Exhibit (a)(i) under Form N-1A
Exhibit 3(i) under Item 601/Reg SK
AGREEMENT AND DECLARATION OF TRUST
of
GOLDEN OAK(R) FAMILY OF FUNDS
a Delaware Business Trust
ARTICLE I. Name and Definitions 1
Section 1. Name 1
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Section 2. Registered Agent and Registered Office; Principal Place
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of Business 1
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(a) Registered Agent and Registered Office 1
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(b) Principal Place of Business 1
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Section 3. Definitions 2
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(a) "1940 Act" 2
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(b) "Affiliate" 2
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(c) "Board of Trustees" 2
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(d) "By-Laws" 2
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(e) "Certificate of Trust" 2
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(f) "Code" 2
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(g) "Commission" 2
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(h) "DBTA" 2
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(i) "Declaration of Trust" 2
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(j) "General Liabilities" 2
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(k) "Interested Person" 2
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(l) "Investment Adviser" or "Adviser" 2
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(m) "Person" 2
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(n) "Principal Underwriter" 3
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(o) "Series" 3
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(p) "Shares" 3
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(q) "Shareholder" 3
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(r) "Trust" 3
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(s) "Trust Property" 3
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(t) "Trustee" or "Trustees" 3
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ARTICLE II. Purpose of Trust 3
ARTICLE III. Shares 6
Section 1. Division of Beneficial Interest 6
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Section 2. Ownership of Shares 7
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Section 3. Investments in the Trust 8
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Section 4. Status of Shares and Limitation of Personal Liability 8
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Section 5. Power of Board of Trustees to Change Provisions
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Relating to Shares 8
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Section 6. Establishment and Designation of Series 9
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(a) Assets Held with Respect to a Particular Series 9
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(b) Liabilities Held with Respect to a Particular Series or Class 9
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(c) Dividends, Distributions, Redemptions and Repurchases 10
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(d) Voting 11
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(e) Equality 11
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(f) Fractions 11
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(g) Exchange Privilege 11
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(h) Combination of Series or Class 11
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(i) Elimination of Series or Class 11
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ARTICLE IV. The Board of Trustees 12
Section 1. Number, Election and Tenure 12
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Section 2. Effect of Death, Resignation, Removal, etc. of a
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Trustee 12
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Section 3. Powers 12
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Section 4. Payment of Fees and Expenses by the Trust 14
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Section 5. Payment of Fees and Expenses by Shareholders 14
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Section 6. Ownership of Trust Property 14
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Section 7. Service Contracts 14
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Section 8. Compensation 15
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ARTICLE V. Shareholders' Voting Powers and Meetings 16
Section 1. Voting Powers 16
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Section 2. Meetings 16
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Section 3. Quorum and Required Vote 16
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Section 4. Shareholder Action by Written Consent without a Meeting 16
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Section 5. Record Dates 17
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Section 6. Additional Provisions 17
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ARTICLE VI. Net Asset Value, Distributions and Redemptions 17
Section 1. Determination of Net Asset Value, Net Income and
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Distributions 17
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Section 2. Redemptions at the Option of a Shareholder 18
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Section 3. Redemptions at the Option of the Trust 19
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ARTICLE VII. Limitation of Liability; Indemnification 19
Section 1. Trustees, Shareholders, etc. Not Personally Liable 19
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Section 2. Officers and Trustees' Good Faith Action, Expert
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Advice, No Bond or Surety 20
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Section 3. Indemnification of Shareholders 20
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Section 4. Indemnification of Trustees, Officers, etc. 21
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Section 5. Compromise Payment 21
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Section 6. Indemnification Not Exclusive, etc. 22
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Section 7. Insurance 22
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Section 8. Liability of Third Persons Dealing with Trustees 22
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ARTICLE VIII. Miscellaneous 22
Section 1. Dissolution and Liquidation of Trust, Series, or Class 22
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Section 2. Merger and Consolidation; Conversion 23
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(a) Merger and Consolidation. 23
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(b) Conversion 23
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Section 3. Reorganization 24
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Section 4. Amendments 24
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Section 5. Filing of Copies, References, Headings 25
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Section 6. Applicable Law 25
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Section 7. Provisions in Conflict with Law or Regulations 25
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Section 8. Business Trust Only 26
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Section 9. Use of the Name "Golden Oak(R)" 26
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AGREEMENT AND DECLARATION OF TRUST
OF
GOLDEN OAK(R) FAMILY OF FUNDS
AGREEMENT AND DECLARATION OF TRUST made as of this 15th day of May 2002,
by the Trustees hereunder, and by the holders of shares of beneficial interest
to be issued hereunder as hereinafter provided. This Agreement and Declaration
of Trust shall be effective upon the filing of the Certificate of Trust in the
office of the Secretary of State of the State of Delaware.
W I T N E S S E T H:
WHEREAS this Trust has been formed to carry on the business of an
investment company; and
WHEREAS this Trust is authorized to issue its shares of beneficial
interest in separate Series, and to issue classes of Shares of any Series or
divide Shares of any Series into two or more classes, all in accordance with
the provisions hereinafter set forth; and
WHEREAS the Trustees have agreed to manage all property coming into their
hands as trustees of a Delaware business trust in accordance with the
provisions of the Delaware Business Trust Act (12 Del. C. ss.3801, et seq.), as
from time to time amended and including any successor statute of similar import
(the "DBTA"), and the provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all cash,
securities and other assets which they may from time to time acquire in any
manner as Trustees hereunder IN TRUST to manage and dispose of the same upon
the following terms and conditions for the benefit of the holders from time to
time of shares of beneficial interest in this Trust and the Series created
hereunder as hereinafter set forth.
ARTICLE I.
Name and Definitions
Section 1. Name. This Trust shall be known as "Golden Oak(R) Family of
Funds" and the Trustees shall conduct the business of the Trust under that
name, or any other name as they may from time to time determine.
Section 2. Registered Agent and Registered Office; Principal Place of
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Business.
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(a) Registered Agent and Registered Office. The name of the registered
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agent of the Trust and the address of the registered office of the Trust are as
set forth on the Certificate of Trust.
(b) Principal Place of Business. The principal place of business of
the Trust is 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, 00000-0000 or such
other location within or outside of the State of Delaware as the Board of
Trustees may determine from time to time.
Section 3. Definitions. Whenever used herein, unless otherwise required
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by the context or specifically provided:
(a) "1940 Act" shall mean the Investment Company Act of 1940 and the
rules and regulations thereunder, all as adopted or amended from time to time;
(b) "Affiliate" shall have the meaning given to it in Section 2(a)(3)
of the 1940 Act when used with reference to a specified Person;
(c) "Board of Trustees" shall mean the governing body of the Trust,
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which is comprised of the Trustees of the Trust;
(d) "By-Laws" shall mean the By-Laws of the Trust, as amended from time
to time in accordance with Article IX of the By-Laws, and incorporated herein
by reference;
(e) "Certificate of Trust" shall mean the certificate of trust filed
with the Office of the Secretary of State of the State of Delaware as required
under the DBTA to form the Trust;
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended,
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and the rules and regulations thereunder;
(g) "Commission" shall have the meaning given it in Section 2(a)(7) of
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the 1940 Act;
(h) "DBTA" shall mean the Delaware Business Trust Act (12 Del. C.
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ss.3801, et seq.), as amended from time to time;
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(i) "Declaration of Trust" shall mean this Agreement and Declaration of
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Trust, as amended or restated from time to time;
(j) "General Liabilities" shall have the meaning given it in Article
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III, Section 6(b) of this Declaration Trust;
(k) "Interested Person" shall have the meaning given it in Section
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2(a)(19) of the 1940 Act;
(l) "Investment Adviser" or "Adviser" shall mean a party furnishing
services to the Trust pursuant to any contract described in Article IV, Section
7(a) hereof;
(m) "Person" shall include a natural person, partnership, limited
partnership, trust, estate, association, corporation, custodian, nominee or any
other individual or entity in its own or any representative capacity;
(n) "Principal Underwriter" shall have the meaning given to it in
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Section 2(a)(29) of the 1940 Act;
(o) "Series" shall refer to each Series of Shares established and
designated under or in accordance with the provisions of Article III and shall
mean an entity such as that described in Section 18(f)(2) of the 1940 Act, and
subject to Rule 18f-2 thereunder;
(p) "Shares" shall mean the outstanding shares of beneficial interest
into which the beneficial interest in the Trust shall be divided from time to
time, and shall include fractional and whole shares;
(q) "Shareholder" shall mean a record owner of Shares;
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(r) "Trust" shall refer to the Delaware business trust established by
this Declaration of Trust, as amended from time to time;
(s) "Trust Property" shall mean any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or one or more of any Series, including, without limitation, the rights
referenced in Article VIII, Section 2 hereof; and
(t) "Trustee" or "Trustees" shall refer to each signatory to this
Declaration of Trust as a trustee, so long as such signatory continues in
office in accordance with the terms hereof, and all other Persons who may, from
time to time, be duly elected or appointed, qualified and serving on the Board
of Trustees in accordance with the provisions hereof. Reference herein to a
Trustee or the Trustees shall refer to such Person or Persons in their capacity
as trustees hereunder.
