Sub-Item 77Q1(a)
AGREEMENT AND DECLARATION OF TRUST
OF
INVESCO MANAGEMENT TRUST
THIS AGREEMENT AND DECLARATION OF TRUST of Invesco Management Trust,
made as of March 26, 2014, among Xxxxx X. Arch, Xxxxx X. Xxxxxx,
Xxxxx X. Xxxxx, Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx,
Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxx Xxxxxx-Xxxxx, Xxxxx Xxxx, Xxxx X.
Xxxxxxxxxxxx, Xxxxxxx Xxxxxxx, Xx., Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx, as
the Trustees, and each person who becomes a Shareholder in accordance with the
terms hereinafter set forth.
W I T N E S S E T H:
WHEREAS the Trust has been formed to carry on the business of an
open-end management investment company as defined in the 1940 Act; and
WHEREAS the Trustees have agreed to manage all property coming into
their hands as trustees of a Delaware statutory trust in accordance with the
provisions of the Delaware Statutory Trust Act, as amended from time to time,
and the provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that:
(i) they will hold all cash, securities and other assets that they may
from time to time acquire in any manner as Trustees hereunder IN TRUST to
manage and dispose of the same upon the following terms and conditions for the
benefit of the holders from time to time of Shares as hereinafter set forth; and
(ii) this Agreement and Declaration of Trust and the Bylaws shall be
binding in accordance with their terms on every Trustee, by virtue of having
become a Trustee of the Trust, and on every Shareholder, by virtue of having
become a Shareholder of the Trust, pursuant to the terms of this Agreement and
the Bylaws.
ARTICLE I
NAME, DEFINITIONS, PURPOSE AND CERTIFICATE OF TRUST
Section 1.1 Name. The Trust shall be known as "Invesco Management Trust,"
and the Board of Trustees may transact the business of the Trust under that
name or any other name as it may from time to time designate. The Trust shall
constitute a Delaware statutory trust in accordance with the Delaware Act.
Section 1.2 Definitions. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a)"Affiliated Person," "Commission," "Company," "Person," and "Principal
Underwriter" shall have the meanings given them in the 1940 Act, as
modified by or interpreted by any applicable order or orders of the
Commission or any rules or regulations adopted or interpretive releases
of the Commission thereunder.
(b)"Agreement" means this Agreement and Declaration of Trust, as it may be
amended or amended, restated or supplemented from time to time;
(c)"allocable" has the meaning specified in Section 2.5(d);
(d)"allocated" has the meaning specified in Section 2.5(d);
(e)"Bylaws" means the Bylaws of the Trust, as from time to time amended;
(f)"Board of Trustees" or "Board" shall mean the governing body of the
Trust, that is comprised of the number of Trustees of the Trust fixed
from time to time pursuant to Article III hereof, having the powers and
duties set forth herein;
(g)"Class" means a portion of Shares of a Portfolio of the Trust
established in accordance with the provisions of Section 2.3(b);
(h)"Class Expenses" means expenses incurred by a particular Class in
connection with a shareholder services arrangement or a distribution
plan that is specific to such Class or any other differing share of
expenses or differing fees, in each case pursuant to a plan adopted by
the Trust pursuant to Rule 18f-3 under the 1940 Act, as such plan or
Rule may be amended from time to time;
(i)"Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder;
(j)"Covered Person" means a person who is or was a Trustee, officer,
employee or agent of the Trust, or is or was serving at the request of
the Trustees as a director, trustee, partner, officer, employee or agent
of a corporation, trust, partnership, joint venture or other enterprise;
(k)"Delaware Act" refers to the Delaware Statutory Trust Act, 12 Del. C.
(S) 3801 et seq., as such Act may be amended from time to time;
(l)"Governing Instrument" means collectively this Agreement, the Bylaws,
all amendments to this Agreement and the Bylaws, all written committee
and sub-committee charters adopted by the Trustees, and every resolution
of the Trustees or any committee or sub-committee of the Trustees that
by its terms is incorporated by reference into this Agreement or stated
to constitute part of the Trust's Governing Instrument, or that is
incorporated herein by Section 2.3 of this Agreement; in each case as of
the date of the adoption of each such resolution or modification thereto;
(m)"Majority Shareholder Vote" means "the vote of a majority of the
outstanding voting securities" (as defined in the 0000 Xxx) of the
Trust, Portfolio, or Class, as applicable;
(n)"Majority Trustee Vote" means the vote of a majority of the Trustees;
(o)"1933 Act" means the Securities Act of 1933, as amended from time to
time, and the rules promulgated thereunder;
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(p)"1940 Act" means the Investment Company Act of 1940, as amended from
time to time, and the rules promulgated thereunder;
(q)"Outstanding Shares" means Shares shown on the books of the Trust or any
Portfolio or the Trust's transfer agent as then issued and outstanding,
and includes Shares of one Portfolio that the Trust has purchased on
behalf of another Portfolio, but excludes Shares of a Portfolio that the
Trust has redeemed or repurchased;
(r)"Portfolio" means a series of Shares of the Trust within the meaning of
Section 3804(a) of the Delaware Act, established in accordance with the
provisions of Section 2.3(a);
(s)"Proportionate Interest" has the meaning specified in Section 2.5(d);
(t)"Purchasing Portfolio" has the meaning specified in Section 2.9;
(u)"Record Owner" means, as of any particular time, a record owner of
Outstanding Shares of the Trust shown on the books of the Trust or any
Portfolio or the Trust's transfer agent as then issued and outstanding
at such time;
(v)"Schedule A" has the meaning specified in Section 2.3(a);
(w)"Selling Portfolio" has the meaning specified in Section 2.9;
(x)"Shareholder" means as of any particular time, an owner of Outstanding
Shares, whether beneficially or of record, of the Trust;
(y)"Shares" means, as to a Portfolio or any Class thereof, the equal
proportionate transferable units of beneficial interest into which the
beneficial interest of such Portfolio or such Class thereof shall be
divided and may include fractions of Shares in 1/1000/th/ of a Share or
integral multiples thereof as well as whole Shares;
(z)"Trust" means Invesco Management Trust, the Delaware statutory trust
formed hereby, and reference to the Trust, when applicable to one or
more Portfolios, shall refer to each such Portfolio;
(aa)"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
or any Portfolio, or by the Trustees on behalf of the Trust or any
Portfolio; and
(bb)"Trustees" means the natural persons who have signed this Agreement as
trustees so long as they shall continue to serve as trustees of the
Trust in accordance with the terms hereof, and all other natural persons
who may from time to time be duly appointed as Trustee in accordance
with the provisions of Section 3.4, or elected as Trustee by the
Shareholders, and reference herein to a Trustee or to the Trustees shall
refer to such natural persons in their capacity as Trustees hereunder.
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In this Agreement or in any amended, restated or supplemented Agreement,
references to this Agreement, and all expressions like "herein," "hereof," and
"hereunder," shall be deemed to refer to this Agreement as amended, restated or
supplemented. All expressions like "his," "he," and "him," shall be deemed to
include the feminine and neuter, as well as masculine, genders.
Section 1.3 Purpose. The purpose of the Trust is to conduct, operate and
carry on the business of an open-end management investment company registered
under the 1940 Act through one or more Portfolios investing primarily in
securities and to carry on such other business as the Trustees may from time to
time determine pursuant to their authority under this Agreement.
Section 1.4 Certificate of Trust. The Trust's Certificate of Trust has been
filed in the office of the Secretary of State of the State of Delaware pursuant
to the Delaware Act.
ARTICLE II
BENEFICIAL INTEREST
Section 2.1 Shares of Beneficial Interest. The Trust is authorized (A) to
issue one or more series of beneficial interests within the meaning of
Section 3804(a) of the Delaware Act, which shall constitute the Trust's
Portfolio(s), and (B) to divide the shares of any Portfolio into one or more
separate and distinct Classes. The beneficial interests of the Trust shall be
divided into an unlimited number of Shares, with par value of $0.01 per Share.
All Shares issued hereunder, including without limitation, Shares issued in
connection with a dividend or other distribution in Shares or a split or
reverse split of Shares, shall be fully paid and nonassessable.
Section 2.2 Issuance of Shares. The Trustees in their discretion may, from
time to time, without vote of the Shareholders, issue Shares, in addition to
the then issued and Outstanding Shares, to such party or parties and for such
amount and type of consideration, subject to applicable law, including cash or
securities, at such time or times and on such terms as the Trustees may deem
appropriate, and may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with, the assumption of
liabilities) and businesses. In connection with any issuance of Shares, the
Trustees may issue fractional Shares. The Trustees may from time to time divide
or combine the Shares into a greater or lesser number without thereby changing
the proportionate beneficial interests in the Trust. Contributions to the Trust
may be accepted for, and Shares shall be redeemed as, whole Shares and/or
1/1,000/th/ of a Share or integral multiples thereof.
Section 2.3 Establishment of Portfolios and Classes.
(a)The Trust shall consist of one or more separate and distinct Portfolios,
each with an unlimited number of Shares unless otherwise specified. The
Trustees hereby establish and designate the Portfolios listed on
Schedule A attached hereto and made a part hereof ("Schedule A"). Each
additional Portfolio shall be established by the adoption of one or more
resolutions by the Trustees. Each such resolution is hereby incorporated
herein by this reference and made a part of the Governing Instrument
whether or not expressly stated in such resolution and may be amended by
a further resolution, and shall be effective upon the occurrence of both
(i) the date stated therein (or, if no such date is stated, upon the
date of such adoption) and (ii) the execution of an amendment either to
this Agreement or to Schedule A hereto establishing and designating such
additional Portfolio or
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Portfolios. The Shares of each Portfolio shall have the relative rights
and preferences provided for herein and such rights and preferences as
may be designated by the Trustees in any amendment or modification to
the Trust's Governing Instrument. The Trust shall maintain separate and
distinct records of each Portfolio and shall hold and account for the
assets belonging thereto separately from the other Trust Property and
the assets belonging to any other Portfolio. Each Share of a Portfolio
shall represent an equal beneficial interest in the net assets belonging
to that Portfolio, except to the extent of Class Expenses and other
expenses separately allocated to Classes thereof (if any Classes have
been established) as permitted herein.
(b)The Trustees may establish one or more Classes of Shares of any
Portfolio, each with an unlimited number of Shares unless otherwise
specified. Each Class so established and designated shall represent a
Proportionate Interest (as defined in Section 2.5(d)) in the net assets
belonging to that Portfolio and shall have identical voting, dividend,
liquidation, and other rights and be subject to the same terms and
conditions, except that (1) Class Expenses allocated to a Class for
which such expenses were incurred shall be borne solely by that Class,
(2) other expenses, costs, charges, and reserves allocated to a Class in
accordance with Section 2.5(e) may be borne solely by that Class,
provided that the allocation of such other expenses, costs, charges, and
reserves is not specifically required to be set forth in a plan adopted
by the Trust pursuant to Rule 18f-3 under the Act, (3) dividends
declared and payable to a Class pursuant to Section 7.1 shall reflect
the items separately allocated thereto pursuant to the preceding
clauses, (4) each Class may have separate rights to convert to another
Class, exchange rights, and similar rights, each as determined by the
Trustees, and (5) each Class may have exclusive voting rights with
respect to matters affecting only that Class. The Trustees hereby
establish for each Portfolio listed on Schedule A the Classes listed
thereon. Each additional Class for any or all Portfolios shall be
established by the adoption of one or more resolutions by the Trustees.
Each such resolution is hereby incorporated herein by this reference and
made a part of the Governing Instrument whether or not expressly stated
in such resolution, and shall be effective upon the occurrence of both
(i) the date stated therein (or, if no such date is stated, upon the
date of such adoption) and (ii) the execution of an amendment to this
Agreement establishing and designating such additional Class or Classes.
