either
through a principal underwriter or the Trust itself or both;
(f) to set record dates in the manner provided for in
the By-Laws of the Trust;
(g) to delegate such authority as they consider
desirable to any officers of the Trust and to any agent, custodian
or underwriter;
(h) to vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property
held in Trust hereunder; and to execute and deliver 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;
(i) to exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of securities
held in trust hereunder;
(j) to hold any security or property in a form not
indicating any trust, whether in bearer, unregistered or other
negotiable form, either in its own name or in the name of a
custodian or a nominee or nominees, subject in either case to
proper safeguards according to the usual practice of Massachusetts
business trusts or investment companies;
(k) to consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
concern, any security of which is held in the Trust; to consent to
any contract, lease, mortgage, purchase, or sale of property by
such corporation or concern, and to pay calls or subscriptions with
respect to any security held in the Trust;
(l) 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;
(m) to make, in the manner provided in the By-Laws,
distributions of income and of capital gains to Shareholders;
(n) to borrow money to the extent and in the manner
permitted by the 1940 Act and the Trust's fundamental policy
thereunder as to borrowing;
(o) to enter into investment advisory or management
contracts, subject to the 1940 Act, with any one or more
corporations, partnerships, trusts, associations or other persons;
(p) to change the name of the Trust or any Class or
Series of the Trust as they consider appropriate without prior
shareholder approval; and
(q) to establish officers' and Trustees' fees or
compensation and fees or compensation for committees of the
Trustees to be paid by the Trust or each Series thereof in such
manner and amount as the Trustees may determine.
5. No one dealing with the Trustees shall be under any
obligation to make any inquiry concerning the authority of the
Trustees, or to see to the application of any payments made or
property transferred to the Trustees or upon their order.
6. (a) The Trustees shall have no power to bind any
Shareholder personally 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 personally agree to pay by
way of subscription to any Shares or otherwise. This paragraph
shall not limit the right of the Trustees to assert claims against
any shareholder based upon the acts or omissions of such
shareholder or for any other reason. There is hereby expressly
disclaimed shareholder and Trustee liability for the acts and
obligations of the Trust. Every note, bond, contract or other
undertaking issued by or on behalf of the Trust or the Trustees
relating to the Trust shall include a notice and provision limiting
the obligation represented thereby to the Trust and its assets (but
the omission of such notice and provision shall not operate to
impose any liability or obligation on any Shareholder or Trustee).
(b) Whenever this Declaration of Trust calls for or
permits any action to be taken by the Trustees hereunder, such
action shall mean that taken by the Board of Trustees by vote of
the majority of a quorum of Trustees as set forth from time to time
in the By-Laws of the Trust or as required by the 1940 Act.
(c) The Trustees shall possess and exercise any and all
such additional powers as are reasonably implied from the powers
herein contained such as may be necessary or convenient in the
conduct of any business or enterprise of the Trust, to do and
perform anything necessary, suitable, or proper for the
accomplishment of any of the purposes, or the attainment of any one
or more of the objects, herein enumerated, or which shall at any
time appear conducive to or expedient for the protection or benefit
of the Trust, and to do and perform all other acts and things
necessary or incidental to the purposes herein before set forth, or
that may be deemed necessary by the Trustees.
(d) The Trustees shall have the power, to the extent not
inconsistent with the 1940 Act, to determine conclusively whether
any moneys, securities, or other properties of the Trust are, for
the purposes of this Trust, to be considered as capital or income
and in what manner any expenses or disbursements are to be borne as
between capital and income whether or not in the absence of this
provision such moneys, securities, or other properties would be
regarded as capital or income and whether or not in the absence of
this provision such expenses or disbursements would ordinarily be
charged to capital or to income.
7. The By-Laws of the Trust may divide the Trustees into
Classes and prescribe the tenure of office of the several Classes,
but no Class of Trustee shall be elected for a period shorter than
that from the time of the election following the division into
Classes until the next meeting and thereafter for a period shorter
than the interval between meetings or for a period longer than five
years, and the term of office of at least one Class shall expire
each year.