ARTICLE II.
Purpose of Trust
The purpose of the Trust is to conduct, operate and carry on the business
of a registered management investment company registered under the 1940 Act
through one or more Series investing primarily in securities and, in addition
to any authority given by law, to exercise all of the powers and to do any and
all of the things as fully and to the same extent as any private corporation
organized for profit under the general corporation law of the State of
Delaware, now or hereafter in force, including, without limitation, the
following powers:
(a) To invest and reinvest cash, to hold cash uninvested, and to
subscribe for, invest in, reinvest in, purchase or otherwise acquire, own,
hold, pledge, sell, assign, mortgage, transfer, exchange, distribute, write
options on, lend or otherwise deal in or dispose of contracts for the future
acquisition or delivery of fixed income or other securities, and securities or
property of every nature and kind, including, without limitation, all types of
bonds, debentures, stocks, preferred stocks, negotiable or non-negotiable
instruments, obligations, evidences of indebtedness, certificates of deposit or
indebtedness, commercial paper, repurchase agreements, bankers' acceptances,
and other securities of any kind, issued, created, guaranteed, or sponsored by
any and all Persons, including, without limitation, states, territories, and
possessions of the United States and the District of Columbia and any political
subdivision, agency, or instrumentality thereof, any foreign government or any
political subdivision of the U.S. Government or any foreign government, or any
international instrumentality, or by any bank or savings institution, or by any
corporation or organization organized under the laws of the United States or of
any state, territory, or possession thereof, or by any corporation or
organization organized under any foreign law, or in "when issued" contracts for
any such securities, and to change the investments of the assets of the Trust;
(b) To exercise any and all rights, powers and privileges with
reference to or incident to ownership or interest, use and enjoyment of any of
such securities and other instruments or property of every kind and
description, including, but without limitation, the right, power and privilege
to own, vote, hold, purchase, sell, negotiate, assign, exchange, lend,
transfer, mortgage, hypothecate, lease, pledge or write options with respect to
or otherwise deal with, dispose of, use, exercise or enjoy any rights, title,
interest, powers or privileges under or with reference to any of such
securities and other instruments or property, the right to consent and
otherwise act with respect thereto, with power to designate one or more
Persons, to exercise any of said rights, powers, and privileges in respect of
any of said instruments, and to do any and all acts and things for the
preservation, protection, improvement and enhancement in value of any of such
securities and other instruments or property;
(c) To sell, exchange, lend, pledge, mortgage, hypothecate, lease or
write options with respect to or otherwise deal in any property rights relating
to any or all of the assets of the Trust or any Series, subject to any
requirements of the 1940 Act;
(d) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;
(e) To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities;
(f) To hold any security or property in a form not indicating that it
is trust property, whether in bearer, unregistered or other negotiable form, or
in its own name or in the name of a custodian or subcustodian or a nominee or
nominees or otherwise or to authorize the custodian or a subcustodian or a
nominee or nominees to deposit the same in a securities depository;
(g) To consent to, or participate in, any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which is
held in the Trust; to consent to any contract, lease, mortgage, purchase or
sale of property by such corporation or issuer; and to pay calls or
subscriptions with respect to any security held in the Trust;
(h) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Trustees shall
deem proper, and to agree to pay, and to pay, such portion of the expenses and
compensation of such committee, depositary or trustee as the Trustees shall
deem proper;
(i) 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;
(j) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;
(k) To endorse or guarantee the payment of any notes or other
obligations of any Person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;
(l) To purchase and pay for entirely out of Trust Property such
insurance as the Trustees may deem necessary or appropriate for the conduct of
the business, including, without limitation, insurance policies insuring the
assets of the Trust or payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, Investment Advisers, Principal Underwriters, or
independent contractors of the Trust, individually against all claims and
liabilities of every nature arising by reason of holding Shares, holding, being
or having held any such office or position, or by reason of any action alleged
to have been taken or omitted by any such Person as Trustee, officer, employee,
agent, Investment Adviser, Principal Underwriter, or independent contractor, to
the fullest extent permitted by this Declaration of Trust, the Bylaws and by
applicable law;
(m) To adopt, establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life
insurance and annuity contracts as a means of providing such retirement and
other benefits, for any or all of the Trustees, officers, employees and agents
of the Trust;
(n) To purchase or otherwise acquire, own, hold, sell, negotiate,
exchange, assign, transfer, mortgage, pledge or otherwise deal with, dispose
of, use, exercise or enjoy, property of all kinds;
(o) To buy, sell, mortgage, encumber, hold, own, exchange, rent or
otherwise acquire and dispose of, and to develop, improve, manage, subdivide,
and generally to deal and trade in real property, improved and unimproved, and
wheresoever situated; and to build, erect, construct, alter and maintain
buildings, structures, and other improvements on real property;
(p) To borrow or raise moneys for any of the purposes of the Trust, and
to mortgage or pledge the whole or any part of the property and franchises of
the Trust, real, personal, and mixed, tangible or intangible, and wheresoever
situated;
(q) To enter into, make and perform contracts and undertakings of every
kind for any lawful purpose, without limit as to amount; and
(r) To issue, purchase, sell and transfer, reacquire, hold, trade and
deal in Shares, bonds, debentures and other securities, instruments or other
property of the Trust, from time to time, to such extent as the Board of
Trustees shall, consistent with the provisions of this Declaration of Trust,
determine; and to repurchase, re-acquire and redeem, from time to time, its
Shares or, if any, its bonds, debentures and other securities.
The Trust shall not be limited to investing in obligations maturing
before the possible dissolution of the Trust or one or more of its Series. The
Trust shall not in any way be bound or limited by any present or future law or
custom in regard to investment by fiduciaries. Neither the Trust nor the
Trustees shall be required to obtain any court order to deal with any assets of
the Trust or take any other action hereunder.
The foregoing clauses shall each be construed as purposes, objects and
powers, and it is hereby expressly provided that the foregoing enumeration of
specific purposes, objects and powers shall not be held to limit or restrict in
any manner the powers of the Trust, and that they are in furtherance of, and in
addition to, and not in limitation of, the general powers conferred upon the
Trust by the DBTA and the other laws of the State of Delaware or otherwise; nor
shall the enumeration of one thing be deemed to exclude another, although it be
of like nature, not expressed.
ARTICLE III.
Shares
Section 1. Division of Beneficial Interest. The beneficial interest in
the Trust shall at all times be divided into Shares, all without par value.
The number of Shares authorized hereunder is unlimited. The Board of Trustees
may authorize the division of Shares into separate and distinct Series and the
division of any Series into separate classes of Shares. The different Series
and classes shall be established and designated, and the variations in the
relative rights and preferences as between the different Series and classes
shall be fixed and determined by the Board of Trustees without the requirement
of Shareholder approval. If no separate Series or classes shall be
established, the Shares shall have the rights and preferences provided for
herein and in Article III, Section 6 hereof to the extent relevant and not
otherwise provided for herein, and all references to Series and classes shall
be construed (as the context may require) to refer to the Trust. The fact that
a Series shall have initially been established and designated without any
specific establishment or designation of classes (i.e., that all Shares of such
Series are initially of a single class) shall not limit the authority of the
Board of Trustees to establish and designate separate classes of said Series.
The fact that a Series shall have more than one established and designated
class, shall not limit the authority of the Board of Trustees to establish and
designate additional classes of said Series, or to establish and designate
separate classes of the previously established and designated classes.
The Board of Trustees shall have the power to issue Shares of the Trust,
or any Series or class thereof, from time to time for such consideration (but
not less than the net asset value thereof) and in such form as may be fixed
from time to time pursuant to the direction of the Board of Trustees.
The Board of Trustees may hold as treasury shares, reissue for such
consideration and on such terms as they may determine, or cancel, at their
discretion from time to time, any Shares of any Series reacquired by the
Trust. The Board of Trustees may classify or reclassify any unissued Shares or
any Shares previously issued and reacquired of any Series or class into one or
more Series or classes that may be established and designated from time to
time. Notwithstanding the foregoing, the Trust and any Series thereof may
acquire, hold, sell and otherwise deal in, for purposes of investment or
otherwise, the Shares of any other Series of the Trust or Shares of the Trust,
and such Shares shall not be deemed treasury shares or canceled.
Subject to the provisions of Section 6 of this Article III, each Share
shall have voting rights as provided in Article V hereof, and the Shareholders
of any Series shall be entitled to receive dividends and distributions, when,
if and as declared with respect thereto in the manner provided in Article IV,
Section 3 hereof. No Share shall have any priority or preference over any
other Share of the same Series or class with respect to dividends or
distributions paid in the ordinary course of business or distributions upon
dissolution of the Trust or of such Series or class made pursuant to Article
VIII, Section 1 hereof. All dividends and distributions shall be made ratably
among all Shareholders of a particular class or Series from the Trust Property
held with respect to such Series according to the number of Shares of such
class of such Series held of record by such Shareholders on the record date for
any dividend or distribution. Shareholders shall have no preemptive or other
right to subscribe to new or additional Shares or other securities issued by
the Trust or any Series. The Trustees may from time to time divide or combine
the Shares of any particular Series into a greater or lesser number of Shares
of that Series. Such division or combination may not materially change the
proportionate beneficial interests of the Shares of that Series in the Trust
Property held with respect to that Series or materially affect the rights of
Shares of any other Series.