Section 2.4 Actions Affecting Portfolios and Classes. Subject to the right
of Shareholders, if any, to vote pursuant to Section 6.1, the Trustees shall
have full power and authority, in their sole discretion without obtaining any
prior authorization or vote of the Shareholders of any Portfolio, or Class
thereof, to establish and designate and to change in any manner any Portfolio
of Shares, or any Class or Classes thereof; to fix or change such preferences,
voting powers, rights, and privileges of any Portfolio, or Classes thereof, as
the Trustees may from time to time determine, including any change that may
adversely affect a Shareholder; to divide or combine the Shares of any
Portfolio, or Classes thereof, into a greater or lesser number; to classify or
reclassify or convert any issued Shares of any Portfolio, or Classes thereof,
into one or more Portfolios or Classes of Shares of a Portfolio; and to take
such other action with respect to the Shares as the Trustees may deem
desirable. A Portfolio and any Class thereof may issue any number of Shares but
need not issue any Shares. At any time that there are no Outstanding Shares of
any particular Portfolio or Class previously
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established and designated, the Trustees may abolish that Portfolio or
Class and the establishment and designation thereof.
Section 2.5 Relative Rights and Preferences. Unless the establishing
resolution or any other resolution adopted pursuant to Section 2.3 otherwise
provides, Shares of each Portfolio or Class thereof established hereunder shall
have the following relative rights and preferences:
(a)Except as set forth in paragraph (e) of this Section 2.5, each Share of
a Portfolio, regardless of Class, shall represent an equal pro rata
interest in the assets belonging to such Portfolio and shall have
identical voting, dividend, liquidation and other rights, preferences,
powers, restrictions, limitations, qualifications and designations and
terms and conditions with each other Share of such Portfolio.
(b)Shareholders shall have no preemptive or other right to subscribe for
new or additional authorized, but unissued Shares or other securities
issued by the Trust, whether of the same or other Portfolio (or Class).
(c)All consideration received by the Trust for the issue or sale of Shares
of a particular Portfolio, 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 be held and accounted for separately from the other assets
of the Trust and of every other Portfolio and may be referred to herein
as "assets belonging to" that Portfolio. The assets belonging to a
particular Portfolio shall belong to that Portfolio for all purposes,
and to no other Portfolio, subject only to the rights of creditors of
that Portfolio. In addition, any assets, income, earnings, profits or
funds, or payments and proceeds with respect thereto, which are not
readily identifiable as belonging to any particular Portfolio shall be
allocated by the Trustees between and among one or more of the
Portfolios in such manner as the Trustees, in their sole discretion,
deem fair and equitable. Each such allocation shall be conclusive and
binding upon the Shareholders of all Portfolios thereof for all
purposes, and such assets, income, earnings, profits, or funds, or
payments and proceeds with respect thereto shall be assets belonging to
that Portfolio.
(d)Each Class of a Portfolio shall have a proportionate undivided interest
(as determined by or at the direction of, or pursuant to authority
granted by, the Trustees, consistent with industry practice)
("Proportionate Interest") in the net assets belonging to that
Portfolio. References herein to assets, expenses, charges, costs, and
reserves "allocable" or "allocated" to a particular Class of a Portfolio
shall mean the aggregate amount of such item(s) of the Portfolio
multiplied by the Class's Proportionate Interest.
(e)A particular Portfolio shall be charged with the liabilities of that
Portfolio, and all expenses, costs, charges and reserves attributable to
any particular Portfolio shall be borne by such Portfolio; provided that
the Trustees may, in their sole discretion, allocate or authorize the
allocation of particular expenses, costs, charges, and/or reserves of a
Portfolio to fewer than all the Classes thereof. Class Expenses shall,
in all cases, be allocated to the Class for which such Class
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Expenses were incurred. Any general liabilities, expenses, costs,
charges or reserves of the Trust (or any Portfolio) that are not readily
identifiable as chargeable to or bearable by any particular Portfolio
(or any particular Class) shall be allocated and charged by the Trustees
between or among any one or more of the Portfolios (or Classes) in such
manner as the Trustees in their sole discretion deem fair and equitable.
Each such allocation shall be conclusive and binding upon the
Shareholders of all Portfolios (or Classes) for all purposes. Without
limitation of the foregoing provisions of this Section 2.5(e), (i) the
debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular Portfolio shall be
enforceable against the assets of such Portfolio only, and not against
the assets of the Trust generally or assets belonging to any other
Portfolio, and (ii) none of the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to
the Trust generally that have not been allocated to a specified
Portfolio, or with respect to any other Portfolio, shall be enforceable
against the assets of such specified Portfolio. Notice of this
contractual limitation on inter-Portfolio liabilities is set forth in
the Trust's Certificate of Trust described in Section 1.4, and,
accordingly, the statutory provisions of Section 3804 of the Delaware
Act relating to limitations on inter-Portfolio liabilities (and the
statutory effect under Section 3804 of setting forth such notice in the
Certificate of Trust) are applicable to the Trust and each Portfolio.
(f)Except as provided for in Section 2.9, Shares redeemed or repurchased by
a Portfolio or the Trust shall be deemed to be canceled.
(g)Any Trustee, officer or other agent of the Trust, and any organization
in which any such Person has an economic or other interest, may acquire,
own, hold and dispose of Shares in the Trust, whether such Shares are
authorized but unissued, or already outstanding, 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 and may purchase such Shares from any
such Person or any such organization, subject to the limitations,
restrictions or other provisions applicable to the sale or purchase of
such shares herein, the 1940 Act and other applicable law.
(h)The Trust may issue Shares in fractional denominations of 1/1000/th/ of
a Share or integral multiples thereof to the same extent as its whole
Shares, and Shares in fractional denominations shall be Shares having
proportionately to the respective fractions represented thereby all the
rights of whole Shares of the same Portfolio (or Class), including
without limitation, the right to vote, the right to receive dividends
and distributions and the right to participate upon termination of the
Trust or any Portfolio, but excluding the right to receive a certificate
representing fractional Shares.
All references to Shares in this Agreement shall be deemed to be shares
of any or all Portfolios, or Classes thereof, as the context may require. All
provisions herein relating to the Trust shall apply equally to each Portfolio
of the Trust, and each Class thereof, except as the context otherwise requires.
Section 2.6 Investment in the Trust. Investments may be accepted by the
Trust from such Persons, at such times, on such terms, and for such
consideration, which may consist of cash or tangible or intangible property or
a combination thereof, as the Trustees from time to
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time may authorize. At the Trustees' sole discretion, such investments, subject
to applicable law, may be in the form of cash or securities in which the
affected Portfolio is authorized to invest, valued as provided in applicable
law. Each such investment shall be recorded in the individual Shareholder's
account in the form of full and fractional Shares of the Trust, in such
Portfolio (or Class) as the Shareholder shall select.
Section 2.7 Personal Liability of Shareholders. No Shareholder of the Trust
shall be personally liable for the debts, liabilities, obligations and expenses
incurred by, contracted for, or otherwise existing with respect to, the Trust
or any Portfolio (or Class) thereof. Neither the Trust nor the Trustees, nor
any officer, employee, or agent of the Trust shall have any power to bind
personally any Shareholder or to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the Shareholder
may at any time personally agree to pay by way of subscription for any Shares
or otherwise. The Shareholders shall be entitled, to the fullest extent
permitted by applicable law, to the same limitation of personal liability as is
extended under the Delaware General Corporation Law to stockholders of private
corporations for profit. Every note, bond, contract or other undertaking issued
by or on behalf of the Trust or the Trustees relating to the Trust or to any
Portfolio shall include a recitation limiting the obligation represented
thereby to the Trust and its assets or to one or more Portfolios and the assets
belonging thereto (but the omission of such a recitation shall not operate to
bind any Shareholder or Trustee of the Trust or otherwise limit any benefits
set forth in the Delaware Act that may be applicable to such Persons).
Section 2.8 Assent to Agreement. Every Shareholder, by virtue of having
purchased a Share, shall be held to have expressly assented to, and agreed to
be bound by, the terms of the Governing Instrument. The death, incapacity,
dissolution, termination or bankruptcy of a Shareholder during the continuance
of the Trust shall not operate to terminate the same nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but only to
rights of said decedent under the Governing Instrument. Ownership of Shares
shall not entitle the Shareholder to any title in or to the whole or any part
of the Trust Property or right to call for a partition or division of the same
or for an accounting, nor shall the ownership of Shares constitute the
Shareholders as partners.
Section 2.9 Purchases of Shares Among Portfolios. The Trust may purchase, on
behalf of any Portfolio (the "Purchasing Portfolio"), Shares of another
Portfolio (the "Selling Portfolio") or any Class thereof. Shares of the Selling
Portfolio so purchased on behalf of the Purchasing Portfolio shall be
Outstanding Shares, and shall have all preferences, voting powers, rights and
privileges established for such Shares.
Section 2.10 Disclosure of Holding. The Shareholders shall upon demand
disclose to the Trustees in writing such information with respect to direct or
indirect ownership of Shares as the Trustees deem to be (i) in the best
interests of the Trust or (ii) necessary to comply with the provisions of the
Code, the 1940 Act or other applicable laws or regulations, or to comply with
the requirements of any other taxing or regulatory authority.
ARTICLE III
THE TRUSTEES
Section 3.1 Management of the Trust. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust to
the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but
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with such powers of delegation as may be permitted by this Agreement. The
Trustees shall have power to conduct the business of the Trust and carry on its
operations in any and all of its branches and maintain offices both within and
without the State of Delaware, in any and all states of the United States of
America, in the District of Columbia, in any and all commonwealths,
territories, dependencies, colonies, or possessions of the United States of
America, and in any and all foreign jurisdictions and to do all such other
things and execute all such instruments as they deem necessary, proper or
desirable in order to promote the interests of the Trust although such things
are not herein specifically mentioned. Any determination as to what is in the
interests of the Trust made by the Trustees in good faith shall be conclusive.
In construing the provisions of this Agreement, the presumption shall be in
favor of a grant of power to the Trustees.
The enumeration of any specific power in this Agreement shall not be
construed as limiting the aforesaid power. The powers of the Trustees may be
exercised without order of or resort to any court or other authority.
Section 3.2 Trustees. The number of Trustees shall be such number as shall
be fixed from time to time by a majority of the Trustees; provided, however,
that the number of Trustees shall in no event be less than two (2) nor more
than fifteen (15). The Trustees as of the date hereof are those first
identified above.
Section 3.3 Terms of Office of Trustees. The Trustees shall hold office
during the lifetime of this Trust, and until its termination as herein
provided; except that (A) any Trustee may resign his trusteeship or may retire
by written instrument signed by him and delivered to the other Trustees, which
shall take effect upon such delivery or upon such later date as is specified
therein; (B) any Trustee may be removed at any time by written instrument,
signed by at least two-thirds of the number of Trustees prior to such removal,
specifying the date when such removal shall become effective; (C) any Trustee
who has died, become physically or mentally incapacitated by reason of disease
or otherwise, or is otherwise unable to serve, may be retired by written
instrument signed by a majority of the other Trustees, specifying the date of
his retirement; (D) a Trustee may be removed at any meeting of the Shareholders
by a vote of the Shareholders owning at least two-thirds of the Outstanding
Shares; and (E) a Trustee shall be retired in accordance with the terms of any
retirement policy adopted by the Trustees and in effect from time to time.
Section 3.4 Vacancies and Appointment of Trustees. In case of the
declination to serve, death, resignation, retirement or removal of a Trustee,
or a Trustee is otherwise unable to serve, or an increase in the size of the
Board of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of
Trustees shall occur, until such vacancy is filled, the other Trustees shall
have all the powers hereunder and the determination of the other Trustees of
such vacancy shall be conclusive. In the case of any vacancy, the remaining
Trustees may fill such vacancy by appointing such other person as they in their
discretion shall see fit, or may leave such vacancy unfilled or may reduce size
of the Board of Trustees to not less than two (2) Trustees. Such appointment
shall be evidenced by a written instrument signed by a majority of the Trustees
in office or by resolution of the Board of Trustees, duly adopted, which shall
be recorded in the minutes of a meeting of the Trustees, whereupon the
appointment shall take effect.
An appointment of a Trustee may be made by the Trustees then in office
in anticipation of a vacancy to occur by reason of retirement, resignation, or
removal of a Trustee, or an increase in the size of the Board of Trustees
effective at a later date, provided that said
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appointment shall become effective only at the time or after the expected
vacancy occurs. As soon as any Trustee appointed pursuant to this Section 3.4
or elected by the Shareholders shall have accepted the Trust and agreed in
writing to be bound by the terms of the Agreement, the Trust estate shall vest
in the new Trustee or Trustees, together with the continuing Trustees, without
any further act or conveyance, and he shall be deemed a Trustee hereunder.