8. The Shareholders shall have the right to inspect the
records, documents, accounts and books of the Trust, subject to
reasonable regulations of the Trustees, not contrary to
Massachusetts law, as to whether and to what extent, and at what
times and places, and under what conditions and regulations, such
right shall be exercised.
9. Any officer elected or appointed by the Trustees or by
the Shareholders or otherwise, may be removed at any time, with or
without cause, in such lawful manner as may be provided in the By-
Laws of the Trust.
10. The Trustees shall have power to hold their meetings, to
have an office or offices and, subject to the provisions of the
laws of Massachusetts, to keep the books of the Trust outside of
said Commonwealth at such places as may from time to time be
designated by them. Action may be taken by the Trustees without a
meeting by unanimous written consent or by telephone or similar
method of communication.
11. Securities held by the Trust shall be voted in person or
by proxy by the President or a Vice-President, or such officer or
officers of the Trust as the Trustees shall designate for the
purpose, or by a proxy or proxies thereunto duly authorized by the
Trustees, except as otherwise ordered by vote of the holders of a
majority of the Shares outstanding and entitled to vote in respect
thereto.
12. (a) Subject to the provisions of the 1940 Act, any
Trustee, officer or employee, individually, or any partnership of
which any Trustee, officer or employee may be a member, or any
corporation or association of which any Trustee, officer or
employee may be an officer, partner, director, trustee, employee or
stockholder, or otherwise may have an interest, may be a party to,
or may be pecuniarily or otherwise interested in, any contract or
transaction of the Trust, and in the absence of fraud no contract
or other transaction shall be thereby affected or invalidated;
provided that in such case a Trustee, officer or employee or a
partnership, corporation or association of which a Trustee, officer
or employee is a member, officer, director, trustee, employee or
stockholder is so interested, such fact shall be disclosed or shall
have been known to the Trustees including those Trustees who are
not so interested and who are neither "interested" nor "affiliated"
persons as those terms are defined in the 1940 Act, or a majority
thereof; and any Trustee who is so interested, or who is also a
director, officer, partner, trustee, employee or stockholder of
such other corporation or a member of such partnership or
association which is so interested, may be counted in determining
the existence of a quorum at any meeting of the Trustees which
shall authorize any such contract or transaction, and may vote
thereat to authorize any such contract or transaction, with like
force and effect as if he were not so interested.
(b) Specifically, but without limitation of the
foregoing, the Trust may enter into a management or investment
advisory contract or underwriting contract and other contracts
with, and may otherwise do business with any manager or investment
adviser for the Trust and/or principal underwriter of the Shares of
the Trust or any subsidiary or affiliate of any such manager or
investment adviser and/or principal underwriter and may permit any
such firm or corporation to enter into any contracts or other
arrangements with any other firm or corporation relating to the
Trust notwithstanding that the Trustees of the Trust may be
composed in part of partners, directors, officers or employees of
any such firm or corporation, and officers of the Trust may have
been or may be or become partners, directors, officers or employees
of any such firm or corporation, and in the absence of fraud the
Trust and any such firm or corporation may deal freely with each
other, and no such contract or transaction between the Trust and
any such firm or corporation shall be invalidated or in any way
affected thereby, nor shall any Trustee or officer of the Trust be
liable to the Trust or to any Shareholder or creditor thereof or to
any other person for any loss incurred by it or him solely because
of the existence of any such contract or transaction; provided that
nothing herein shall protect any director or officer of the Trust
against any liability to the trust or to its security holders to
which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office.