Any Trustee, officer or other agent of the Trust, and any organization in
which any such Person is interested, may acquire, own, hold and dispose of
Shares of the Trust to the same extent as if such Person were not a Trustee,
officer or other agent of the Trust; and the Trust may issue and sell or cause
to be issued and sold and may purchase Shares from any such Person or any such
organization subject only to the general limitations, restrictions or other
provisions applicable to the sale or purchase of such Shares generally.
Section 2. Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust kept by the Trust or by a transfer or
similar agent for the Trust, which books shall be maintained separately for the
Shares of each Series and class thereof that has been established and
designated. No certificates certifying the ownership of Shares shall be issued
except as the Board of Trustees may otherwise determine from time to time. The
Board of Trustees may make such rules not inconsistent with the provisions of
the 1940 Act as it considers appropriate for the issuance of Share
certificates, the transfer of Shares of each Series or class and similar
matters. The record books of the Trust as kept by the Trust or any transfer or
similar agent, as the case may be, shall be conclusive as to who are the
Shareholders of each Series or class thereof and as to the number of Shares of
each Series or class thereof held from time to time by each such Shareholder.
Section 3. Investments in the Trust. Investments may be accepted by the
Trust from such Persons, at such times, on such terms, and for such
consideration as the Board of Trustees may, from time to time, authorize. Each
investment shall be credited to the individual Shareholder's account in the
form of full and fractional Shares of the Trust, in such Series or class as the
purchaser may select, at the net asset value per Share next determined for such
Series or class after receipt of the investment; provided, however, that the
Principal Underwriter may, in its sole discretion, impose a sales charge upon
investments in the Trust.
Section 4. Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving to Shareholders only the
rights provided in this Declaration of Trust and under applicable law. Every
Shareholder by virtue of having become a Shareholder shall be held to have
expressly assented and agreed to the terms hereof and to have become a party
hereto. The death of a Shareholder during the existence of the Trust shall not
operate to dissolve the Trust or any Series, 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 or any Series, but entitles such
representative only to the rights of said deceased Shareholder under this
Declaration of Trust. Ownership of Shares shall not entitle the Shareholder to
any title in or to the whole or any part of the Trust Property or right to call
for a partition or division of the same or for an accounting, nor shall the
ownership of Shares constitute the Shareholders as partners. Neither the Trust
nor the Trustees, nor any officer, employee or agent of the Trust, shall have
any power to bind personally any Shareholder, nor, except as specifically
provided herein, to call upon any Shareholder for the payment of any sum of
money other than such as the Shareholder may at any time personally agree to
pay. All Shares when issued on the terms determined by the Board of Trustees
shall be fully paid and nonassessable. As provided in the DBTA, Shareholders
of the Trust shall be entitled to the same limitation of personal liability
extended to stockholders of a private corporation organized for profit under
the general corporation law of the State of Delaware.
Section 5. Power of Board of Trustees to Change Provisions Relating to
Shares. Notwithstanding any other provisions of this Declaration of Trust and
without limiting the power of the Board of Trustees to amend this Declaration
of Trust or the Certificate of Trust as provided elsewhere herein, the Board of
Trustees shall have the power to amend this Declaration of Trust, or the
Certificate of Trust, at any time and from time to time, in such manner as the
Board of Trustees may determine in its sole discretion, without the need for
Shareholder action, so as to add to, delete, replace or otherwise modify any
provisions relating to the Shares contained in this Declaration of Trust,
provided that Shareholder approval is not otherwise required by the 1940 Act or
other applicable law.
The Board of Trustees shall have the power, in its discretion, to make
such elections as to the tax status of the Trust as may be permitted or
required under the Code as presently in effect or as amended, without the vote
of any Shareholder.
Section 6. Establishment and Designation of Series. The establishment
and designation of any Series or class of Shares shall be effective upon the
resolution by a majority of the then Board of Trustees, adopting a resolution
which sets forth such establishment and designation and the relative rights and
preferences of such Series or class. Each such resolution shall be
incorporated herein by reference upon adoption.
Each Series shall be separate and distinct from any other Series and
shall maintain separate and distinct records on the books of the Trust, and the
assets and liabilities belonging to any such Series shall be held and accounted
for separately from the assets and liabilities of the Trust or any other Series.
Shares of each Series or class established pursuant to this Section 6,
unless otherwise provided in the resolution establishing such Series, shall
have the following relative rights and preferences:
(a) Assets Held with Respect to a Particular Series. All consideration
received by the Trust for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source
derived, including, without limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably be held with respect to that Series for all purposes, subject only
to the rights of creditors with respect to that Series, and shall be so
recorded upon the books of account of the Trust. Such consideration, assets,
income, earnings, profits and proceeds thereof, from whatever source derived,
including, without limitation, any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds, in whatever form the same may be, are herein
referred to as "assets held with respect to" that Series. In the event that
there are any assets, income, earnings, profits and proceeds thereof, funds or
payments which are not readily identifiable as assets held with respect to any
particular Series (collectively "General Assets"), the Board of Trustees shall
allocate such General Assets to, between or among any one or more of the Series
in such manner and on such basis as the Board of Trustees, in its sole
discretion, deems fair and equitable, and any General Asset so allocated to a
particular Series shall be held with respect to that Series. Each such
allocation by the Board of Trustees shall be conclusive and binding upon the
Shareholders of all Series for all purposes.
(b) Liabilities Held with Respect to a Particular Series or Class. The
assets of the Trust held with respect to each particular Series shall be
charged against the liabilities of the Trust held with respect to that Series
and all expenses, costs, charges and reserves attributable to that Series, and
any liabilities, expenses, costs, charges and reserves of the Trust which are
not readily identifiable as being held with respect to any particular Series
(collectively "General Liabilities") shall be allocated and charged by the
Board of Trustees to and among any one or more of the Series in such manner and
on such basis as the Board of Trustees, in its sole discretion, deems fair and
equitable. The liabilities, expenses, costs, charges, and reserves so charged
to a Series are herein referred to as "liabilities held with respect to" that
Series. Each allocation of liabilities, expenses, costs, charges and reserves
by the Board of Trustees shall be conclusive and binding upon the Shareholders
of all Series for all purposes. All Persons who have extended credit which has
been allocated to a particular Series, or who have a claim or contract which
has been allocated to any particular Series, shall look, and shall be required
by contract to look exclusively, to the assets of that particular Series for
payment of such credit, claim, or contract. In the absence of an express
contractual agreement so limiting the claims of such creditors, claimants and
contract providers, each creditor, claimant and contract provider will be
deemed nevertheless to have impliedly agreed to such limitation.
Subject to the right of the Board of Trustees in its discretion to
allocate General Liabilities as provided herein, the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to a particular Series, whether such Series is now authorized and
existing pursuant to this Declaration of Trust or is hereafter authorized and
existing pursuant to this Declaration of Trust, shall be enforceable against
the assets held with respect to that Series only, and not against the assets of
any other Series or the Trust generally and none of the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to the Trust generally or any other Series thereof shall be enforceable
against the assets held with respect to such Series. Notice of this limitation
on liabilities between and among Series shall be set forth in the Certificate
of Trust of the Trust (whether originally or by amendment) as filed or to be
filed in the Office of the Secretary of State of the State of Delaware pursuant
to the DBTA, and upon the giving of such notice in the Certificate of Trust,
the statutory provisions of Section 3804 of the DBTA relating to limitations on
liabilities between and among Series (and the statutory effect under Section
3804 of setting forth such notice in the Certificate of Trust) shall become
applicable to the Trust and each Series.
Liabilities, debts, obligations, costs, charges, reserves and expenses
related to the distribution of, and other identified expenses that should
properly be allocated to, the Shares of a particular class may be charged to
and borne solely by such class. The bearing of expenses solely by a particular
class of Shares may be appropriately reflected (in a manner determined by the
Board of Trustees) and may affect the net asset value attributable to, and the
dividend, redemption and liquidation rights of, such class. Each allocation of
liabilities, debts, obligations, costs, charges, reserves and expenses by or
under the direction of the Board of Trustees shall be conclusive and binding
upon the Shareholders of all classes for all purposes. All Persons who have
extended credit that has been allocated to a particular class, or who have a
claim or contract that has been allocated to any particular class, shall look,
and may be required by contract to look exclusively, to that particular class
for payment of such credit, claim, or contract.
(c) Dividends, Distributions, Redemptions and Repurchases.