Section 3.5 Temporary Absence of Trustee. Any Trustee may, by power of
attorney, delegate his power for a period not exceeding six months at any one
time to any other Trustee or Trustees, provided that in no case shall fewer
than two Trustees personally exercise the other powers hereunder except as
herein otherwise expressly provided.
Section 3.6 Effect of Death, Resignation, etc. of a Trustee. The declination
to serve, death, resignation, retirement, removal, incapacity, or inability of
the Trustees, or any one of them, shall not operate to terminate the Trust or
to revoke any existing agency created pursuant to the terms of this Agreement.
Section 3.7 Ownership of Assets of the Trust. The assets of the Trust and of
each Portfolio thereof shall be held separate and apart from any assets now or
hereafter held in any capacity other than as Trustee hereunder by the Trustees
or any successor Trustees. Legal title in all of the assets of the Trust and
the right to conduct any business shall at all times be considered as vested in
the Trust, except that the Trustees may 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
any Person as nominee. No Shareholder shall be deemed to have a severable
ownership in any individual asset of the Trust, or belonging to any Portfolio,
or allocable to any Class thereof, or any right of partition or possession
thereof, but each Shareholder shall have, except as otherwise provided for
herein, a proportionate undivided beneficial interest in the Trust or in assets
belonging to the Portfolio (or allocable to the Class) in which the Shareholder
holds Shares. The Shares shall be personal property giving only the rights
specifically set forth in this Agreement or the Delaware Act.
Section 3.8 Legal Standard. The Trustees shall be subject to the same
fiduciary duties to which the directors of a Delaware corporation would be
subject if the Trust were a Delaware corporation, the Shareholders were
shareholders of such Delaware corporation and the Trustees were directors of
such Delaware corporation, and such modified duties shall replace any fiduciary
duties to which the Trustees would otherwise be subject. Without limiting the
generality of the foregoing, all actions and omissions of the Trustees shall be
evaluated under the doctrine commonly referred to as the "business judgment
rule," as defined and developed under Delaware law, to the same extent that the
same actions or omissions of directors of a Delaware corporation in a
substantially similar circumstance would be evaluated under such doctrine.
Notwithstanding the foregoing, the provisions of the Governing Instrument, to
the extent that they modify, restrict or eliminate the duties (including
fiduciary duties), and liabilities relating thereto, of a Trustee otherwise
applicable under the foregoing standard or otherwise existing at law (statutory
or common) or in equity, are agreed by each Shareholder and the Trust to
replace such duties and liabilities of such Trustee under the foregoing
standard or otherwise existing at law (statutory or common) or in equity.
Section 3.9 Other Business Interests. The Trustees shall devote to the
affairs of the Trust such time as may be necessary for the proper performance
of their duties hereunder, but neither the Trustees nor the officers,
directors, shareholders, partners or employees of the Trustees, if any, shall
be expected to devote their full time to the performance of such duties. The
Trustees, or any Affiliated Person, shareholder, officer, director, partner or
employee
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thereof, or any Person owning a legal or beneficial interest therein, may
engage in, or possess an interest in, any business or venture other than the
Trust, of any nature and description, independently or with or for the account
of others. None of the Trust or any Shareholder shall have the right to
participate or share in such other business or venture or any profit or
compensation derived therefrom.
ARTICLE IV
POWERS OF THE TRUSTEES
Section 4.1 Powers. The Trustees in all instances shall act as principals,
and are and shall be free from the control of the Shareholders. The Trustees
shall have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that they may consider necessary
or appropriate in connection with the management of the Trust. Without limiting
the foregoing and subject to any applicable limitation in the Governing
Instrument or applicable law, the Trustees shall have power and authority:
(a)To invest and reinvest cash and other property, and to hold cash or
other property uninvested, without in any event being bound or limited
by any present or future law or custom in regard to investments by
Trustees, and to sell, exchange, lend, pledge, mortgage, hypothecate,
write options on, distribute and otherwise deal with and lease any or
all of the assets of the Trust;
(b)To operate as, and to carry on the business of, an investment company,
and to exercise all the powers necessary and appropriate to the conduct
of such operations;
(c)To borrow money and in this connection issue notes or other evidence of
indebtedness; to secure borrowings by mortgaging, pledging or otherwise
subjecting as security the Trust Property; to endorse, guarantee, or
undertake the performance of an obligation or engagement of any other
Person and to lend Trust Property;
(d)To provide for the distribution of Shares either through a principal
underwriter in the manner hereafter provided for or by the Trust itself,
or both, or otherwise pursuant to a plan of distribution of any kind;
(e)To adopt Bylaws not inconsistent with this Agreement providing for the
conduct of the business of the Trust and to amend and repeal them to the
extent that they do not reserve such right to the Shareholders; such
Bylaws shall be deemed incorporated and included in the Governing
Instrument;
(f)To elect and remove such officers and appoint and terminate such agents
as they consider appropriate;
(g)To employ one or more banks, trust companies or companies that are
members of a national securities exchange or such other domestic or
foreign entities as custodians of any assets of the Trust subject to any
conditions set forth in the Governing Instrument;
(h)To retain one or more transfer agents and shareholder servicing agents;
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(i)To set record dates in the manner provided herein or in the Bylaws;
(j)To delegate such authority as they consider desirable to any officers of
the Trust and to any investment adviser, manager, administrator,
custodian, underwriter or other agent or independent contractor;
(k)To sell or exchange any or all of the assets of the Trust, subject to
the right of Shareholders, if any, to vote on such transaction pursuant
to Section 6.1;
(l)To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver proxies and powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or persons such
power and discretion with relation to securities or property as the
Trustee shall deem proper;
(m)To exercise powers and rights of subscription or otherwise that in any
manner arise out of ownership of securities;
(n)To hold any security or property in a form not indicating any trust,
whether in bearer, book entry, unregistered or other negotiable form; or
either in the name of the Trust or of a Portfolio or a custodian or a
nominee or nominees, subject in either case to proper safeguards
according to the usual practice of Delaware statutory trusts or
investment companies;
(o)To establish separate and distinct Portfolios with separately defined
investment objectives and policies and distinct investment purposes in
accordance with the provisions of Article II hereof and to establish
Classes of such Portfolios having relative rights, powers and duties as
they may provide consistent with this Agreement and applicable law;
(p)Subject to the provisions of Section 3804 of the Delaware Act, to
allocate assets, liabilities and expenses of the Trust to a particular
Portfolio or to apportion the same between or among two or more
Portfolios, provided that any liabilities or expenses incurred by a
particular Portfolio shall be payable solely out of the assets belonging
to that Portfolio as provided for in Article II hereof;
(q)To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, with respect to
any security held in the Trust; to consent to any contract, lease,
mortgage, purchase, or sale of property by such corporation or concern,
and to pay calls or subscriptions with respect to any security held in
the Trust;
(r)To compromise, arbitrate, or otherwise adjust claims in favor of or
against the Trust or any matter in controversy including, but not
limited to, claims for taxes;
(s)To declare and pay dividends and make distributions of income and of
capital gains and capital to Shareholders in the manner hereinafter
provided;
(t)To establish, from time to time, a minimum investment for Shareholders
in the Trust or in one or more Portfolios or Classes, and to require the
redemption of
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the Shares of any Shareholder whose investment is less than such minimum
upon giving notice to such Shareholder;
(u)To redeem or repurchase Shares as provided for in this Agreement, upon
such terms and conditions as the Trustees shall establish;
(v)To establish one or more committees or sub-committees, to delegate any
of the powers of the Trustees to said committees or sub-committees and
to adopt a written charter for one or more of such committees or
sub-committees governing its membership, duties and operations and any
other characteristics as the Trustees may deem proper, each of which
committees and sub-committees may consist of less than the whole number
of Trustees then in office, and may be empowered to act for and bind the
Trustees, the Trust and the Portfolios, as if the acts of such committee
or sub-committee were the acts of all the Trustees then in office;
(w)To interpret the investment policies, practices or limitations of any
Portfolios;
(x)To establish a registered office and have a registered agent in the
State of Delaware;
(y)To enter into joint ventures, general or limited partnerships, limited
liability companies, and any other combinations and associations; and
(z)In general, to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power hereinbefore
set forth, either alone or in association with others, and to do every
other act or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees. Any action by one or
more of the Trustees in their capacity as such hereunder shall be deemed an
action on behalf of the Trust or the applicable Portfolio, and not an action in
an individual capacity.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust.
No one dealing with the Trustees shall be under any obligation to make
any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.
Section 4.2 Issuance, Redemption and Repurchase of Shares. The Trustees
shall have the power to issue, sell, repurchase, redeem, retire, cancel,
acquire, hold, resell, reissue, dispose of, and otherwise deal in Shares and,
subject to the provisions set forth in Articles II and VII hereof, to apply to
any such repurchase, redemption, retirement, cancellation or acquisition of
Shares any funds or property of the Trust, or any assets belonging to the
particular Portfolio or any assets allocable to the particular Class, with
respect to which such Shares are issued.
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Section 4.3 Action by the Trustees. The Board of Trustees or any committee
or sub-committee thereof shall act by majority vote of those present at a
meeting duly called as set forth in the Bylaws at which a quorum required by
the Bylaws is present. Any action that may be taken by the Board of Trustees or
any committee or sub-committee thereof by majority vote at a meeting duly
called and at which a quorum required by the Bylaws is present, may also be
taken by written consent of at least seventy-five percent (75%) of the Trustees
or members of the committee or sub-committee, as the case may be, without a
meeting, provided that the writing or writings are filed with the minutes of
proceedings of the Board or committee or sub-committee. Written consents or
waivers of the Trustees may be executed in one or more counterparts. Any
written consent or waiver may be provided and delivered to the Trust by any
means by which notice may be given to a Trustee. Subject to the requirements of
the Governing Instrument and the 1940 Act, the Trustees by Majority Trustee
Vote may delegate to any Trustee or Trustees or committee or sub-committee of
Trustees, officer or officers of the Trust or any agent of the Trust authority
to approve particular matters or take particular actions on behalf of the Trust
or any Portfolio.
Section 4.4 Principal Transactions. The Trustees may, on behalf of the
Trust, buy any securities from or sell any securities to, or lend any assets of
the Trust to, any Trustee or officer of the Trust or any firm of which any such
Trustee or officer is a member acting as principal, or have any such dealings
with any investment adviser, distributor, or transfer agent for the Trust or
with any Affiliated Person of such Person; and the Trust may employ any such
Person, or firm or Company in which such Person is an Affiliated Person, as
broker, legal counsel, registrar, investment adviser, distributor,
administrator, transfer agent, dividend disbursing agent, custodian, or in any
capacity upon customary terms, subject in all cases to applicable laws, rules,
and regulations and orders of regulatory authorities.
Section 4.5 Payment of Expenses by the Trust. The Trustees are authorized to
pay or cause to be paid out of the principal or income of the Trust or any
Portfolio, or partly out of the principal and partly out of income, and to
charge or allocate to, between or among such one or more of the Portfolios (or
Classes), as they deem fair, all expenses, fees, charges, taxes and liabilities
incurred or arising in connection with the Trust or Portfolio (or Class), or in
connection with the management thereof, including, but not limited to, the
Trustees' compensation and such expenses and charges for the services of the
Trust's officers, employees, investment adviser and manager, administrator,
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 4.6 Trustee Compensation. The Trustees as such shall be entitled to
reasonable compensation from the Trust. They may fix the amount of their
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, administrative, legal, accounting, investment
banking, underwriting, brokerage, or investment dealer or other services and
the payment for the same by the Trust.
Section 4.7 Independent Trustee. A Trustee who is an "independent trustee,"
as that term is defined in the Delaware Act, shall be deemed to be independent
and disinterested for all purposes when making any determinations or taking any
action as a Trustee.
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ARTICLE V
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND
TRANSFER AGENT
Section 5.1 Investment Adviser. The Trustees may in their discretion, from
time to time, enter into an investment advisory or management contract or
contracts with respect to the Trust or any Portfolio whereby the other party or
parties to such contract or contracts shall undertake to furnish the Trustees
with such management, investment advisory, statistical and research facilities
and services and such other facilities and services, if any, and all upon such
terms and conditions, as the Trustees may in their discretion determine.