(c) As used in this paragraph the following terms shall
have the meanings set forth below:
(i) the term "indemnitee" shall mean any present
or former Trustee, officer or employee of the Trust, any present or
former Trustee, partner, Director or officer of another trust,
partnership, corporation or association whose securities are or
were owned by the Trust or of which the Trust is or was a creditor
and who served or serves in such capacity at the request of the
Trust, and the heirs, executors, administrators, successors and
assigns of any of the foregoing; however, whenever conduct by an
indemnitee is referred to, the conduct shall be that of the
original indemnitee rather than that of the heir, executor,
administrator, successor or assignee;
(ii) the term "covered proceeding" shall mean any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, to which
an indemnitee is or was a party or is threatened to be made a
party by reason of the fact or facts under which he or it is an
indemnitee as defined above;
(iii) the term "disabling conduct" shall mean
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office in
question;
(iv) the term "covered expenses" shall mean
expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by an
indemnitee in connection with a covered proceeding; and
(v) the term "adjudication of liability" shall
mean, as to any covered proceeding and as to any indemnitee, an
adverse determination as to the indemnitee whether by judgment,
order, settlement, conviction or upon a plea of nolo contendere or
its equivalent.
(d) The Trust shall not indemnify any indemnitee for any
covered expenses in any covered proceeding if there has been an
adjudication of liability against such indemnitee expressly based
on a finding of disabling conduct.
(e) Except as set forth in paragraph (d) above, the
Trust shall indemnify any indemnitee for covered expenses in any
covered proceeding, whether or not there is an adjudication of
liability as to such indemnitee, such indemnification by the Trust
to be to the fullest extent now or hereafter permitted by any
applicable law unless the By-laws limit or restrict the
indemnification to which any indemnitee may be entitled. The Board
of Trustees may adopt bylaw provisions to implement sub-paragraphs
(c), (d) and (e) hereof.
(f) Nothing herein shall be deemed to affect the right
of the Trust and/or any indemnitee to acquire and pay for any
insurance covering any or all indemnities to the extent permitted
by applicable law or to affect any other indemnification rights to
which any indemnitee may be entitled to the extent permitted by
applicable law. Such rights to indemnification shall not, except as
otherwise provided by law, be deemed exclusive of any other rights
to which such indemnitee may be entitled under any statute now or
hereafter enacted, By-Law, contract or otherwise.
13. The Trustees are empowered, in their absolute discretion,
to establish bases or times, or both, for determining the net asset
value per Share of any Class and Series in accordance with the 1940
Act and to authorize the voluntary purchase by any Class and
Series, either directly or through an agent, of Shares of any Class
and Series upon such terms and conditions and for such
consideration as the Trustees shall deem advisable in accordance
with the 1940 Act.
14. Payment of the net asset value per Share of any Class and
Series properly surrendered to it for redemption shall be made by
the Trust within seven days, or as specified in any applicable law
or regulation, after tender of such stock or request for redemption
to the Trust for such purpose together with any additional
documentation that may be reasonably required by the Trust or its
transfer agent to evidence the authority of the tenderor to make
such request, plus any period of time during which the right of the
holders of the shares of such Class of that Series to require the
Trust to redeem such shares has been suspended. Any such payment
may be made in portfolio securities of that Series and/or in cash,
as the Trustees shall deem advisable, and no Shareholder shall have
a right, other than as determined by the Trustees, to have Shares
redeemed in kind.
15. The Trust shall have the right, at any time and without
prior notice to the Shareholder, to redeem Shares of the Class and
Series held by such Shareholder held in any account registered in
the name of such Shareholder for its current net asset value, if
and to the extent that such redemption is necessary to reimburse
either that Series or Class of the Trust or the distributor (i.e.,
principal underwriter) of the Shares for any loss either has
sustained by reason of the failure of such Shareholder to make
timely and good payment for Shares purchased or subscribed for by
such Shareholder, regardless of whether such Shareholder was a
Shareholder at the time of such purchase or subscription; subject
to and upon such terms and conditions as the Trustees may from time
to time prescribe.