Notwithstanding any other provisions of this Declaration of Trust, including,
without limitation, Article VI, no dividend or distribution including, without
limitation, any distribution paid upon dissolution of the Trust or of any
Series or class with respect to, nor any redemption or repurchase of, the
Shares of any Series or class shall be effected by the Trust other than from
the assets held with respect to such Series or class, nor, except as
specifically provided in Section 4 of Article VII or Section 5 of Article IV,
shall any Shareholder of any particular Series or class otherwise have any
right or claim against the assets held with respect to any other Series or
class or the Trust generally except to the extent that such Shareholder has
such a right or claim hereunder as a Shareholder of such other Series or
class. The Board of Trustees shall have full discretion, to the extent not
inconsistent with the 1940 Act, to determine which items shall be treated as
income and which items as capital; and each such determination and allocation
shall be conclusive and binding upon the Shareholders.
(d) Voting. All Shares of the Trust entitled to vote on a matter shall
vote on the matter in the aggregate without differentiation between the
separate Series or classes. Notwithstanding the foregoing, (i) if any matter
affects only the interests of some but not all Series or classes, then only the
Shareholders of such affected Series or classes shall be entitled to vote on
the matter; and (ii) with respect to matters which would otherwise be voted on
by two or more Series or classes as a single class, the Trustees may, in their
sole discretion, submit such matters to the Shareholders of any or all such
Series or classes, separately.
(e) Equality. All Shares of each particular Series shall represent an
equal proportionate undivided beneficial interest in the assets held with
respect to that Series (subject to the liabilities held with respect to that
Series and such rights and preferences as may have been established and
designated with respect to classes of Shares within such Series), and each
Share of any particular Series shall be equal to each other Share of that
Series (subject to the rights and preferences with respect to separate classes
of such Series).
(f) Fractions. Any fractional Share of a Series shall carry
proportionately all the rights and obligations of a whole Share of that Series,
including rights with respect to voting, receipt of dividends and
distributions, redemption of Shares and dissolution of the Trust or that Series.
(g) Exchange Privilege. The Board of Trustees shall have the authority
to provide that the holders of Shares of any Series or class shall have the
right to exchange said Shares for Shares of one or more other Series or classes
in accordance with such requirements and procedures as may be established by
the Board of Trustees, and in accordance with the 1940 Act and the rules and
regulations thereunder.
(h) Combination of Series or Class. The Board of Trustees shall have
the authority, without the approval of the Shareholders of any Series or class,
unless otherwise required by applicable law, to combine the assets and
liabilities held with respect to any two or more Series or two or more classes
into assets and liabilities held with respect to a single Series or class,
respectively.
(i) Elimination of Series or Class. At any time that there are no
Shares outstanding of any particular Series or class previously established and
designated, the Board of Trustees may by resolution of a majority of the then
Board of Trustees abolish that Series or class and rescind the establishment
and designation thereof.
ARTICLE IV.
The Board of Trustees
Section 1. Number, Election and Tenure. The number of Trustees
constituting the Board of Trustees may be fixed from time to time by a written
instrument signed, or by resolution approved at a duly constituted meeting, by
a majority of the Board of Trustees, provided, however, that the number of
Trustees shall in no event be less than one (1) nor more than twenty (20). The
Board of Trustees, by action of a majority of the then Trustees at a duly
constituted meeting, may fill vacancies in the Board of Trustees. The Board of
Trustees, by action of a two-thirds of the then Trustees at a duly constituted
meeting, may remove any trustee with or without cause. The Shareholders may
elect Trustees, including filling any vacancies in the Board of Trustees, at
any meeting of Shareholders called by the Board of Trustees for that purpose.
A meeting of Shareholders for the purpose of electing one or more Trustees may
be called by the Board of Trustees or, to the extent provided by the 1940 Act
and the rules and regulations thereunder, by the Shareholders. Shareholders
shall have the power to remove a Trustee only to the extent provided by the
1940 Act and the rules and regulations thereunder.
Each Trustee shall serve during the continued lifetime of the Trust until
he or she dies, resigns, is declared bankrupt or incompetent by a court of
appropriate jurisdiction, or is removed, or, if sooner than any of such events,
until the next meeting of Shareholders called for the purpose of electing
Trustees and until the election and qualification of his or her successor. Any
Trustee may resign at any time by written instrument signed by him or her and
delivered to any officer of the Trust or to a meeting of the Board of
Trustees. Such resignation shall be effective upon receipt unless specified to
be effective at some later time. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee resigning and no Trustee removed
shall have any right to any compensation for any period following any such
event or any right to damages on account of such events or any actions taken in
connection therewith following his or her resignation or removal.
Section 2. Effect of Death, Resignation, Removal, etc. of a Trustee.
The death, declination, resignation, retirement, removal, declaration as
bankrupt or incapacity of one or more Trustees, but not all of them, shall not
operate to dissolve the Trust or any Series or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust. Whenever a vacancy
in the Board of Trustees shall occur, until such vacancy is filled as provided
in the By-Laws, the Trustee(s) in office, regardless of the number, shall have
all the powers granted to the Board of Trustees and shall discharge all the
duties imposed upon the Board of Trustees by this Declaration of Trust.
Section 3. Powers. Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the Board of Trustees, and
such Board of Trustees shall have all powers necessary or convenient to carry
out that responsibility, including, without limitation, the power to engage in
securities or other transactions of all kinds on behalf of the Trust. The
Board of 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 it may
consider necessary or appropriate in connection with the administration of the
Trust. The Trustees shall not be bound or limited by present or future laws or
customs with regard to investment by trustees or fiduciaries, but, subject to
the other provisions of the Declaration of Trust and By-Laws, shall have full
authority and absolute power and control over the assets of the Trust and the
business of the Trust to the same extent as if the Trustees were the sole
owners of the assets of the Trust and the business in their own right,
including such authority, power and control to do all acts and things as they,
in their sole discretion, shall deem proper to accomplish the purposes of this
Trust. Without limiting the foregoing, the Trustees may: (1) adopt, amend and
repeal By-Laws not inconsistent with this Declaration of Trust providing for
the regulation and management of the affairs of the Trust; (2) fill vacancies
in or remove from their number in accordance with this Declaration of Trust or
the By-Laws, and may elect and remove such officers and appoint and terminate
such agents as they consider appropriate; (3) to delegate such authority as
they consider desirable to a committee or committees comprised of Trustees or
any officers or agents of the Trust including, without limitation, an Executive
Committee; (4) employ one or more custodians of the Trust Property and may
authorize such custodians to employ subcustodians and to deposit all or any
part of such Trust Property in a system or systems for the central handling of
securities or with a Federal Reserve Bank; (5) retain a transfer agent,
dividend disbursing agent, a shareholder servicing agent or administrative
services agent, fund accountant, or all of them; (6) provide for the issuance
and distribution of Shares by the Trust directly or through one or more
Principal Underwriters or otherwise; (7) retain one or more Investment
Adviser(s); (8) redeem, repurchase and transfer Shares pursuant to applicable
law; (9) set record dates for the determination of Shareholders with respect to
various matters, in the manner provided in Article V, Section 5 of this
Declaration of Trust; (10) declare and pay dividends and distributions to
Shareholders from the Trust Property; (11) establish from time to time, in
accordance with the provisions of Article III, Section 6 hereof, any Series or
class of Shares, each such Series to operate as a separate and distinct
investment medium and with separately defined investment objectives and
policies and distinct investment purposes; and (12) in general delegate such
authority as they consider desirable to any officer of the Trust, to any
committee of the Board of Trustees and to any agent or employee of the Trust or
to any such custodian, transfer, dividend disbursing or shareholder servicing
agent, fund accountant, legal counsel, independent auditors for the Trust,
Principal Underwriter or Investment Adviser. The powers of the Board of
Trustees set forth in the Section 3 are without prejudice to any other powers
of the Board of Trustees set forth in this Declaration of Trust and By-Laws.
Any determination as to what is in the best interests of the Trust made by the
Board of Trustees in good faith shall be conclusive.
In construing the provisions of this Declaration of Trust, the
presumption shall be in favor of a grant of power to the Trustees. Unless
otherwise specified herein or required by law, any action by the Board of
Trustees shall be deemed effective if approved or taken by a majority of the
Trustees then in office.
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 or partners of the Trustees,
shall be expected to devote their full time to the performance of such duties.
The Trustees, or any Affiliate shareholder, officer, director, partner or
employee thereof, or any Person owning a legal or beneficial interest therein,
may engage in or possess an interest in any other business or venture of any
nature and description, independently or with or for the account of others.