The Trustees may authorize the investment adviser to employ, from time
to time, one or more sub-advisers to perform such of the acts and services of
the investment adviser, and upon such terms and conditions, as may be agreed
upon among the Trustees, the investment adviser and sub-adviser. Any references
in this Agreement to the investment adviser shall be deemed to include such
sub-advisers, unless the context otherwise requires.
Section 5.2 Other Service Contracts. The Trustees may authorize the
engagement of a principal underwriter, transfer agent, administrator,
custodian, and any other service providers they deem to be in the best interest
of the Trust.
Section 5.3 Parties to Contract. Any contract of the character described in
Sections 5.1 and 5.2 may be entered into with any corporation, firm,
partnership, trust, association or other legal entity, although one or more of
the Trustees or officers of the Trust may be an officer, director, trustee,
shareholder, member, employee or agent or hold any similar office with respect
to such other party to the contract.
Section 5.4 Miscellaneous. The fact that (i) any of the Shareholders,
Trustees or officers of the Trust is a shareholder, director, officer, partner,
trustee, employee, manager, adviser, principal underwriter or distributor or
agent of or for any Company or of or for any parent or affiliate of any
Company, with which an advisory or administration contract, or principal
underwriter's or distributor's contract, or transfer, shareholder servicing,
custodian or other agency contract may have been or may hereafter be made, or
that any such Company, or any parent or affiliate thereof, is a Shareholder or
has an interest in the Trust, or that (ii) any Company with which an advisory
or administration contract or principal underwriter's or distributor's
contract, or transfer, shareholder servicing, custodian, or other agency
contract may have been or may hereafter be made also has an advisory or
administration contract, or principal underwriter's or distributor's contract,
or transfer, shareholder servicing, custodian or other agency contract with one
or more other companies, or has other business or interests shall not affect
the validity of any such contract or disqualify any Shareholder, Trustee or
officer of the Trust from voting upon or executing the same or create any
liability or accountability to the Trust or its Shareholders.
ARTICLE VI
SHAREHOLDERS' VOTING POWERS AND MEETING
Section 6.1 Voting Powers. The Shareholders shall have power to vote only
to: (i) elect Trustees, provided that a meeting of Shareholders has been called
for that purpose; (ii) remove Trustees, provided that a meeting of Shareholders
has been called for that purpose; (iii) approve the sale of all or
substantially all the assets of the Trust or any Portfolio or Class, unless the
primary purpose of such sale is to change the Trust's domicile or form of
organization
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or form of statutory trust; (iv) approve the merger or consolidation of the
Trust or any Portfolio or Class with and into another Company or with and into
any Portfolio or Class of the Trust, unless (A) the primary purpose of such
merger or consolidation is to change the Trust's domicile or form of
organization or form of statutory trust, or (B) after giving effect to such
merger or consolidation, based on the number of Outstanding Shares as of a date
selected by the Trustees, the Shareholders of the Trust or such Portfolio or
Class will have a majority of the outstanding shares of the surviving Company
or Portfolio or Class thereof, as the case may be; (v) approve any amendment to
this Article VI, Section 6.1; and (vi) approve such additional matters as may
be required by law or as the Trustees, in their sole discretion, shall
determine.
Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law or by the
Governing Instrument that may be taken by Shareholders.
On any matter submitted to a vote of the Shareholders, all Shares shall
be voted together, except when required by applicable law or when the Trustees
have determined that the matter affects the interests of one or more Portfolios
(or Classes), then only the Shareholders of all such affected Portfolios (or
Classes) shall be entitled to vote thereon. Each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate fractional vote. The vote
necessary to approve any such matter shall be set forth in the Bylaws.
Shareholders shall not be entitled to cumulative voting in the election
of Trustees or on any other matter.
Only Record Owners shall have the power to cast a vote at a meeting of
Shareholders subject to the voting provisions set forth in the Governing
Instrument. Beneficial owners of Shares who are not Record Owners shall not be
entitled to cast a vote at a meeting of Shareholders but shall be entitled to
provide voting instructions to corresponding Record Owners, subject to any
limitations imposed by applicable law.
Section 6.2 Additional Voting Powers and Voting Requirements for Certain
Actions. Notwithstanding any other provision of this Agreement, the
Shareholders shall have power to vote to approve any amendment to Section 8.4
of this Agreement that would have the effect of reducing the indemnification
provided thereby to Shareholders or former Shareholders, and any repeal or
amendment of this sentence, and any such action shall require the affirmative
vote or consent of Shareholders owning at least sixty-six and two-thirds
percent (66 2/3%) of the Outstanding Shares entitled to vote thereon. In
addition, the removal of one or more Trustees by the Shareholders shall require
the affirmative vote or consent of Shareholders owning at least sixty-six and
two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon.
The voting requirements set forth in this Section 6.2 shall be in
addition to, and not in lieu of, any vote or consent of the Shareholders
otherwise required by applicable law (including, without limitation, any
separate vote by Portfolio (or Class) that may be required by the 1940 Act or
by other applicable law) or by this Agreement.
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ARTICLE VII
DISTRIBUTIONS AND REDEMPTIONS
Section 7.1 Distributions. The Trustees may from time to time declare and
pay dividends and make other distributions with respect to any Portfolio, or
Class thereof, which may be from income, capital gains or capital. The amount
of such dividends or distributions and the payment of them and whether they are
in cash or any other Trust Property shall be wholly in the discretion of the
Trustees, although the Trustees pursuant to Section 4.1(j) may delegate the
authority to set record, declaration, payment and ex-dividend dates, determine
the amount of dividends and distributions and pay such dividends and
distributions. Dividends and other distributions may be paid pursuant to a
standing resolution adopted once or more often as the Trustees determine. The
Trustees shall have the power and authority to amend, correct or change the
amount of any declared dividend or distribution from time to time until such
dividend or distribution has been paid to Shareholders. All dividends and other
distributions on Shares of a particular Portfolio or Class shall be distributed
pro rata to the Record Owners of that Portfolio or Class, as the case may be,
in proportion to the number of Shares of that Portfolio or Class they held on
the record date established for such payment, provided that such dividends and
other distributions on Shares of a Class shall appropriately reflect Class
Expenses and other expenses allocated to that Class. The Trustees may adopt and
offer to Shareholders such dividend reinvestment plans, cash distribution
payment plans, or similar plans as the Trustees deem appropriate.
Section 7.2 Redemptions. Any Record Owner of Shares of a particular
Portfolio, or Class thereof, shall have the right to require the Trust to
redeem his Shares, or any portion thereof, subject to such terms and conditions
as are set forth in the registration statement of the Trust in effect from time
to time. The redemption price may in any case or cases be paid wholly or partly
in kind if the Trustees determine that such payment is advisable in the
interest of the remaining Shareholders of the Portfolio or Class thereof for
which the Shares are being redeemed. Subject to the foregoing, the fair value,
selection and quantity of securities or other property so paid or delivered as
all or part of the redemption price may be determined by or under authority of
the Trustees. In no case shall the Trust be liable for any delay of any Person
in transferring securities selected for delivery as all or part of any payment
in kind.
Section 7.3 Redemption of the Option of the Trust. The Trust shall have the
right, at its option, upon no less than 30 days notice to the affected
Shareholder at any time to redeem Shares of any Shareholder at the net asset
value of such Shares: (A) if at such time such Shareholder owns Shares of any
Portfolio having an aggregate net asset value of less than an amount determined
from time to time by the Trustees; or (B) to the extent that such Shareholder
owns Shares equal to or in excess of a percentage of the outstanding Shares of
the Trust or of any Portfolio, as such percentage may be determined from time
to time, in each case subject to such terms and conditions as are set forth in
the registration statement of the Trust in effect from time to time.
ARTICLE VIII
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 8.1 Limitation of Liability. A Trustee or officer of the Trust, when
acting in such capacity, shall not be personally liable to any person for any
act, omission or obligation of the Trust or any Trustee or officer of the
Trust; provided, however, that nothing contained herein shall protect any
Trustee or officer against any liability to the Trust or to Shareholders to
which
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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 with the Trust.
Section 8.2 Indemnification of Covered Persons. Every Covered Person shall
be indemnified by the Trust to the fullest extent permitted by the Delaware
Act, the Bylaws and other applicable law.
Section 8.3 Insurance. To the fullest extent permitted by applicable law,
the Board of Trustees shall have the authority to purchase with Trust Property
insurance for liability and for all expenses reasonably incurred or paid or
expected to be paid by a Covered Person in connection with any proceeding in
which such Covered Person becomes involved by virtue of such Covered Person's
actions, or omissions to act, in its capacity or former capacity with the
Trust, whether or not the Trust would have the power to indemnify such Covered
Person against such liability.
Section 8.4 Indemnification of Shareholders. In case any Shareholder or
former Shareholder of the Trust shall be held to be personally liable solely by
reason of his being or having been a Shareholder of the Trust or any Portfolio
or Class and not because of his acts or omissions or for some other reason, the
Shareholder or former Shareholder (or his heirs, executors, administrators or
other legal representatives, or, in the case of a corporation or other entity,
its corporate or general successor) shall be entitled, out of the assets
belonging to the applicable Portfolio (or allocable to the applicable Class),
to be held harmless from and indemnified against all loss and expense arising
from such liability in accordance with the Bylaws and applicable law. The
Trust, on behalf of the affected Portfolio (or Class), shall upon request by
the Shareholder, assume the defense of any such claim made against the
Shareholder for any act or obligation of that Portfolio (or Class).
ARTICLE IX
MISCELLANEOUS
Section 9.1 Trust Not a Partnership; Taxation. It is hereby expressly
declared that a trust and not a partnership is created hereby. No Trustee
hereunder shall have any power to bind personally either the Trust's officers
or any Shareholder. All persons extending credit to, contracting with or having
any claim against the Trust or the Trustees in their capacity as such shall
look only to the assets of the appropriate Portfolio or, until the Trustees
shall have established any separate Portfolio, of the Trust for payment under
such credit, contract or claim; and neither the Shareholders, the Trustees, nor
the Trust's officers nor any of the agents of the Trustees whether past,
present or future, shall be personally liable therefor.
The Board of Trustees shall have the power, in its discretion, to make
an initial entity classification election, and to change any such entity
classification election, of the Trust and any Portfolio for U.S. federal income
tax purposes as may be permitted or required under the Code, without the vote
or consent of any Shareholder. In furtherance thereof, the Board of Trustees,
or an appropriate officer as determined by the Board of Trustees, is authorized
(but not required) to make and sign any such entity classification election on
Form 8832, Entity Classification Election (or successor form thereto), on
behalf of the Trust or any Portfolio, sign the consent statement contained
therein on behalf of all of the Shareholders thereof, and file the same with
the U.S. Internal Revenue Service.
Section 9.2 Trustee's Good Faith Action, Expert Advice, No Bond or Surety.
The exercise by the Trustees of their powers and discretion hereunder in good
faith and with
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reasonable care under the circumstances then prevailing shall be binding upon
everyone interested. Subject to the provisions of Article VIII and to
Section 9.1, the Trustees shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Agreement, and
subject to the provisions of Article VIII and Section 9.1, shall be under no
liability for any act or omission in accordance with such advice or for failing
to follow such advice. The Trustees shall not be required to give any bond as
such, nor any surety if a bond is obtained.
Section 9.3 Termination of Trust or Portfolio or Class.
(a)Unless terminated as provided herein, the Trust shall continue without
limitation of time. The Trust may be terminated at any time by the
Trustees by written notice to the Shareholders. Any Portfolio or Class
may be terminated at any time by the Trustees by written notice to the
Shareholders of that Portfolio or Class.
(b)On termination of the Trust or any Portfolio pursuant to paragraph
(a) above,
(1)the Trust or that Portfolio thereafter shall carry on no business
except for the purpose of winding up its affairs,
(2)the Trustees shall (i) proceed to wind up the affairs of the Trust or
that Portfolio, and all powers of the Trustees under this Agreement
with respect thereto shall continue until such affairs have been
wound up, including the powers to fulfill or discharge the contracts
of the Trust or that Portfolio, (ii) collect its assets or the assets
belonging thereto, (iii) sell, convey, assign, exchange, or otherwise
dispose of all or any part of those assets to one or more persons at
public or private sale for consideration that may consist in whole or
in part of cash, securities, or other property of any kind, (iv) pay
or make reasonable provision (including through the use of a
liquidating trust) to pay all claims and obligations of the Trust or
that Portfolio, including all contingent, conditional or unmatured
claims and obligations known to the Trust or that Portfolio, and all
claims and obligations which are known to the Trust or that
Portfolio, but for which the identity of the claimant is unknown, and
claims and obligations that have not been made known to the Trust or
that Portfolio or that have not arisen but that, based on the facts
known to the Trust or that Portfolio, are likely to arise or to
become known to the Trust within 10 years after the date of
dissolution, and (v) do all other acts appropriate to liquidate its
business, and
(3)after paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities, and
refunding agreements as they deem necessary for their protection, the
Trustees shall distribute the remaining assets ratably among the
Shareholders of the Trust or that Portfolio.