EIGHTH: The name "▇▇▇▇▇▇▇▇▇▇▇" included in the name of the
Trust and of any Series shall be used pursuant to a royalty-free,
non-exclusive license from OppenheimerFunds, Inc. ("OFI"),
incidental to and as part of any one or more advisory, management
or supervisory contracts which may be entered into by the Trust
with OMC. Such license shall allow OMC to inspect and subject to
the control of the Board of Trustees to control the nature and
quality of services offered by the Trust under such name. The
license may be terminated by OMC upon termination of such advisory,
management or supervisory contracts or without cause upon 60 days'
written notice, in which case neither the Trust nor any Series or
Class shall have any further right to use the name "▇▇▇▇▇▇▇▇▇▇▇" in
its name or otherwise and the Trust, the Shareholders and its
officers and Trustees shall promptly take whatever action may be
necessary to change its name and the names of any Series or Classes
accordingly.
NINTH:
1. In case any Shareholder or former Shareholder shall be
held to be personally liable solely by reason of his being or
having been a Shareholder and not because of his acts or omissions
or for some other reason, the Shareholder or former Shareholder (or
the Shareholders, 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 Trust estate to be held harmless from and indemnified against
all loss and expense arising from such liability. The Trust shall,
upon request by the Shareholder, assume the defense of any such
claim made against any Shareholder for any act or obligation of the
Trust and satisfy any judgment thereon.
2. It is hereby expressly declared that a trust and not a
partnership is created hereby. No individual Trustee hereunder
shall have any power to bind the Trust, the Trust's officers or any
Shareholder. All persons extending credit to, doing business with,
contracting with or having or asserting any claim against the Trust
or the Trustees shall look only to the assets of the Trust for
payment under any such credit, transaction, contract or claim; and
neither the Shareholders nor the Trustees, nor any of their agents,
whether past, present or future, shall be personally liable
therefor; notice of such disclaimer shall be given in each
agreement, obligation or instrument entered into or executed by the
Trust or the Trustees. Nothing in this Declaration of Trust shall
protect a Trustee against any liability to which such Trustee would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of the office of Trustee hereunder.
3. The exercise by the Trustees of their powers and
discretion hereunder in good faith and with reasonable care under
the circumstances then prevailing, shall be binding upon everyone
interested. Subject to the provisions of paragraph 2 of this
Article NINTH, the Trustees shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees may take advice
of counsel or other experts with respect to the meaning and
operations of this Declaration of Trust, applicable laws,
contracts, obligations, transactions or any other business the
Trust may enter into, and subject to the provisions of paragraph 2
of this Article NINTH, shall be under no liability for any act or
omission in accordance with such advice or for failing to follow
such advice. The Trustees shall not be required to give any bond
as such, nor any surety if a bond is required.
4. This Trust shall continue without limitation of time but
subject to the provisions of sub-sections (a), (b), (c) and (d) of
this paragraph 4.
(a) The Trustees, with the favorable vote of the holders
of a majority of the outstanding voting securities, as defined in
the 1940 Act, of any one or more Series entitled to vote, may sell
and convey the assets of that Series (which sale may be subject to
the retention of assets for the payment of liabilities and
expenses) to another issuer for a consideration which may be or
include securities of such issuer. Upon making provision for the
payment of liabilities, by assumption by such issuer or otherwise,
the Trustees shall distribute the remaining proceeds ratably among
the holders of the outstanding Shares of the Series the assets of
which have been so transferred.
(b) The Trustees, with the favorable vote of the
holders of a majority of the outstanding voting securities, as
defined in the 1940 Act, of any one or more Series entitled to
vote, may at any time sell and convert into money all the assets of
that Series. Upon making provisions for the payment of all
outstanding obligations, taxes and other liabilities, accrued or
contingent, of that Series, the Trustees shall distribute the
remaining assets of that Series ratably among the holders of the
outstanding Shares of that Series.
(c) The Trustees, with the favorable vote of the holders
of a majority of the outstanding voting securities, as defined in
the 1940 Act, of any one or more Series entitled to vote, may
otherwise alter, convert or transfer the assets of that Series or
those Series.
(d) Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in sub-sections (a)
and (b), and in subsection (c) where applicable, the Series the
assets of which have been so transferred shall terminate, and if
all the assets of the Trust have been so transferred, the Trust
shall terminate and the Trustees shall be discharged of any and all
further liabilities and duties hereunder and the right, title and
interest of all parties shall be canceled and discharged.