Section 4. Payment of Fees and Expenses by the Trust. The Board of
Trustees is authorized to pay or cause to be paid out of the principal or
income of the Trust or any particular Series or class, or partly out of the
principal and partly out of the income of the Trust or any particular Series or
class, and to charge or allocate the same to, between or among such one or more
of the Series or classes that may be established or designated pursuant to
Article III, Section 6, as it deems fair, all expenses, fees, charges, taxes
and liabilities incurred by or arising in connection with the maintenance or
operation of the Trust or a particular Series or class, or in connection with
the management thereof, including, but not limited to, the Trustees'
compensation and such expenses, fees, charges, taxes and liabilities for the
services of the Trust's officers, employees, Investment Adviser, Principal
Underwriter, fund accountant, auditors, counsel, custodian, sub-custodian (if
any), transfer agent, dividend disbursing agent, shareholder servicing agent,
and such other agents or independent contractors and such other expenses, fees,
charges, taxes and liabilities as the Board of Trustees may deem necessary or
proper to incur.
Section 5. Payment of Fees and Expenses by Shareholders. The Board of
Trustees shall have the power, as frequently as it may determine, to cause each
Shareholder of the Trust, or each Shareholder of any particular Series, to pay
directly, in advance or arrears, for charges of the Trust's custodian or
transfer, dividend disbursing, fund accounting, shareholder servicing or
similar agent, an amount fixed from time to time by the Board of Trustees, by
setting off such charges due from such Shareholder from declared but unpaid
dividends or distributions owed such Shareholder and/or by reducing the number
of Shares in the account of such Shareholder by that number of full and/or
fractional Shares which represents the outstanding amount of such charges due
from such Shareholder.
Section 6. Ownership of Trust Property. Legal title to all of the Trust
Property shall at all times be considered to be vested in the Trust, except
that the Board of Trustees shall have the power to cause legal title to any
Trust Property to be held by or in the name of any Person as nominee, on such
terms as the Board of Trustees may determine, in accordance with applicable
law.
Section 7. Service Contracts
(a) Subject to such requirements and restrictions as may be set forth
in the By-Laws and/or the 1940 Act, the Board of Trustees may, at any time and
from time to time, contract for exclusive or nonexclusive advisory, management
and/or administrative services for the Trust or for any Series with any
corporation, trust, association or other organization, including any Affiliate;
and any such contract may contain such other terms as the Board of Trustees may
determine, including without limitation, authority for the Investment Adviser
or administrator to determine from time to time without prior consultation with
the Board of Trustees what securities and other instruments or property shall
be purchased or otherwise acquired, owned, held, invested or reinvested in,
sold, exchanged, transferred, mortgaged, pledged, assigned, negotiated, or
otherwise dealt with or disposed of, and what portion, if any, of the Trust
Property shall be held uninvested and to make changes in the Trust's or a
particular Series' investments, or such other activities as may specifically be
delegated to such party.
(b) The Board of Trustees may also, at any time and from time to time,
contract with any corporation, trust, association or other organization,
including any Affiliate, appointing it or them as the exclusive or nonexclusive
distributor or Principal Underwriter for the Shares of the Trust or one or more
of the Series or classes thereof or for other securities to be issued by the
Trust, or appointing it or them to act as the custodian, transfer agent,
dividend disbursing agent, fund accountant, and/or shareholder servicing agent
for the Trust or one or more of the Series or classes thereof.
(c) The Board of Trustees is further empowered, at any time and from
time to time, to contract with any Persons to provide such other services to
the Trust or one or more of its Series, as the Board of Trustees determines to
be in the best interests of the Trust or one or more of its Series.
(d) The fact that:
(i) any of the Shareholders, Trustees, employees or officers of the
Trust is a shareholder, director, officer, partner, trustee,
employee, manager, Adviser, Principal Underwriter, distributor, or
Affiliate or agent of or for any corporation, trust, association,
or other organization, or for any parent or Affiliate of any
organization with which an Adviser's, management or administration
contract, or Principal Underwriter's or distributor's contract, or
custodian, transfer, dividend disbursing, fund accounting,
shareholder servicing or other type of service contract may have
been or may hereafter be made, or that any such organization, or
any parent or Affiliate thereof, is a Shareholder or has an
interest in the Trust, or that
(ii) any corporation, trust, association or other organization with
which an Adviser's, management or administration contract or
Principal Underwriter's or distributor's contract, or custodian,
transfer, dividend disbursing, fund accounting, shareholder
servicing or other type of service contract may have been or may
hereafter be made also has an Adviser's, management or
administration contract, or Principal Underwriter's or
distributor's contract, or custodian, transfer, dividend
disbursing, shareholder servicing or other service contract with
one or more other corporations, trusts, associations, or other
organizations, or has other business or interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee, employee or officer of the Trust from voting upon or
executing the same, or create any liability or accountability to the Trust or
its Shareholders, provided that the establishment of and performance under each
such contract is permissible under the provisions of the 1940 Act.
Section 8. Compensation. Except as set forth in the last sentence of
this Section 8, the Board of Trustees may, from time to time, fix a reasonable
amount of compensation to be paid by the Trust to the Trustees and officers of
the Trust. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, legal, accounting, investment banking or
other services and payment for the same by the Trust.
ARTICLE V.
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers. Subject to the provisions of Article III,
Section 6(d), the Shareholders shall have power to vote only (i) for the
election of Trustees, including the filling of any vacancies in the Board of
Trustees, as provided in Article IV, Section 1; (ii) with respect to such
additional matters relating to the Trust as may be required by this Declaration
of Trust, the By-Laws, the 1940 Act or any registration statement of the Trust
filed with the Commission; and (iii) on such other matters as the Board of
Trustees may consider necessary or desirable. The Shareholder of record (as of
the record date established pursuant to Section 5 of this Article V) of each
Share shall be entitled to one vote for each full Share, and a fractional vote
for each fractional Share. Shareholders shall not be entitled to cumulative
voting in the election of Trustees or on any other matter. Shares may be voted
in person or by proxy.
Section 2. Meetings. Meetings of the Shareholders may be called by the
Board of Trustees for the purpose of electing Trustees as provided in Article
IV, Section 1 and for such other purposes as may be prescribed by law, by this
Declaration of Trust or by the By-Laws. Meetings of the Shareholders may also
be called by the Board of Trustees from time to time for the purpose of taking
action upon any other matter deemed by the Board of Trustees to be necessary or
desirable.
Section 3. Quorum and Required Vote. Except when a larger quorum is
required by applicable law, by the By-Laws or by this Declaration of Trust,
thirty-three and one-third percent (33-1/3%) of the Shares present in person or
represented by proxy and entitled to vote at a Shareholders' meeting shall
constitute a quorum at such meeting. When a separate vote by one or more
Series or classes is required, thirty-three and one-third percent (33-1/3%) of
the Shares of each such Series or class present in person or represented by
proxy and entitled to vote shall constitute a quorum at a Shareholders' meeting
of such Series or class. Subject to the provisions of Article III, Section
6(d), Article VIII, Section 3 and any other provision of this Declaration of
Trust, the By-Laws or applicable law which requires a different vote: (1) in
all matters other than the election of Trustees, the affirmative vote of the
majority of votes cast at a Shareholders' meeting at which a quorum is present
shall be the act of the Shareholders; (2) Trustees shall be elected by a
plurality of the votes cast at a Shareholders' meeting at which a quorum is
present.
Section 4. Shareholder Action by Written Consent without a Meeting. Any
action which may be taken at any meeting of Shareholders may be taken without a
meeting and without prior notice if a consent in writing setting forth the
action so taken is signed by the holders of Shares having not less than the
minimum number of votes that would be necessary to authorize or take that
action at a meeting at which all Shares entitled to vote on that action were
present and voted. All such consents shall be filed with the secretary of the
Trust and shall be maintained in the Trust's records. Any Shareholder giving a
written consent or the Shareholder's proxy holders or a transferee of the
Shares or a personal representative of the Shareholder or its respective
proxy-holder may revoke the consent by a writing received by the secretary of
the Trust before written consents of the number of Shares required to authorize
the proposed action have been filed with the secretary.
If the consents of all Shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
Shareholders shall not have been received, the secretary shall give prompt
notice of the action taken without a meeting to such Shareholders. This notice
shall be given in the manner specified in the By-Laws.
Section 5. Record Dates. For purposes of determining the Shareholders
entitled to notice of any meeting or to vote or entitled to give consent to
action without a meeting, the Board of Trustees may fix in advance a record
date which shall not be more than one hundred eighty (180) days nor less than
seven (7) days before the date of any such meeting.
If the Board of Trustees does not so fix a record date:
(a) The record date for determining Shareholders entitled to notice of
or to vote at a meeting of Shareholders shall be at the close of business on
the business day before the notice is given or, if notice is waived, at the
close of business on the business day which is five (5) business days before
the day on which the meeting is held.
(b) The record date for determining Shareholders entitled to give
consent to action in writing without a meeting, (i) when no prior action by the
Board of Trustees has been taken, shall be the day on which the first written
consent is given, or (ii) when prior action of the Board of Trustees has been
taken, shall be at the close of business on the day on which the Board of
Trustees adopts the resolution taking such prior action.
For the purpose of determining the Shareholders of any Series or class
who are entitled to receive payment of any dividend or of any other
distribution, the Board of Trustees may from time to time fix a date, which
shall be before the date for the payment of such dividend or such other
distribution, as the record date for determining the Shareholders of such
Series or class having the right to receive such dividend or distribution.