(c)On termination of any Class pursuant to paragraph (a) above,
(1)the Trust thereafter shall no longer issue Shares of that Class,
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(2)the Trustees shall do all other acts appropriate to terminate the
Class, and
(3)the Trustees shall distribute ratably among the Shareholders of that
Class, in cash or in kind, an amount equal to the Proportionate
Interest of that Class in the net assets of the Portfolio (after
taking into account any Class Expenses or other fees, expenses, or
charges allocable thereto), and in connection with any such
distribution in cash the Trustees are authorized to sell, convey,
assign, exchange or otherwise dispose of such assets of the Portfolio
of which that Class is a part as they deem necessary.
(d)On completion of distribution of the remaining assets pursuant to
paragraph (b)(3) above (or the Proportionate Interest of the Class in
the net assets of the Portfolio pursuant to paragraph (c)(3) above), the
Trust or the affected Portfolio (or Class) shall terminate and the
Trustees and the Trust shall be discharged from all further liabilities
and duties hereunder with respect thereto and the rights and interests
of all parties therein shall be cancelled and discharged. On termination
of the Trust, following completion of winding up of its business, any
one (1) Trustee shall execute, and cause to be filed, a certificate of
cancellation, with the office of the Secretary of State of the State of
Delaware in accordance with the provisions of Section 3810 of the
Delaware Act, whereupon the Trust shall terminate and the Trustees and
the Trust shall be discharged from all further liabilities and duties
hereunder with respect thereto. The Trustees shall not be personally
liable to the claimants of the dissolved Trust by reason of the
Trustees' actions in winding up the Trust's affairs if the Trustees
complied with Section 3808(e) of the Delaware Act.
Section 9.4 Sale of Assets; Merger and Consolidation. Subject to right of
Shareholders, if any, to vote pursuant to Section 6.1, the Trustees may cause
(i) the Trust or one or more of its Portfolios to the extent consistent with
applicable law to sell all or substantially all of its assets to, or be merged
into or consolidated with, another Portfolio, statutory trust (or series
thereof) or Company (or series thereof), (ii) the Shares of the Trust or any
Portfolio (or Class) to be converted into beneficial interests in another
statutory trust (or series thereof) created pursuant to this Section 9.4,
(iii) the Shares of any Class to be converted into another Class of the same
Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or
federal statute to the extent permitted by law. In all respects not governed by
statute or applicable law, the Trustees shall have power to prescribe the
procedure necessary or appropriate to accomplish a sale of assets, merger or
consolidation including the power to create one or more separate statutory
trusts to which all or any part of the assets, liabilities, profits or losses
of the Trust may be transferred and to provide for the conversion of Shares of
the Trust or any Portfolio (or Class) into beneficial interests in such
separate statutory trust or trusts (or series or class thereof).
Section 9.5 Filing of Copies, References, Headings. The original or a copy
of this Agreement or any amendment hereto or any supplemental agreement shall
be kept at the office of the Trust where it may be inspected by any
Shareholder. Headings are placed herein for convenience of reference only and
in case of any conflict, the text of this Agreement, rather than the headings,
shall control. This Agreement may be executed in any number of counterparts
each of which shall be deemed an original.
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Section 9.6 Governing Law. The Trust and the Governing Instrument (including
this Agreement), and the rights, obligations and remedies of the Trustees and
Shareholders hereunder, are to be governed by and construed and administered
according to the Delaware Act, including the provision that gives maximum
freedom to contract, the other laws of the State of Delaware and the applicable
provisions of the 1940 Act. Notwithstanding the foregoing, the following
provisions shall not be applicable to the Trust, the Trustees, the Shareholders
or the Governing Instrument: (A) the provisions of Sections 3533, 3540, 3561
and 3583(a) of Title 12 of the Delaware Code or (B) any provisions of the laws
(statutory or common) of the State of Delaware (other than the Delaware Act)
pertaining to trusts which relate to or regulate (i) the filing with any court
or governmental body or agency of trustee accounts or schedules of trustee fees
and charges, (ii) affirmative requirements to post bonds for trustees,
officers, agents or employees of a trust, (iii) the necessity for obtaining
court or other governmental approval concerning the acquisition, holding or
disposition of real or personal property, (iv) fees or other sums payable to
trustees, officers, agents or employees of a trust, (v) the allocation of
receipts and expenditures to income or principal, (vi) restrictions or
limitations on the permissible nature, amount or concentration of trust
investments or requirements relating to the titling, storage or other manner of
holding of trust assets, or (vii) the establishment of fiduciary or other
standards or responsibilities or limitations on the indemnification, acts or
powers of trustees or other Persons, which are inconsistent with the
limitations of liabilities or authorities and powers of the Trustees or
officers of the Trust set forth or referenced in the Governing Instrument.
The Trust shall be of the type commonly called a "statutory trust," and
without limiting the provisions hereof, the Trust may exercise all powers which
are ordinarily exercised by such a trust under Delaware law. The Trust
specifically reserves the right to exercise any of the powers or privileges
afforded to trusts or actions that may be engaged in by trusts under the
Delaware Act, and the absence of a specific reference herein to any such power,
privilege or action shall not imply that the Trust may not exercise such power
or privilege or take such actions; provided, however, that the exercise of any
such power, privilege or action shall not otherwise violate applicable law.
Section 9.7 Amendments. Except as specifically provided in Article VI
hereof, the Trustees may, without any Shareholder vote, amend this Agreement by
making an amendment to this Agreement or to Schedule A, an agreement
supplemental hereto, or an amended and restated trust instrument. Any such
amendment, having been approved by a Majority Trustee Vote, shall become
effective, unless otherwise provided by such Trustees, upon being executed by a
duly authorized officer of the Trust. A certification signed by a duly
authorized officer of the Trust setting forth an amendment to this Agreement
and reciting that it was duly adopted by the Shareholders or by the Trustees as
aforesaid, or a copy of this Agreement, as amended, executed by a majority of
the Trustees, or a duly authorized officer of the Trust, shall be conclusive
evidence of such amendment when lodged among the records of the Trust.
Section 9.8 Provisions in Conflict with Law. The provisions of this
Agreement are severable, and if the Trustees shall determine, with the advice
of counsel, that any of such provisions is in conflict with applicable law, the
conflicting provision shall be deemed never to have constituted a part of this
Agreement; provided, however, that such determination shall not affect any of
the remaining provisions of this Agreement or render invalid or improper any
action taken or omitted prior to such determination. If any provision of this
Agreement 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 provisions in any other
jurisdiction or any other provision of this Agreement in any jurisdiction.
- 21 -
Section 9.9 Record Owners' Right to Inspect Shareholder List and other
Records. Except as may be permitted by Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended from time to time, no Shareholder
shall have the right to obtain from the Trust a list of the Trust's
Shareholders. Except as required by the 1940 Act or as expressly provided in
the Governing Instrument, Shareholders shall have no right to inspect the
records, documents, accounts and books of the Trust. Any request to inspect the
records of the Trust shall be submitted by the Shareholder to the Trust in
writing. Upon receipt of any such request, the Trustees shall determine whether
delivery of records pertaining to such request is required by the 1940 Act or
is otherwise necessary or appropriate, as determined by the Trustees in their
sole discretion, and whether such request complies with the requirements of the
1940 Act and, if so, establish procedures for such inspection. To preserve the
integrity of the records, the Trust may provide certified copies of Trust
records rather than originals. The Trust shall not be required to create
records or obtain records from third parties to satisfy a Shareholder request.
The Trust may require a requesting Shareholder to pay in advance or otherwise
indemnify the Trust for the costs and expenses of such Shareholder's inspection
of records. The rights provided for in this Section 9.9 shall not extend to any
Person who is a Shareholder but not also a Record Owner.
Section 9.10 Reports. The Trustees shall cause to be prepared at least
annually and more frequently to the extent and in the form required by law or
regulation, a report of operations containing a balance sheet and statement of
income and undistributed income of the Trust prepared in conformity with
generally accepted accounting principles and an opinion of an independent
public accountant on such financial statements. Copies of such reports shall be
mailed to all Shareholders within the time required by the 1940 Act, and in any
event within a reasonable period preceding the meeting of Shareholders. The
Trustees shall, in addition, furnish to the Shareholders at least semi-annually
to the extent required by law, interim reports containing an unaudited balance
sheet of the Trust as of the end of such period and an unaudited statement of
income and surplus for the period from the beginning of the current fiscal year
to the end of such period.
Section 9.11 Use of the Name "Invesco". The Board of Trustees expressly
agrees and acknowledges that the name "Invesco" is the sole property of Invesco
Ltd. ("Invesco"). Invesco has granted to the Trust a non-exclusive license to
use such name as part of the name of the Trust now and in the future. The Board
of Trustees further expressly agrees and acknowledges that the non-exclusive
license granted herein may be terminated by Invesco if the Trust ceases to use
Invesco or one of its Affiliated Persons as investment adviser or to use other
Affiliated Persons or successors of Invesco for such purposes. In such event,
the non-exclusive license may be revoked by Invesco and the Trust shall cease
using the name "Invesco" or any name misleadingly implying a continuing
relationship between the Trust and Invesco or any of its Affiliated Persons, as
part of its name unless otherwise consented to by Invesco or any successor to
its interests in such name.
The Board of Trustees further understands and agrees that so long as
Invesco and/or any future advisory Affiliated Person of Invesco shall continue
to serve as the Trust's investment adviser, other registered open- or
closed-end investment companies ("funds") and other types of investment
vehicles as may be sponsored or advised by Invesco or its Affiliated Persons
shall have the right permanently to adopt and to use the name "Invesco" in
their names and in the names of any series or class of shares of such funds.
- 22 -
IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this instrument as of this 26/th/ day of March, 2014.
/s/ Xxxxx X. Arch
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Xxxxx X. Arch
/s/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxxxx
------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxx Xxxxxx-Xxxxx
------------------------------
Xxxxx Xxxxxx-Xxxxx
/s/ Xxxxx Xxxx
------------------------------
Xxxxx Xxxx
/s/ Xxxx Xxxxxxxxxxxx
------------------------------
Xxxx X. Xxxxxxxxxxxx
/s/ Xxxxxxx Xxxxxxx, Xx.
------------------------------
Xxxxxxx Xxxxxxx, Xx.
- 23 -
/s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
/w/ Xxxxx X. Xxxxxx
------------------------------
Xxxxx X. Xxxxxx
- 24 -
SCHEDULE A
INVESCO MANAGEMENT TRUST
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- -------------------------
Invesco Conservative Income Fund Institutional Class
A-1
Sub-Item 77Q1(a)
INVESCO MANAGEMENT TRUST
BYLAWS
DELAWARE STATUTORY TRUST
Capitalized terms not specifically defined herein
shall have the meanings ascribed to them in the Trust's
Agreement and Declaration of Trust (the "Agreement").
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of Invesco Management
Trust (the "Trust") shall be at the offices of The Corporation Trust Company in
the County of New Castle, State of Delaware.
Section 2. Other Offices. The Trust may also have offices at such other
places both within and without the State of Delaware as the Trustees may from
time to time determine or the business of the Trust may require.
ARTICLE II
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees of the Trust may hold
meetings, both regular and special, either within or without the State of
Delaware. Meetings of the Trustees may be called orally or in writing by or at
the direction of the Chair or his or her designee or by a majority of the
Trustees. Meetings of the Board of Trustees and any committee or sub-committee
thereof may be held in person or by telephonic or other electronic means.
Section 2. Regular Meetings. Regular meetings of the Board of Trustees shall
be held each year, at such time and place as the Board of Trustees may
determine.