5. The original or a copy of this instrument and of each
restated declaration of trust or instrument supplemental 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
supplemental or restated declaration of trust shall be filed with
the Secretary of the Commonwealth of Massachusetts, as well as any
other governmental office where such filing may from time to time
be required. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not any
such supplemental or restated declarations of trust have been made
and as to any matters in connection with the Trust hereunder, and,
with the same effect as if it were the original, may rely on a copy
certified by an officer of the Trust to be a copy of this
instrument or of any such supplemental or restated declaration of
trust. In this instrument or in any such supplemental or restated
declaration of trust, references to this instrument, and all
expressions like "herein", "hereof" and "hereunder" shall be deemed
to refer to this instrument as amended or affected by any such
supplemental or restated declaration of trust. This instrument may
be executed in any number of counterparts, each of which shall be
deemed as an original.
6. The Trust set forth in this instrument is created under
and is to be governed by and construed and administered according
to the laws of the Commonwealth of Massachusetts. The Trust shall
be of the type commonly called a Massachusetts business trust, and
without limiting the provisions hereof, the Trust may exercise all
powers which are ordinarily exercised by such a trust.
7. The Board of Trustees is empowered to cause the
redemption of the Shares held in any account if the aggregate net
asset value of such Shares has been reduced to $200 or less upon
such notice to the shareholder in question, with such permission to
increase the investment in question and upon such other terms and
conditions as may be fixed by the Board of Trustees in accordance
with the 1940 Act.
8. In the event that any person advances the organizational
expenses of the Trust, such advances shall become an obligation of
the Trust subject to such terms and conditions as may be fixed by,
and on a date fixed by, or determined with criteria fixed by the
Board of Trustees, to be amortized over a period or periods to be
fixed by the Board.
9. Whenever any action is taken under this Declaration of
Trust including action which is required or permitted by the 1940
Act or any other applicable law, such action shall be deemed to
have been properly taken if such action is in accordance with the
construction of the 1940 Act or such other applicable law then in
effect as expressed in "no action" letters of the staff of the
Commission or any release, rule, regulation or order under the 1940
Act or any decision of a court of competent jurisdiction,
notwithstanding that any of the foregoing shall later be found to
be invalid or otherwise reversed or modified by any of the
foregoing.
10. Any action which may be taken by the Board of Trustees
under this Declaration of Trust or its By-Laws may be taken by the
description thereof in the then effective prospectus and/or
statement of additional information relating to the Shares under
the Securities Act of 1933 or in any proxy statement of the Trust
rather than by formal resolution of the Board.
11. Whenever under this Declaration of Trust, the Board of
Trustees is permitted or required to place a value on assets of the
Trust, such action may be delegated by the Board, and/or determined
in accordance with a formula determined by the Board, to the extent
permitted by the 1940 Act.
12. If authorized by vote of the Trustees and the favorable
vote of the holders of a majority of the outstanding voting
securities, as defined in the 1940 Act, entitled to vote, or by any
larger vote which may be required by applicable law in any
particular case, the Trustees may amend or otherwise supplement
this instrument, by making a Restated Declaration of Trust or a
Declaration of Trust supplemental hereto, which thereafter shall
form a part hereof; any such Supplemental or Restated Declaration
of Trust may be executed by and on behalf of the Trust and the
Trustees by an officer or officers of the Trust.
ORGZN\230#7
IN WITNESS WHEREOF, the undersigned have executed this
instrument as of the 10th day of January, 1995.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
-------------------- -----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇., Trustee
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇ ▇. Steel /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------- -----------------------
▇▇▇ ▇. Steel, Trustee ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ /s/ C. ▇▇▇▇▇▇ ▇▇▇▇
------------------------- -----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Trustee C. ▇▇▇▇▇▇ ▇▇▇▇, Trustee
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- ------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee ▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
▇▇▇▇▇ ▇▇▇▇▇'▇ ▇▇▇ ▇▇▇ ▇▇ - ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, Trustee
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ORGZN\230#7