Nothing in this Section shall be construed as precluding the Board of Trustees
from setting different record dates for different Series or classes.
Section 6. Additional Provisions. The By-Laws may include further
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provisions for Shareholders' votes, meetings and related matters.
ARTICLE VI.
Net Asset Value, Distributions and Redemptions
Section 1. Determination of Net Asset Value, Net Income and
Distributions. Subject to Article III, Section 6 hereof, the Board of Trustees
shall have the power to fix an initial offering price for the Shares of any
Series or class thereof which shall result in such Series or class being valued
at not less than the net asset value thereof, at which price the Shares of such
Series or class shall be offered initially for sale, and to determine from time
to time thereafter the offering price which shall result in such Series or
class being valued at not less than the net asset value thereof from sales of
the Shares of such Series or class; provided, however, that no Shares of a
Series or class thereof shall be issued or sold for consideration which shall
result in such Series or class being valued at less than the net asset value of
the Shares of such Series or class next determined after the receipt of the
order (or at such other times set by the Board of Trustees), except in the case
of Shares of such Series or class issued in payment of a dividend properly
declared and payable.
Subject to Article III, Section 6 hereof, the Board of Trustees, in its
absolute discretion, may prescribe and shall set forth in the By-laws or in a
duly adopted vote of the Board of Trustees such bases and time for determining
the per Share or net asset value of the Shares of any Series or net income
attributable to the Shares of any Series, or the declaration and payment of
dividends and distributions on the Shares of any Series, as they may deem
necessary or desirable.
Section 2. Redemptions at the Option of a Shareholder. Unless otherwise
provided in the prospectus of the Trust relating to the Shares, as such
prospectus may be amended from time to time ("Prospectus"):
(a) The Trust shall purchase such Shares as are offered by any
Shareholder for redemption, upon the presentation of a proper instrument of
transfer together with a request directed to the Trust or a Person designated
by the Trust that the Trust purchase such Shares or in accordance with such
other procedures for redemption as the Board of Trustees may from time to time
authorize; and the Trust will pay therefore the net asset value thereof, in
accordance with the By-Laws and applicable law. The payment of redemption
proceeds may be reduced by any applicable sales charges or fees described in
the Prospectus. Payment for said Shares shall be made by the Trust to the
Shareholder within seven days after the date on which the request is received
in proper form. The obligation set forth in this Section 2 may be suspended or
postponed in accordance with Section 22(e) of the 1940 Act and the rules and
regulations thereunder or as otherwise permitted by the Commission. If
certificates have been issued to a Shareholder, any such request by such
Shareholder must be accompanied by surrender of any outstanding certificate or
certificates for such Shares in form for transfer, together with such proof of
the authenticity of signatures as may reasonably be required on such Shares and
accompanied by proper stock transfer stamps, if applicable.
(b) Payments for Shares so redeemed by the Trust shall be made in cash,
except payment for such Shares may, at the option of the Board of Trustees, or
such officer or officers as it may duly authorize in its complete discretion,
be made in kind or partially in cash and partially in kind. In case of any
payment in kind, the Board of Trustees, or its delegate, shall have absolute
discretion as to what security or securities of the Trust shall be distributed
in kind and the amount of the same; and the securities shall be valued for
purposes of distribution at the value at which they were appraised in computing
the then current net asset value of the Shares, provided that any Shareholder
who cannot legally acquire securities so distributed in kind by reason of the
prohibitions of the 1940 Act or the provisions of the Employee Retirement
Income Security Act ("ERISA") shall receive cash. Shareholders shall bear the
expenses of in-kind transactions, including, but not limited to, transfer
agency fees, custodian fees and costs of disposition of such securities.
(c) If payment for Shares shall be made other than exclusively in cash,
any securities to be delivered as part of such payment shall be delivered as
promptly as any necessary transfers of such securities on the books of the
several corporations whose securities are to be delivered practicably can be
made, which may not necessarily occur within such seven day period. In no case
shall the Trust be liable for any delay of any corporation or other Person in
transferring securities selected for delivery as all or part of any payment in
kind.
(d) The right of Shareholders to receive dividends or other
distributions on Shares may be set forth in a Plan adopted by the Board of
Trustees and amended from time to time pursuant to Rule 18f-3 of the 1940 Act.
The right of any Shareholder of the Trust to receive dividends or other
distributions on Shares redeemed and all other rights of such Shareholder with
respect to the Shares so redeemed by the Trust, except the right of such
Shareholder to receive payment for such Shares, shall cease at the time as of
which the purchase price of such Shares shall have been fixed, as provided
above.
Section 3. Redemptions at the Option of the Trust. The Board of
Trustees may, from time to time, without the vote or consent of the
Shareholders, and subject to the 1940 Act, redeem Shares or authorize the
closing of any Shareholder account, subject to such conditions as may be
established by the Board of Trustees.
ARTICLE VII.
Limitation of Liability; Indemnification
Section 1. Trustees, Shareholders, etc. Not Personally Liable. The
Trustees, officers, employees and agents of the Trust, in incurring any debts,
liabilities or obligations, or in limiting or omitting any other actions for or
in connection with the Trust, are or shall be deemed to be acting as Trustees,
officers, employees or agents of the Trust and not in their own capacities. No
Shareholder shall be subject to any personal liability whatsoever in tort,
contract or otherwise to any other Person or Persons in connection with the
assets or the affairs of the Trust or of any Series or class, and subject to
Sections 3 and 5 of this Article VII, no Trustee, officer, employee or agent of
the Trust shall be subject to any personal liability whatsoever in tort,
contract, or otherwise, to any other Person or Persons in connection with the
assets or affairs of the Trust or of any Series or class, save only that
arising from his or her own willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office
or the discharge of his or her duties. The Trust (or if the matter relates
only to a particular Series or class, that Series or class) shall be solely
liable for any and all debts, claims, demands, judgments, decrees, liabilities
or obligations of any and every kind, against or with respect to the Trust or
such Series or class in tort, contract or otherwise in connection with the
assets or the affairs of the Trust or such Series or class, and all Persons
dealing with the Trust or any Series or class shall be deemed to have agreed
that resort shall be had solely to the Trust Property of the Trust (or if the
matter relates only to a particular Series or class, that of such Series or
class), for the payment or performance thereof.
The Trustees may provide that every note, bond, contract, instrument,
certificate or undertaking made or issued by the Trustees or by any officer or
officers shall give notice that a Certificate of Trust in respect of the Trust
is on file with the Secretary of State of the State of Delaware and may recite
to the effect that the same was executed or made by or on behalf of the Trust
or by them as Trustee or Trustees or as officer or officers, and not
individually, and that the obligations of any instrument made or issued by the
Trustees or by any officer or officers of the Trust are not binding upon any of
them or the Shareholders individually but are binding only upon the assets and
property of the Trust, or the particular Series in question, as the case may
be. The omission of any statement to such effect from such instrument shall
not operate to bind any Trustee or Trustees or officer or officers or
Shareholder or Shareholders individually, or to subject the assets of any
Series or class to the obligations of any other Series or class.
Section 2. Officers and Trustees' Good Faith Action, Expert Advice, No
Bond or Surety. The exercise by the Trustees of their powers and discretion
hereunder shall be binding upon everyone interested. An officer or Trustee
shall be liable to the Trust and to any Shareholder solely for such officer's
or Trustee's own willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of such officer
or Trustee, and for nothing else, and shall not be liable for errors of
judgment or mistakes of fact or law. Subject to the foregoing, the Trustees
shall not be responsible or liable in any event for any neglect or wrongdoing
of any officer, agent, employee, consultant, investment adviser, administrator,
distributor, underwriter, custodian or transfer agent, dividend disbursing
agent, shareholder servicing agent or accounting agent of the trust, nor shall
any Trustee be responsible for the act or omission of any other Trustee. In
discharging their duties, the Trustees, when acting in good faith, shall be
entitled to rely upon the books of account of the Trust and upon written
reports made to the Trustees by an officer appointed by them, any independent
public accountant or auditor, and (with respect to the subject matter of the
relevant contract involved) any officer, partner or responsible employee of a
contracting party employed by the Trust. The officers and Trustees may obtain
the advice of counsel or other experts with respect to the meaning and
operation of this Declaration of Trust and their duties as officers or
Trustees. No such officer or Trustee shall be liable for any act or omission
in accordance with such advice and no inference concerning liability shall
arise from a failure to follow such advice. The officers and Trustees shall
not be required to give any bond as such, nor any surety if a bond is required.
Section 3. Indemnification of Shareholders. If any Shareholder (or
former Shareholder) of the Trust shall be charged or held to be personally
liable for any obligation or liability of the Trust solely by reason of being
or having been a Shareholder and not because of such Shareholder's acts or
omissions or for some other reason, the Trust (upon proper and timely request
by the Shareholder) may assume the defense against such charge and satisfy any
judgment thereon or may reimburse the Shareholder or former Shareholder for
expenses, and the Shareholder or former Shareholder (or the heirs, executors,
administrators or other legal representatives thereof, or in the case of a
corporation or other entity, its corporate or other general successor) shall be
entitled (but solely out of the assets of the Series of which such Shareholder
or former Shareholder is or was the holder of Shares) to be held harmless from
and indemnified against all loss and expense arising from such liability.