Section 3. Notice of Meetings. Notice of the time, date, and place of all
meetings of the Board of Trustees and any committee or sub-committee thereof
shall be given to each Trustee, committee member or sub-committee member, as
applicable, (i) by telephone, telex, telegram, facsimile, electronic-mail, or
other electronic mechanism sent to his or her home or business address at least
twenty-four hours in advance of the meeting or (ii) in person at another
meeting of the Board of Trustees or such committee or sub-committee, as
applicable, or (iii) by written notice mailed or sent via overnight courier to
his or her home or business address at least seventy-two hours in advance of
the meeting. Notice need not be given to any Trustee, committee member or
sub-committee member who attends a meeting of the Board of Trustees or any
committee or sub-committee thereof without objecting to the lack of notice or
who signs a waiver of notice either before or after such meeting.
Section 4. Quorum. At all meetings of the Board of Trustees and any
committee or sub-committee thereof, one-third of the Trustees then in office or
one-third of the committee members or sub-committee members (but in no event
less than two Trustees, committee members or sub-committee members), as
applicable, shall constitute a quorum for the transaction of business. The act
of a majority of the Trustees, committee members or sub-
committee members present at any meeting at which there is a quorum shall be
the act of the Board of Trustees or such committee or sub-committee, as
applicable, except as may be otherwise specifically provided by applicable law
or by the Agreement or these Bylaws. If a quorum shall not be present at any
meeting of the Board of Trustees or any committee or sub-committee thereof, the
Trustees, committee members or sub-committee members, as applicable, present
thereat may adjourn such meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 5. Designation, Powers, and Names of Committees; Sub-Committees;
Committee Charters.
(a) The Board of Trustees shall have at a minimum the following five
committees: (1) an Audit Committee; (2) a Governance Committee; (3) an
Investments Committee; (4) a Valuation, Distribution and Proxy Oversight
Committee; and (5) a Compliance Committee. Each such Committee shall have a
written Charter governing its membership, duties and operations, and the Board
shall designate the powers of each such Committee in its Charter. The Board of
Trustees may terminate any such Committee by an amendment to these Bylaws. The
Board of Trustees may, by resolution passed by a majority of the whole Board,
establish one or more sub-committees of each such Committee, and the
membership, duties and operations of each such sub-committee shall be set forth
in the written Charter of the applicable Committee.
(b) The Board of Trustees may, by resolution passed by a majority of the
whole Board, designate one or more additional committees, each of which may, if
deemed advisable by the Board of Trustees, have a written Charter. Each such
additional committee shall consist of two or more of the Trustees of the Trust.
The Board may designate one or more Trustees as alternate members of any such
additional committee, who may replace any absent or disqualified member at any
meeting of such committee. Each such additional committee, to the extent
provided in the resolution and/or in such committee's Charter, if applicable,
shall have and may exercise the powers of the Board of Trustees in the
management of the business and affairs of the Trust; provided, however, that in
the absence or disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such members constitute a quorum, may unanimously
appoint another member of the Board of Trustees to act at the meeting in the
place of any such absent or disqualified member. Such additional committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Trustees and/or as set forth in the
written Charter of such committee or committees, if applicable.
Section 6. Chair; Vice Chair. The Board of Trustees shall have a Chair, who
shall be a Trustee who is not an "interested person," as such term is defined
in the 1940 Act. The Chair shall be elected by a majority of the Trustees,
including a majority of the Trustees who are not "interested persons," as such
term is defined in the 1940 Act. The Board of Trustees may also have a Vice
Chair, who shall be a Trustee. The Vice Chair shall be elected by a majority of
the Trustees, including a majority of the Trustees who are not "interested
persons," as such term is defined in the 1940 Act. The Chair shall preside at
all meetings of the Shareholders and the Board of Trustees, if the Chair is
present, and shall approve the agendas of all meetings of the Shareholders and
the Board of Trustees. The Chair shall have such other powers and duties as
shall be determined by the Boards of Trustees, and shall undertake such other
assignments as may be requested by the Boards of Trustees. If the Chair shall
not be present, the Vice Chair, if any, shall preside at all meetings of the
Shareholders and the Board of
2
Trustees, if the Vice Chair is present. The Vice Chair shall have such other
powers and duties as shall be determined by the Chair or the Boards of
Trustees, and shall undertake such other assignments as may be requested by the
Chair or the Boards of Trustees.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers shall include a
Principal Executive Officer, a President, one or more Vice Presidents, which
may include one or more Executive Vice Presidents and/or Senior Vice Presidents
(the number thereof to be determined by the Board of Trustees), a Principal
Financial Officer, a Chief Legal Officer, a Chief Compliance Officer, a Senior
Officer, a Treasurer, a Secretary and an Anti-Money Laundering Compliance
Officer. The Board of Trustees may also in its discretion appoint Assistant
Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other
officers, agents and employees, who shall have such authority and perform such
duties as the Board may determine. The Board of Trustees may fill any vacancy
which may occur in any office. Any two offices, except for those of President
and Vice President, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument on behalf of the Trust in more
than one capacity, if such instrument is required by law or by these Bylaws to
be executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. Unless otherwise specifically determined by the
Board of Trustees, the officers shall serve at the pleasure of the Board of
Trustees. If the Board of Trustees in its judgment finds that the best
interests of the Trust will be served, the Board of Trustees may remove any
officer of the Trust at any time with or without cause. The Trustees may
delegate this power to the President (without supervision by the Trustees) with
respect to any other officer. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Any officer may resign from
office at any time by delivering a written resignation to the Trustees or the
President. Unless otherwise specified therein, such resignation shall take
effect upon delivery.
Section 3. Principal Executive Officer. The Principal Executive Officer
shall be the chief executive officer of the Trust and shall generally manage
the business and affairs of the Trust. The Principal Executive Officer shall be
responsible for making the certifications required of the Trust's principal
executive officer by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and
the rules promulgated thereunder by the Securities and Exchange Commission (the
"Commission").
Section 4. President; Vice Presidents. The President and one or more Vice
Presidents, which may include one or more Executive Vice Presidents and/or
Senior Vice Presidents, shall have and exercise such powers and duties of the
Principal Executive Officer in the absence or inability to act of the Principal
Executive Officer, as may be assigned to them, respectively, by the Board of
Trustees or, to the extent not so assigned, by the Principal Executive Officer.
In the absence or inability to act of the Principal Executive Officer, the
powers and duties of the Principal Executive Officer not otherwise assigned by
the Board of Trustees or the Principal Executive Officer shall devolve first
upon the President, then upon the Executive Vice Presidents, then upon the
Senior Vice Presidents, and finally upon the Vice Presidents, all in the order
of their election. If both the Chair and the Vice Chair are absent, or if the
Chair is absent and there is no Vice Chair, the President shall, if present,
preside at all meetings of the Shareholders and the Board of Trustees.
3
Section 5. Principal Financial Officer. The Principal Financial Officer, who
shall also have a title of at least Vice President, shall be the chief
financial officer of the Trust and shall generally manage the financial affairs
of the Trust. The Principal Financial Officer shall be responsible for making
the certifications required of the Trust's principal financial officer by
Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules
promulgated thereunder.
Section 6. Chief Legal Officer. The Chief Legal Officer, who shall also have
a title of at least Senior Vice President, shall generally manage the legal
affairs of the Trust. The Chief Legal Officer shall be responsible for
receiving up-the-ladder reports within the Trust of any evidence of material
violations of securities laws or breaches of fiduciary duty or similar
violations by the Trust, as required by Section 307 of the Xxxxxxxx-Xxxxx Act
of 2002 and the rules promulgated thereunder.
Section 7. Chief Compliance Officer. The Chief Compliance Officer, who shall
also have a title of at least Senior Vice President, shall be responsible for
administering the Trust's policies and procedures adopted pursuant to Rule
38a-1(a)(1) under the 1940 Act.
Section 8. Senior Officer. The Senior Officer, who shall also have a title
of at least Senior Vice President, shall be employed by or on behalf of the
Trust and shall have such powers and duties as are set forth in such Senior
Officer's Executive Employment Agreement.
Section 9. Treasurer. The Treasurer shall have the care and custody of the
funds and securities of the Trust and shall deposit the same in the name of the
Trust in such bank or banks or other depositories, subject to withdrawal in
such manner as these Bylaws or the Board of Trustees may determine. The
Treasurer shall, if required by the Board of Trustees, give such bond for the
faithful discharge of duties in such form as the Board of Trustees may require.
Section 10. Secretary. The Secretary shall (a) have custody of the seal of
the Trust; (b) if requested, attend meetings of the Shareholders, the Board of
Trustees, and any committees or sub-committees of Trustees; (c) keep or cause
to be kept the minutes of all meetings of Shareholders, the Board of Trustees
and any committees or sub-committees thereof, and (d) issue all notices of the
Trust. The Secretary shall have charge of the Shareholder records and such
other books and papers as the Board may direct, and shall perform such other
duties as may be incidental to the office or which are assigned by the Board of
Trustees.
Section 11. Anti-Money Laundering Compliance Officer. The Anti-Money
Laundering Compliance Officer shall have such powers and duties as are set
forth in the Anti-Money Laundering Program adopted by the Trust pursuant to the
USA PATRIOT Act of 2001 and the rules promulgated thereunder, as such Program
may be amended from time to time.
Section 12. Assistant Officers. Assistant officers, which may include one or
more Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers,
shall perform such functions and have such responsibilities as the Board of
Trustees may assign to them or, to the extent not so assigned, by the Vice
President(s), Secretary or Treasurer, as applicable.
Section 13. Surety Bond. The Trustees may require any officer or agent of
the Trust to execute a bond (including, without limitation, any bond required
by the 1940 Act and the rules and regulations of the Commission to the Trust in
such sum and with such surety or sureties as the Trustees may determine,
conditioned upon the faithful performance of his or her duties to
4
the Trust, including responsibility for negligence and for the accounting of
any of the Trust's property, funds, or securities that may come into his or her
hands.
Section 14. Authorized Signatories. Unless a specific officer is otherwise
designated in these Bylaws or in a resolution adopted by the Board of Trustees,
the proper officers of the Trust for executing agreements, documents and
instruments other than Internal Revenue Service forms shall be the Principal
Executive Officer, the President, any Vice President, the Principal Financial
Officer, the Chief Legal Officer, the Chief Compliance Officer, the Senior
Officer, the Treasurer, the Secretary, the Anti-Money Laundering Compliance
Officer, any Assistant Vice President, any Assistant Treasurer or any Assistant
Secretary. Unless a specific officer is otherwise designated in these Bylaws or
in a resolution adopted by the Board of Trustees, the proper officers of the
Trust for executing any and all Internal Revenue Service forms shall be the
Principal Executive Officer, the President, any Vice President, the Principal
Financial Officer, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary.
ARTICLE IV
MEETINGS OF SHAREHOLDERS
Section 1. Purpose. All meetings of the Shareholders for the election of
Trustees shall be held at such place as may be fixed from time to time by the
Trustees, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Trustees and stated in the
notice indicating that a meeting has been called for such purpose. Meetings of
Shareholders may be held for any purpose determined by the Trustees and may be
held at such time and place, within or without the State of Delaware as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof. At all meetings of the Shareholders, every shareholder of record
entitled to vote thereat shall be entitled to vote at such meeting either in
person or by written proxy signed by the Shareholder or by his duly authorized
attorney in fact. A Shareholder may duly authorize such attorney in fact
through written, electronic, telephonic, computerized, facsimile,
telecommunication, telex or oral communication or by any other form of
communication. Unless a proxy provides otherwise, such proxy is not valid more
than eleven months after its date. A proxy with respect to shares held in the
name of two or more persons shall be valid if executed by any one of them
unless at or prior to exercise of the proxy the Trust receives a specific
written notice to the contrary from any one of them. A proxy purporting to be
executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving invalidity
shall rest on the challenger.
Section 2. Nomination of Trustees.
(a) Any Shareholder may submit names of individuals to be considered by
the Governance Committee or the Board of Trustees for election as trustees of
the Trust, as applicable, provided, however, (i) that such person submits such
names in a timely manner as set out in Section 2 of Article V hereof, (ii) that
such person was a shareholder of record at the time of submission of such names
and is entitled to vote at the meeting, and (iii) that the Governance Committee
or the Board of Trustees, as applicable, shall make the final determination of
persons to be nominated.
(b) The process and procedures for the nomination of persons for
election or appointment as trustees of the Trust by the Trustees shall be set
forth in the written Charter for the Governance Committee of the Board of
Trustees.
5
Section 3. Election of Trustees. All meetings of Shareholders for the
purpose of electing Trustees shall be held on such date and at such time as
shall be designated from time to time by the Trustees and stated in the notice
of the meeting, at which the Shareholders shall elect by a plurality vote any
number of Trustees as the notice for such meeting shall state are to be
elected, and transact such other business as may properly be brought before the
meeting in accordance with Section 1 of this Article IV.
Section 4. Notice of Meetings. Written notice of any meeting stating the
place, date, and hour of the meeting shall be given to each Shareholder
entitled to vote at such meeting not less than ten days before the date of the
meeting in accordance with Article V hereof.
Section 5. Special Meetings. Special meetings of the Shareholders, for any
purpose or purposes, unless otherwise prescribed by applicable law or by the
Agreement, may be called by the Chair or by a majority of the Trustees;
provided, however, that the Trustees shall promptly call a meeting of the
Shareholders solely for the purpose of removing one or more Trustees, when
requested in writing to do so by the record holders of not less than ten
percent of the Outstanding Shares of the Trust.
Section 6. Notice of Special Meeting. Written notice of a special meeting
stating the place, date, and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten days before
the date of the meeting, to each Shareholder entitled to vote at such meeting.
Section 7. Conduct of Special Meeting. Business transacted at any special
meeting of Shareholders shall be limited to (i) the purpose stated in the
notice and (ii) the adjournment of such special meeting with regard to such
stated purpose.
Section 8. Quorum. The holders of one-third of the Outstanding Shares
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by applicable law or by the Agreement.
Notwithstanding the preceding sentence, with respect to any matter which by
applicable law or by the Agreement requires the separate approval of one or
more Classes or Portfolios, the holders of one-third of the Outstanding Shares
of each such Class or Portfolio (or of such Classes or Portfolios voting
together as a single class) entitled to vote on the matter shall constitute a
quorum. If, however, such quorum shall not be present or represented at any
meeting of the Shareholders, the vote of the holders of a majority of Shares
cast shall have power to adjourn the meeting from time to time in accordance
with Article IV, Section 16 hereof, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 9. Organization of Meetings.
(a) The meetings of the Shareholders shall be presided over by the
Chair, or if the Chair shall not be present, by the Vice Chair, if any, or if
the Vice Chair shall not be present or if there is no Vice Chair, by the
President, or if the President shall not be present, by a Vice President, or if
no Vice President is present, by a chair appointed for such purpose by the
Board of Trustees or, if not so appointed, by a chair appointed for such
purpose by the officers and Trustees present at the meeting. The Secretary of
the Trust, if present, shall act as Secretary of such meetings, or if the
Secretary is not present, an Assistant Secretary of the
6
Trust shall so act, and if no Assistant Secretary is present, then a person
designated by the Secretary of the Trust shall so act, and if the Secretary has
not designated a person, then the meeting shall elect a secretary for the
meeting.
(b) The Board of Trustees of the Trust shall be entitled to make such
rules and regulations for the conduct of meetings of Shareholders as it shall
deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Trustees, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chairman, are
necessary, appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing: an agenda or order of business for
the meeting; rules and procedures for maintaining order at the meeting and the
safety of those present; limitations on participation in such meeting to
shareholders of record of the Trust and their duly authorized and constituted
proxies, and such other persons as the chairman shall permit; restrictions on
entry to the meeting after the time fixed for the commencement thereof;
limitations on the time allotted to questions or comments by participants; and
regulation of the opening and closing of the polls for balloting on matters
which are to be voted on by ballot, unless and to the extent the Board of
Trustees or the chairman of the meeting determines that meetings of
Shareholders shall not be required to be held in accordance with the rules of
parliamentary procedure.
Section 10. Voting Standard. When a quorum is present at any meeting, the
vote of the holders of a majority of the Shares cast shall decide any question
brought before such meeting, unless the question is one on which, by express
provision of applicable law, the Agreement, these Bylaws, or applicable
contract, a different vote is required, in which case such express provision
shall govern and control the decision of such question.
Section 11. Voting Procedure. Each whole Share shall be entitled to one
vote, and each fractional Share shall be entitled to a proportionate fractional
vote. On any matter submitted to a vote of the Shareholders, all Shares shall
be voted together, except when required by applicable law or when the Trustees
have determined that the matter affects the interests of one or more Portfolios
(or Classes), then only the Shareholders of such Portfolios (or Classes) shall
be entitled to vote thereon.
Section 12. Action Without Meeting. Unless otherwise provided in the
Agreement or applicable law, any action required to be taken at any meeting of
the Shareholders, or any action which may be taken at any meeting of the
Shareholders, may be taken without a meeting, without prior notice and without
a vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of Outstanding Shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all Shares entitled to vote thereon were present and voted.
Prompt notice of the taking of any such action without a meeting by less than
unanimous written consent shall be given to those Shareholders who have not
consented in writing.
Section 13. Broker Non-Votes. At any meeting of Shareholders the Trust will
consider broker non-votes as present for purposes of determining whether a
quorum is present at the meeting. Broker non-votes will not count as votes cast
for or against any proposals.
Section 14. Abstentions. At any meeting of Shareholders the Trust will
consider abstentions as present for purposes of determining whether a quorum is
present at the meeting. Abstentions will not count as votes cast for or against
any proposals.
7
Section 15. Record Date for Shareholder Meetings and Consents. In order that
the Trustees may determine the Shareholders entitled to notice of or to vote at
any meeting of Shareholders or any adjournment thereof, or to express consent
to action in writing without a meeting, the Board of Trustees may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Trustees, and which record
date shall not be more than ninety nor less than ten days before the original
date upon which the meeting of Shareholders is scheduled, nor more than ten
days after the date upon which the resolution fixing the record date is adopted
by the Board of Trustees for action by Shareholder consent in writing without a
meeting. A determination of shareholders of record entitled to notice of or to
vote at a meeting of Shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Trustees may fix a new record
date for the adjourned meeting so long as notice of the adjournment and the new
record and meeting dates are given to the Shareholders.
Section 16. Adjournments. A meeting of Shareholders convened on the date for
which it was called may be adjourned from time to time without further notice
to Shareholders to a date not more than 120 days after the original record
date. A meeting of Shareholders may not be adjourned for more than 120 days
after the original record date for such meeting without giving the Shareholders
notice of the adjournment and the new meeting date. Except as otherwise set
forth in Article IV, Section 8 hereof, the vote of the holders of one-third of
the Shares cast shall be required in order to adjourn a meeting of Shareholders
with regard to a particular proposal scheduled to be voted on at such meeting
or to adjourn such meeting entirely.
ARTICLE V
NOTICES
Section 1. Methods of Giving Notice. Whenever, under the provisions of
applicable law or of the Agreement or of these Bylaws, notice is required to be
given to any Trustee or Shareholder, it shall not, unless otherwise provided
herein, be construed to mean personal notice, but such notice may be given
orally in person, or by telephone (promptly confirmed in writing) or in
writing, by mail addressed to such Trustee at his or her last given address or
to such Shareholder at his address as it appears on the records of the Trust,
with postage thereon prepaid, and such notice shall be deemed to be given at
the time when the same shall be deposited in the United States mail. Notice to
Trustees or members of a committee or sub-committee may also be given by telex,
telegram, facsimile, electronic-mail or via overnight courier. If sent by telex
or facsimile, notice to a Trustee or member of a committee or sub-committee
shall be deemed to be given upon transmittal; if sent by telegram, notice to a
Trustee or member of a committee or sub-committee shall be deemed to be given
when the telegram, so addressed, is delivered to the telegraph company; if sent
by electronic-mail, notice to a Trustee or member of a committee or
sub-committee shall be deemed to be given and shall be presumed valid when the
Trust's electronic-mail server reflects the electronic-mail message as having
been sent; and if sent via overnight courier, notice to a Trustee or member of
a committee or sub-committee shall be deemed to be given when delivered against
a receipt therefor.
Section 2. Annual Meeting Notice Requirements for Nominations and Proposals
by Shareholders.
(a) For nominations or other business to be properly brought before an
annual meeting by a Shareholder, the Shareholder must have given timely notice
thereof in
8
writing to the Secretary of the Trust and such other business must otherwise be
a proper matter for action by Shareholders. To be timely, a Shareholder's
notice shall be delivered to the Secretary at the principal executive offices
of the Trust not later than the close of business on the 90/th/ day, nor
earlier than the close of business on the 120/th/ day, prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date or if the Trust has
not previously held an annual meeting, notice by the Shareholder to be timely
must be so delivered not earlier than the close of business on the 120/th/ day
prior to such annual meeting and not later than the close of business on the
later of the 90/th/ day prior to such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is first made
by the Trust. In no event shall the public announcement of a postponement or
adjournment of an annual meeting to a later date or time commence a new time
period for the giving of a Shareholder's notice as described above. Such
Shareholder's notice shall set forth (A) as to each person whom the Shareholder
proposes to nominate for election or reelection as a Trustee all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Trustees in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Trustee if elected); (B) as to any other business that the Shareholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such Shareholder and of
the beneficial owner, if any, on whose behalf the proposal is made; and (C) as
to the Shareholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, (i) the name and address of such
Shareholder, as they appear on the Trust's books, and of such beneficial owner
and (ii) the number of shares of each Class of Shares of the Portfolio which
are owned beneficially and of record by such Shareholder and such beneficial
owner.
(b) Notwithstanding anything in the second sentence of paragraph (a) of
this Section 2 to the contrary, in the event that the number of Trustees to be
elected to the Board of Trustees is increased and there is no public
announcement by the Trust naming all of the nominees for Trustee or specifying
the size of the increased Board of Trustees at least 100 days prior to the
first anniversary of the preceding year's annual meeting, a Shareholder's
notice required by this Section 2 shall also be considered timely, but only
with respect to nominees for any new positions created by such increase, if it
shall be delivered to the Secretary at the principal executive offices of the
Trust not later than the close of business on the tenth day following the day
on which such public announcement is first made by the Trust.
Section 3. Special Meeting Notice Requirement for Nominations and Proposals
by Shareholders. Only such business shall be conducted at a special meeting of
Shareholders as shall have been brought before the meeting pursuant to the
Trust's notice of meeting. Nominations of persons for election to the Board of
Trustees may be made at a special meeting of Shareholders at which Trustees are
to be elected (A) pursuant to the Trust's notice of meeting, (B) by or at the
direction of the Board of Trustees or (C) provided that the Board of Trustees
has determined that Trustees shall be elected at such special meeting, by any
Shareholder of the Trust who is a Shareholder of record both at the time of
giving of notice provided for in Section 2(a) of this Article V and at the time
of the special meeting, who is entitled to vote at the meeting and who complied
with the notice procedures set forth in Section 2(a) of this Article V. In the
event the Trust calls a special meeting of Shareholders for the purpose of
electing one or more Trustees to the Board of Trustees, any such Shareholder may
9
nominate a person or persons (as the case may be) for election to such position
as specified in the Trust's notice of meeting, if the Shareholder's notice
containing the information required by this Section 2(a) shall be delivered to
the Secretary at the principal executive offices of the Trust not earlier than
the close of business on the 120/th/ day prior to such special meeting and not
later than the close of business on the later of the 90/th/ day prior to such
special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed
by the Board of Trustees to be elected at such meeting. In no event shall the
public announcement of a postponement or adjournment of a special meeting to a
later date or time commence a new time period for the giving of a Shareholder's
notice as described above.
Section 4. Written Waiver. Whenever any notice is required to be given under
the provisions of applicable law or of the Agreement or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE VI
CERTIFICATES OF SHARES AND SHARE OWNERSHIP
Section 1. Issuance. The Trust may, in its sole discretion, issue a
certificate to any Shareholder, signed by, or in the name of the Trust by, the
President or any Vice President, certifying the number of Shares owned by him,
her or it in a Class or Portfolio of the Trust. No Shareholder shall have the
right to demand or require that a certificate be issued to him, her or it.
Section 2. Countersignature. Where a certificate is countersigned (1) by a
transfer agent other than the Trust or its employee, or (2) by a registrar
other than the Trust or its employee, the signature of the President or any
Vice President may be a facsimile.