Section 4. Indemnification of Trustees, Officers, etc. Subject to the
limitations, if applicable, hereinafter set forth in this Section 4, the Trust
shall indemnify (from the assets of one or more Series to which the conduct in
question relates) each of its Trustees, officers, employees and agents
(including Persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise (hereinafter, together with such Person's
heirs, executors, administrators or personal representatives, referred to as a
"Covered Person")) against all liabilities, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and expenses, including reasonable accountants' and counsel fees,
incurred by any Covered Person in connection with the defense or disposition of
any action, suit or other proceeding, whether civil or criminal, before any
court or administrative or legislative body, in which such Covered Person may
be or may have been involved as a party or otherwise or with which such Covered
Person may be or may have been threatened, while in office or thereafter, by
reason of being or having been such a Trustee or officer, director or trustee,
except with respect to any matter as to which it has been determined that such
Covered Person (i) did not act in good faith in the reasonable belief that such
Covered Person's action was in or not opposed to the best interests of the
Trust; or (ii) had acted with willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of such Covered
Person's office; and (iii) for a criminal proceeding, had reasonable cause to
believe that his or her conduct was unlawful (the conduct described in (i),
(ii) and (iii) being referred to hereafter as "Disabling Conduct"). A
determination that the Covered Person is entitled to indemnification may be
made by (i) a final decision on the merits by a court or other body before whom
the proceeding was brought that the Covered Person to be indemnified was not
liable by reason of Disabling Conduct, (ii) dismissal of a court action or an
administrative proceeding against a Covered Person for insufficiency of
evidence of Disabling Conduct, or (iii) a reasonable determination, based upon
a review of the facts, that the indemnitee was not liable by reason of
Disabling Conduct by (a) a vote of a majority of a quorum of the Trustees who
are neither Interested Persons of the Trust nor parties to the proceeding (the
"Disinterested Trustees"), or (b) an independent legal counsel in a written
opinion. Expenses, including accountants' and counsel fees so incurred by any
such Covered Person (but excluding amounts paid in satisfaction of judgments,
in compromise or as fines or penalties), may be paid from time to time by one
or more Series to which the conduct in question related in advance of the final
disposition of any such action, suit or proceeding; provided that the Covered
Person shall have undertaken to repay the amounts so paid to such Series if it
is ultimately determined that indemnification of such expenses is not
authorized under this Article VII and (i) the Covered Person shall have
provided security for such undertaking, (ii) the Trust shall be insured against
losses arising by reason of any lawful advances, or (iii) a majority of a
quorum of the Disinterested Trustees, or an independent legal counsel in a
written opinion, shall have determined, based on a review of readily available
facts (as opposed to a full trial type inquiry), that there is reason to
believe that the Covered Person ultimately will be found entitled to
indemnification.
Section 5. Compromise Payment. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 4 of this
Article VII, pursuant to a consent decree or otherwise, no such indemnification
either for said payment or for any other expenses shall be provided unless such
indemnification shall be approved (i) by a majority of a quorum of the
Disinterested Trustees or (ii) by an independent legal counsel in a written
opinion. Approval by the Trustees pursuant to clause (i) or by independent
legal counsel pursuant to clause (ii) shall not prevent the recovery from any
Covered Person of any amount paid to such Covered Person in accordance with
either of such clauses as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that such Covered Person's action was in
or not opposed to the best interests of the Trust or to have been liable to the
Trust or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
Covered Person's office.
Section 6. Indemnification Not Exclusive, etc. The right of
indemnification provided by this Article VII shall not be exclusive of or
affect any other rights to which any such Covered Person or shareholder may be
entitled. As used in this Article VII, a "disinterested" Person is one against
whom none of the actions, suits or other proceedings in question, and no other
action, suit or other proceeding on the same or similar grounds is then or has
been pending or threatened. Nothing contained in this Article VII shall affect
any rights to indemnification to which personnel of the Trust, other than
Trustees and officers, and other Persons may be entitled by contract or
otherwise under law, nor the power of the Trust to purchase and maintain
liability insurance on behalf of any such Person.
Section 7. Insurance. To the fullest extent permitted by applicable
law, the officers and Trustees shall be entitled and 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 Trustee or officer in
connection with any claim, action, suit or proceeding in which such Person
becomes involved by virtue of such Person's capacity or former capacity with
the Trust, whether or not the Trust would have the power to indemnify such
Person against such liability under the provisions of this Article.
Section 8. Liability of Third Persons Dealing with Trustees. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any actions made or to be made by the Trustees.
ARTICLE VIII.
Miscellaneous
Section 1. Dissolution and Liquidation of Trust, Series, or Class.
Unless dissolved as provided herein, the Trust shall have perpetual existence.
The Trust may be dissolved at any time by vote of a majority of the Shares of
the Trust entitled to vote or by the Board of Trustees by written notice to the
Shareholders. Any Series or class may be dissolved or liquidated at any time
by vote of a majority of the Shares of that Series or class or by the Board of
Trustees by written notice to the Shareholders of that Series or class.
Upon dissolution of the Trust (or a particular Series or class, as the
case may be), the Trustees shall (in accordance with Section 3808 of the DBTA)
pay or make reasonable provision to pay all claims and obligations of each
Series or class (or the particular Series or class, as the case may be),
including all contingent, conditional or unmatured claims and obligations known
to the Trust, and all claims and obligations which are known to the Trust but
for which the identity of the claimant is unknown. If there are sufficient
assets held with respect to each Series or class of the Trust (or the
particular Series or class, as the case may be), such claims and obligations
shall be paid in full and any such provisions for payment shall be made in
full. If there are insufficient assets held with respect to each Series or
class of the Trust (or the particular Series or class, as the case may be),
such claims and obligations shall be paid or provided for according to their
priority and, among claims and obligations of equal priority, ratably to the
extent of assets available therefor. Any remaining assets (including without
limitation, cash, securities or any combination thereof) held with respect to
each Series or class of the Trust (or the particular Series or class, as the
case may be) shall be distributed to the Shareholders of such Series or class,
ratably according to the number of Shares of such Series or class held by the
several Shareholders on the record date for such dissolution distribution. Upon
the winding up of the Trust in accordance with Section 3808 of the DBTA and its
termination, 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 DBTA
Section 2. Merger and Consolidation; Conversion.
------------------------------------
(a) Merger and Consolidation. Pursuant to an agreement of merger or
consolidation, the Trust, or any one or more Series or classes, may, by act of
a majority of the Board of Trustees, merge or consolidate with or into one or
more business trusts or other business entities formed or organized or existing
under the laws of the State of Delaware or any other state or the United States
or any foreign country or other foreign jurisdiction. Any such merger or
consolidation shall not require the vote of the Shareholders affected thereby,
unless such vote is required by the 1940 Act, or unless such merger or
consolidation would result in an amendment of this Declaration of Trust which
would otherwise require the approval of such Shareholders. In accordance with
Section 3815(f) of the DBTA, an agreement of merger or consolidation may effect
any amendment to this Declaration of Trust or the By-Laws or effect the
adoption of a new declaration of trust or by-laws of the Trust if the Trust is
the surviving or resulting business trust. Upon completion of the merger or
consolidation, any one (1) Trustee shall execute and cause to be filed a
certificate of merger or consolidation in accordance with Section 3815 of the
DBTA.
(b) Conversion. A majority of the Board of Trustees may, without the
vote or consent of the Shareholders, cause (i) the Trust to convert to an
"other business entity" as defined in Section 3801 of the DBTA organized,
formed or created under the laws of the State of Delaware as permitted pursuant
to Section 3821 of the DBTA; (ii) the Shares of the Trust or any Series or
class to be converted into beneficial interests in another business trust (or
series or class thereof) created pursuant to this Section 2 of this Article
VIII, or (iii) the Shares to be exchanged under or pursuant to any state or
federal statute to the extent permitted by law; provided, however, that if
required by the 1940 Act, no such statutory conversion, Share conversion or
Share exchange shall be effective unless the terms of such transaction shall
first have been approved at a meeting called for that purpose by the "vote of a
majority of the outstanding voting securities," as such phrase is defined in
the 1940 Act, of the Trust or Series or class, as applicable; provided,
further, that in all respects not governed by statute or applicable law, the
Board of Trustees shall have the power to prescribe the procedure necessary or
appropriate to accomplish a sale of assets, merger or consolidation including
the power to create one or more separate business trusts to which all or any
part of the assets, liabilities, profits or losses of the Trust may be
transferred and to provide for the conversion of Shares of the Trust or any
Series or class into beneficial interests in such separate business trust or
trusts (or series or class thereof). When a conversion of the Trust under
Subsection (b)(i) of this Section 2 shall have become effective, 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 DBTA.