Section 3. Lost Certificates. The Board of Trustees may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Trust alleged to have been lost, stolen
or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Trustees may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Trust a bond in such sum as it may direct as indemnity
against any claim that may be made against the Trust with respect to the
certificate alleged to have been lost, stolen or destroyed.
Section 4. Transfer of Shares. The Trustees shall make such rules as they
consider appropriate for the transfer of Shares and similar matters. To the
extent certificates are issued in accordance with Section 1 of this Article VI,
upon surrender to the Trust or the transfer agent of the Trust of such
certificate for Shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Trust to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
Section 5. Shareholder Book. The Trust shall keep or cause to be kept a
Shareholder book, which may be maintained by means of computer systems,
containing the names, alphabetically arranged, of all persons who are
Shareholders of the Trust, showing their
10
places of residence, the number and Class of any Shares held by them,
respectively, and the dates when they became the record owners thereof.
Section 6. Registered Shareholders. The Trust shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of Shares
to receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim of interest in such Share or Shares on
the part of any other person, whether or not it shall have express or other
notice hereof.
Section 7. Record Date for Receiving Dividends and Other Actions. In order
that the Trustees may determine the Shareholders entitled to receive payment of
any dividend or other distribution of allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of Shares
or for the purpose of any other lawful action, the Board of Trustees may fix a
record date, which record date (i) shall be set forth in the resolution or
resolutions authorizing the payment of such dividend or other lawful action and
(ii) shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Trustees.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Seal. The Board of Trustees may provide that the Trust have a
business seal. The business seal shall have inscribed thereon the name of the
statutory trust, the state of its organization, the year of its organization
and the words "Business Trust" or "Statutory Trust." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced, including placing the word "[SEAL]" adjacent to the
signature of the person authorized to sign a document on behalf of the Trust.
Any officer or Trustee of the Trust shall have authority to affix the seal of
the Trust to any document requiring the same.
Section 2. Severability. The provisions of these Bylaws are severable. If
any provision hereof shall be held invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall attach only to such
provision only in such jurisdiction and shall not affect any other provision of
these Bylaws.
Section 3. Headings. Headings are placed in these Bylaws for convenience of
reference only and in case of any conflict, the text of these Bylaws rather
than the headings shall control.
ARTICLE VIII
INDEMNIFICATION
Section 1. Indemnification.
(a) To the maximum extent permitted by law, the Trust (or applicable
Portfolio) shall indemnify any person who was or is a party or is threatened to
be made a party to, or is involved as a witness in, any proceeding (other than
a proceeding by or in the right of the Trust or a Portfolio) by reason of the
fact that such person is or was a Covered Person, against expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such proceeding.
11
(b) To the maximum extent permitted by law, the Trust (or applicable
Portfolio) shall indemnify any person who was or is a party or is threatened to
be made a party to, or is involved as a witness in, any proceeding by or in the
right of the Trust (or such Portfolio) to procure a judgment in its favor by
reason of the fact that such person is or was a Covered Person, against
expenses actually and reasonably incurred by that person in connection with the
defense or settlement of such proceeding.
(c) Notwithstanding any provision to the contrary contained herein, no
Covered Person shall be indemnified for any expenses, judgments, fines, amounts
paid in settlement, or other liability or loss arising by reason of disabling
conduct. The termination of any proceeding by conviction, or a plea of NOLO
CONTENDERE or its equivalent, or an entry of an order of probation prior to
judgment, creates a rebuttable presumption that the person engaged in disabling
conduct.
Section 2. Advance Payment of Indemnification Expenses. To the maximum
extent permitted by law, the Trust or applicable Portfolio shall advance to any
person who was or is a party or is threatened to be made a party to, or is
involved as a witness in, any proceeding by reason of the fact that such person
is or was a Trustee or officer of the Trust the expenses actually and
reasonably incurred by such person in connection with the defense of such
proceeding in advance of its final disposition. To the maximum extent permitted
by law, the Trust or applicable Portfolio may advance to any person who was or
is a party or is threatened to be made a party to any proceeding by reason of
the fact that such person is or was a Covered Person (other than a Trustee or
officer of the Trust) the expenses actually and reasonably incurred by such
person in connection with the defense of such proceeding in advance of its
final disposition. Notwithstanding any provision to the contrary contained
herein, the Trust shall not advance expenses to any Covered Person (including a
Trustee or officer of the Trust) unless:
(a) the Trust or applicable Portfolio has received an undertaking by or
on behalf of such Covered Person that the amount of all expenses so advanced
will be paid over by such person to the Trust or applicable Portfolio unless it
is ultimately determined that such person is entitled to indemnification for
such expenses; and
(b) (i) such Covered Person shall have provided appropriate security for
such undertaking, or (ii) such Covered Person shall have insured the Trust or
applicable Portfolio against losses arising out of any such advance payments,
or (iii) either (1) the Trustees, by the vote of a majority of a quorum of
qualifying Trustees, or (2) independent legal counsel in a written opinion,
shall have determined, based upon a review of readily available facts (as
opposed to a full trial-type inquiry) that there is reason to believe that such
Covered Person ultimately will be found entitled to indemnification.
Section 3. Determination of Entitlement to Indemnification. Any
indemnification required or permitted under this Article VIII (unless ordered
by a court) shall be made by the Trust or applicable Portfolio only as
authorized in the specific case upon a reasonable determination, based upon a
review of the facts, that the Covered Person is entitled to indemnification
because (i) he or she is not liable by reason of disabling conduct, or (ii) in
cases where there is no liability, he or she has not engaged in disabling
conduct. Such determination shall be made by (i) the vote of a majority of a
quorum of qualifying Trustees; or (ii) if there are no such Trustees, or if
such Trustees so direct, by independent legal counsel in a written opinion.
Notwithstanding anything to the contrary in Section 2 of this Article VIII, if
a determination that a Covered Person engaged in disabling conduct is made in
accordance with
12
this Section 3, no further advances of expenses shall be made, and all prior
advances, and insurance premiums paid for by the Trust, if applicable, must be
repaid.
Section 4. Contract Rights. With respect to any person who was or is a party
or is threatened to be made a party to, or is involved as a witness in, any
proceeding by reason of the fact that such person is or was a Covered Person,
the rights to indemnification conferred in Section 1 of this Article VIII, and
with respect to any person who was or is a party or is threatened to be made a
party to, or is involved as a witness in, any proceeding by reason of the fact
that such person is or was a Trustee or officer of the Trust, the advancement
of expenses conferred in Section 2 of this Article VIII shall be contract
rights. Any amendment, repeal, or modification of, or adoption of any provision
inconsistent with, this Article VIII (or any provision hereof) shall not
adversely affect any right to indemnification or advancement of expenses
granted to any such person pursuant hereto with respect to any act or omission
of such person occurring prior to the time of such amendment, repeal,
modification, or adoption (regardless of whether the proceeding relating to
such acts or omissions is commenced before or after the time of such amendment,
repeal, modification, or adoption). Any amendment or modification of, or
adoption of any provision inconsistent with, this Article VIII (or any
provision hereof), that has the effect of positively affecting any right to
indemnification or advancement of expenses granted to any such person pursuant
hereto, shall not apply retroactively to any person who was not serving as a
Trustee, officer, employee or agent of the Trust at the time of such amendment,
modification or adoption.
Section 5. Claims.
(a) If (X) a claim under Section 1 of this Article VIII with respect to
any right to indemnification is not paid in full by the Trust or applicable
Portfolio within sixty days after a written demand has been received by the
Trust or applicable Portfolio or (Y) a claim under Section 2 of this Article
VIII with respect to any right to the advancement of expenses is not paid in
full by the Trust or applicable Portfolio within thirty days after a written
demand has been received by the Trust or applicable Portfolio, then the Covered
Person seeking to enforce a right to indemnification or to an advancement of
expenses, as the case may be, may at any time thereafter bring suit against the
Trust or applicable Portfolio to recover the unpaid amount of the claim.
(b) If successful in whole or in part in any suit brought pursuant to
Section 5(a) of this Article VIII, or in a suit brought by the Trust or
applicable Portfolio to recover an advancement of expenses (whether pursuant to
the terms of an undertaking or otherwise), the Covered Person seeking to
enforce a right to indemnification or an advancement of expenses hereunder or
the Covered Person from whom the Trust or applicable Portfolio sought to
recover an advancement of expenses, as the case may be, shall be entitled to be
paid by the Trust or applicable Portfolio the reasonable expenses (including
attorneys' fees) of prosecuting or defending such suit.
Section 6. Definitions. For purposes of this Article VIII: (a) references to
"Trust" include any domestic or foreign predecessor entity of this Trust in a
merger, consolidation, or other transaction in which the predecessor's
existence ceased upon consummation of the transaction; (b) the term "disabling
conduct" means willful misfeasance, bad faith, gross negligence, or the
reckless disregard of the duties involved in the conduct of the Covered
Person's office with the Trust or applicable Portfolio; (c) the term "expenses"
includes, without limitations, attorneys' fees; (d) the term "proceeding" means
any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative;
13
and (e) the term "qualifying Trustee" means any Trustee who is not an
interested person (as defined in the 0000 Xxx) of the Trust and is not a party
to the proceeding.
ARTICLE IX
AMENDMENTS
Section 1. Amendments. These Bylaws may be altered or repealed by the
Trustees without the vote or approval of the Shareholders at any regular or
special meeting of the Board of Trustees without prior notice. These Bylaws may
also be altered or repealed by the Shareholders at any special meeting of the
Shareholders, but only if the Board of Trustees resolves to put a proposed
alteration or repealer to the vote of the Shareholders and notice of such
alteration or repealer is contained in a notice of the special meeting being
held for such purpose.
14
Sub-Item 77Q1(a)
CERTIFICATE OF TRUST
OF
INVESCO MANAGEMENT TRUST
This Certificate of Trust of Invesco Management Trust (the "Trust"), is
being duly executed and filed on behalf of the Trust by the undersigned, as
trustee, to form a statutory trust under the Delaware Statutory Trust Act (12
Del. C. Section 3801 ET SEQ.) (the "Act").
1. Name. The name of the trust formed hereby is Invesco Management Trust.
2. Registered Office; Registered Agent. The business address of the Trust's
registered office in the State of Delaware is 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
XX 00000, New Castle County. The name of the Trust's registered agent at such
address is The Corporation Trust Company.
3. Investment Company. The Trust will be a registered investment company
under the Investment Company Act of 1940, as amended.
4. Series. The Trust Instrument relating to the Trust provides for the
issuance of one or more series of shares of beneficial interest in the Trust.
Separate and distinct records shall be maintained by the Trust for each series
and the assets associated solely with any such series shall be held and
accounted for separately from the assets of the Trust associated solely with
any other series. As provided in the Trust Instrument, (i) the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular series shall be enforceable against the
assets of such series only, and not against the assets of the Trust generally
or assets belonging to any other series, and (ii) none of the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to the Trust generally that have not been allocated to a
specified series, or with respect to any other series, shall be enforceable
against the assets of such specified series.
5. Effective Date. This Certificate of Trust shall be effective upon filing.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Trust in accordance with Section 3811(a)(1) of the Act.
/s/ Xxxxx X. Arch /s/ Xxxxxx Xxxxxxxx
-------------------------------------- -------------------------------------
Xxxxx X. Arch Xxxxxx Xxxxxxxx
/s/ Xxxxx X. Xxxxxx /s/ Xxxxx Xxxxxx-Xxxxx
-------------------------------------- -------------------------------------
Xxxxx X. Xxxxxx Xxxxx Xxxxxx-Xxxxx
/s/ Xxxxx X. Xxxxx /s/ Xxxxx Xxxx
-------------------------------------- -------------------------------------
Xxxxx X. Xxxxx Xxxxx Xxxx
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxx X. Xxxxxxxxxxxx
-------------------------------------- -------------------------------------
Xxxxx X. Xxxxxxxx Xxxx X. Xxxxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxxx Xxxxxxx, Xx.
-------------------------------------- -------------------------------------
Xxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxxx, Xx.
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
-------------------------------------- -------------------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
-------------------------------------- -------------------------------------
Xxxx X. Xxxxxx Xxxxx X. Xxxxxx