Section 3. Reorganization.
--------------
A majority of the Board of Trustees may cause the Trust to sell, convey
and transfer all or substantially all of the assets of the Trust, or all or
substantially all of the assets associated with any one or more Series or
class, to another trust, business trust, partnership, limited partnership,
limited liability company, association or corporation organized under the laws
of any state, or to one or more separate series or classes thereof, or to the
Trust to be held as assets associated with one or more other Series or class of
the Trust, in exchange for cash, shares or other securities (including, without
limitation, in the case of a transfer to another Series or class of the Trust,
Shares of such other Series or class) with such transfer either (a) being made
subject to, or with the assumption by the transferee of, the liabilities
associated with each Series or class the assets of which are so transferred, or
(b) not being made subject to, or not with the assumption of, such liabilities;
provided, however, that, if required by the 1940 Act, no assets associated with
any particular Series or class shall be so sold, conveyed or transferred unless
the terms of such transaction shall first have been approved at a meeting
called for that purpose by the "vote of a majority of the outstanding voting
securities," as such phrase is defined in the 1940 Act, of that Series or
class. Following such sale, conveyance and transfer, the Board of Trustees
shall distribute such cash, shares or other securities (giving due effect to
the assets and liabilities associated with and any other differences among the
various Series or classes the assets associated with which have so been sold,
conveyed and transferred) ratably among the Shareholders of the Series or class
the assets associated with which have been so sold, conveyed and transferred
(giving due effect to the differences among the various classes within each
such Series or class); and if all of the assets of the Trust have been so sold,
conveyed and transferred, the Trust shall be dissolved.
Section 4. Amendments. Subject to the provisions of the second
paragraph of this Section 4 of this Article VIII, this Declaration of Trust may
be restated and/or amended at any time by an instrument in writing signed by a
majority of the then Board of Trustees and, if required, by approval of such
amendment by Shareholders in accordance with Article V, Section 3 hereof. Any
such restatement and/or amendment hereto shall be effective immediately upon
execution and approval or upon such future date and time as may be stated
therein. The Certificate of Trust of the Trust may be restated and/or amended
at any time by the Board of Trustees, without Shareholder approval, to correct
any inaccuracy contained therein. Any such restatement and/or amendment of the
Certificate of Trust shall be executed by at least one (1) Trustee and shall be
effective immediately upon its filing with the office of the Secretary of State
of the State of Delaware or upon such future date as may be stated therein.
Notwithstanding the above, the Board of Trustees expressly reserves the
right to amend or repeal any provisions contained in this Declaration of Trust
or the Certificate of Trust, in accordance with the provisions of Section 5 of
Article III hereof, and all rights, contractual and otherwise, conferred upon
Shareholders are granted subject to such reservation. The Board of Trustees
further expressly reserves the right to amend or repeal any provision of the
By-Laws pursuant to Article IX of the By-Laws.
Section 5. Filing of Copies, References, Headings. The original or a
copy of this Declaration of Trust and of each restatement and/or amendment
hereto shall be kept at the principal executive office of the Trust or at the
principal offices of any administrator where the Trust's records are maintained
so that it may be inspected by any Shareholder. Anyone dealing with the Trust
may rely on a certificate by an officer of the Trust as to whether or not any
such restatements and/or amendments have been made and as to any matters in
connection with the Trust hereunder; and, with the same effect as if it were
the original, may rely on a copy certified by an officer of the Trust to be a
copy of this instrument or of any such restatements and/or amendments. In this
Declaration of Trust and in any such restatements and/or amendments, references
to this instrument, and all expressions of similar effect to "herein," "hereof"
and "hereunder," shall be deemed to refer to this instrument as amended or
affected by any such restatements and/or amendments. Headings are placed
herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect of this
instrument. Whenever the singular number is used herein, the same shall
include the plural; and the neuter, masculine and feminine genders shall
include each other, as applicable. This instrument may be executed in any
number of counterparts, each of which shall be deemed an original.
Section 6. Applicable Law. This Declaration of Trust is created under
and is to be governed by and construed and administered according to the laws
of the State of Delaware and the applicable provisions of the 1940 Act and the
Code. The Trust shall be a Delaware business trust pursuant to the DBTA, and
without limiting the provisions hereof, the Trust may exercise all powers which
are ordinarily exercised by such a business trust.
Section 7. Provisions in Conflict with Law or Regulations.
----------------------------------------------
(a) The provisions of this Declaration of Trust are severable, and if
the Board of Trustees shall determine, with the advice of counsel, that any of
such provisions is in conflict with the 1940 Act, the Code, the DBTA, or with
other applicable laws and regulations, the conflicting provision shall be
deemed not to have constituted a part of this Declaration of Trust from the
time when such provisions became inconsistent with such laws or regulations;
provided, however, that such determination shall not affect any of the
remaining provisions of this Declaration of Trust or render invalid or improper
any action taken or omitted prior to such determination.
(b) If any provision of this Declaration of Trust shall be held invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Declaration of Trust in any jurisdiction.
Section 8. Business Trust Only. It is the intention of the Trustees to
create a business trust pursuant to the DBTA, and thereby to create the
relationship of trustee and beneficial owners within the meaning of the DBTA
between the Trustees and each Shareholder. It is not the intention of the
Trustees to create a general or limited partnership, limited liability company,
joint stock association, corporation, bailment, or any form of legal
relationship other than a business trust pursuant to the DBTA. Nothing in this
Declaration of Trust shall be construed to make the Shareholders, either by
themselves or with the Trustees, partners or members of a joint stock
association.
Section 9. Use of the Name "Golden Oak(R)". The Trust expressly agrees
and acknowledges that the name "Golden Oak(R)" is the sole property of Citizens
Banking Corporation (the "Bank"). Bank has consented to the use by the Trust of
the identifying words "Golden Oak(R)" and has granted to the Trust a
non-exclusive license to use such name as part of the name of the Trust and the
name of any Series of its Shares. The Trust further expressly agrees and
acknowledges that the non-exclusive license granted herein may be terminated by
Bank if the Trust ceases to use Bank or one of its Affiliates as Investment
Adviser or to use other Affiliates or successors of Bank for such purposes. In
such event, the non-exclusive license granted herein may be revoked by Bank and
the Trust shall cease using the name "Golden Oak(R)" as part of its name or the
name of any Series of Shares, unless otherwise consented to by Bank or any
successor to its interests in such name.
The Trust further understands and agrees that so long as Bank and/or any
future advisory Affiliate of Bank shall continue to serve as the Trust's
Investment Adviser, other mutual funds as may be sponsored or advised by Bank
or its Affiliates shall have the right permanently to adopt and to use the word
"Golden Oak(R)" in their names and in the names of any Series or class of Shares
of such funds.
IN WITNESS WHEREOF, the Trustees named below do hereby make and enter
into this Declaration of Trust as of the 15th day of May 2002.
Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
..
Xxxx X. Xxxxxx, Xx. Xxxxxxxx X. Xxxxxxxxxxxx
Xxxx X. Xxxxxxxxxx J. Xxxxxxxxxxx Xxxxxxx
Xxxxxxxx X. Xxxxx, M.D. Xxxxx X. Xxxxxx
..
Xxxxxxx X. Xxxxxxxxx, Xx. Xxxx X. Xxxxxx, Xx.
Xxxxxxxx X. Xxxxx Xxxx X. Xxxxx
The Trust further understands and agrees that so long as Bank and/or any
future advisory Affiliate of Bank shall continue to serve as the Trust's
Investment Adviser, other mutual funds as may be sponsored or advised by Bank
or its Affiliates shall have the right permanently to adopt and to use the word
"Golden Oak(R)" in their names and in the names of any Series or class of Shares
of such funds.
IN WITNESS WHEREOF, the Trustees named below do hereby make and enter
into this Declaration of Trust as of the 15th day of May 2002.
/s Xxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx
------------------------------ ------------------------------
Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx, Xx. /s/ Xxxxxxxx X. Xxxxxxxxxxxx
------------------------------ ------------------------------
Xxxx X. Xxxxxx, Xx. Xxxxxxxx X. Xxxxxxxxxxxx
/s/ Xxxx X. Xxxxxxxxxx /s/ J. Xxxxxxxxxxx Xxxxxxx
------------------------------ ------------------------------
Xxxx X. Xxxxxxxxxx J. Xxxxxxxxxxx Xxxxxxx
/s/ Xxxxxxxx X. Xxxxx, M.D. /s/ Xxxxx X. Xxxxxx
------------------------------ ------------------------------
Xxxxxxxx X. Xxxxx, M.D. Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx, Xx. /s/ Xxxx X. Xxxxxx, Xx.
------------------------------ ------------------------------
Xxxxxxx X. Xxxxxxxxx, Xx. Xxxx X. Xxxxxx, Xx.
/s/ Xxxxxxxx X. Xxxxx /s/ Xxxx X. Xxxxx
------------------------------ ------------------------------
Xxxxxxxx X. Xxxxx Xxxx X. Xxxxx
