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Exhibit 5(b)
CLASS II SHARES
DISTRIBUTION AGREEMENT
AGREEMENT made as of the 2nd day of October, 1998, between Xxxxxxx
Xxxxx Retirement Series Trust, a business trust organized under the laws of
Massachusetts (the "Trust"), and XXXXXXX XXXXX FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC., a Delaware corporation (the "Distributor").
W I T N E S S E T H :
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), as an open-end investment
company, and it is affirmatively in the interest of the Trust to offer its
shares for sale continuously; and
WHEREAS, the Trust is authorized to establish separate series
("Series"), each of which will offer separate classes of shares of beneficial
interest, par value $.10 per share (collectively referred to as "shares"), to
selected groups of purchasers; and
WHEREAS, the Trustees of the Trust (the "Trustees") have established
and designated the Xxxxxxx Xxxxx Retirement Reserves Money Fund (the "Fund") as
a series of the Trust; and
WHEREAS, the Distributor is a securities firm engaged in the business
of selling shares of investment companies either directly to purchasers or
through other securities dealers; and
WHEREAS, the Trust and the Distributor wish to enter into an agreement
with each other with respect to the continuous offering of the Class II shares
of the Fund in order to promote the growth of the Fund and facilitate the
distribution of its Class II shares.
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NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor. The Trust hereby appoints
the Distributor as the principal underwriter and distributor of the Trust to
sell Class II shares of beneficial interest in the Fund (sometimes herein
referred to as "Class II shares") to the selected groups of investors specified
as eligible investors in the currently effective prospectus and statement of
additional information of the Fund (the "prospectus" and "statement of
additional information", respectively) under the Securities Act of 1933, as
amended (the "Securities Act") relating to such Class II shares and the
Distributor hereby accepts such appointment. The Trust during the term of this
Agreement shall sell Class II shares of the Fund to the Distributor upon the
terms and conditions herein set forth.
Section 2. Exclusive Nature of Duties. The Distributor shall be the
exclusive representative of the Trust to act as principal underwriter and
distributor of the Class II shares, except that:
(a) The exclusive right granted to the Distributor to purchase Class II
shares from the Fund shall not apply to Class II shares of the Fund issued in
connection with the merger or consolidation of any other investment company or
personal holding company with the Trust or the acquisition by purchase or
otherwise of all (or substantially all) the assets or the outstanding Class II
shares of any such company by the Trust.
(b) Such exclusive right also shall not apply to Class II shares issued
pursuant to reinvestment of dividends or capital gains distributions.
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(c) Such exclusive right also shall not apply to Class II shares issued
pursuant to any conversion, exchange or reinstatement privilege afforded
redeeming shareholders or to any other Class II shares as shall be agreed
between the Trust and the Distributor from time to time.
Section 3. Purchase of Class II Shares from the Trust.
(a) The Distributor shall have the right to buy from the Trust the
Class II shares needed, but not more than the Class II shares needed (except for
clerical errors in transmission) to fill unconditional orders for Class II
shares of the Fund placed with the Distributor by eligible investors or
securities dealers. The price which the Distributor shall pay for the Class II
shares so purchased from the Trust shall be the net asset value, determined as
set forth in Section 3(c) hereof.
(b) The Class II shares are to be resold by the Distributor to
investors at net asset value, as set forth in Section 3(c) hereof, or to
securities dealers having agreements with the Distributor upon the terms and
conditions set forth in Section 7 hereof.
(c) The net asset value of Class II shares of the Fund shall be
determined by the Trust or any agent of the Trust in accordance with the method
set forth in the prospectus and statement of additional information (the
"Prospectus" and "Statement of Additional Information", respectively) and
guidelines established by the Trustees.
(d) The Trust shall have the right to suspend the sale of Class II
shares of the Fund at times when redemption is suspended pursuant to the
conditions set forth in Section 4(b) hereof. The Trust also shall have the right
to suspend the sale of Class II shares of the Fund if trading on the New York
Stock Exchange shall have been suspended, if a banking moratorium shall have
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been declared by Federal or New York authorities, or if there shall have been
some other event, which, in the judgment of the Trust, makes it impracticable or
inadvisable to sell the Class II shares.
(e) The Trust, or any agent of the Trust designated in writing by the
Trust, shall be promptly advised of all purchase orders for Class II shares
received by the Distributor. Any order may be rejected by the Trust; provided,
however, that the Trust will not arbitrarily or without reasonable cause refuse
to accept or confirm orders for the purchase of Class II shares. The Trust (or
its agent) will confirm orders upon their receipt, will make appropriate book
entries and, upon receipt by the Trust (or its agent) of payment therefor, will
deliver deposit receipts or certificates for such Class II shares pursuant to
the instructions of the Distributor. Purchase orders are effective when Federal
Funds become available to the Trust. The Distributor agrees to cause such
payment and such instructions to be delivered promptly to the Trust (or its
agent).
Section 4. Repurchase or Redemption of Class II Shares by the Trust.
(a) Any of the outstanding Class II shares may be tendered for
redemption at any time, and the Trust agrees to repurchase or redeem the Class
II shares so tendered in accordance with its obligations set forth in its
Declaration of Trust, as amended from time to time, and in accordance with the
applicable provisions set forth in the Prospectus and Statement of Additional
Information of the Fund. The price to be paid to redeem or repurchase the Class
II shares shall be equal to the net asset value calculated in accordance with
the provisions of Section 3(c) hereof, less any contingent deferred sales
charge, redemption fee or other charge(s), if any, set forth in the Prospectus
and Statement of Additional Information of the Fund. All payments by the Trust
hereunder shall be made in the manner set forth below.
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The Trust shall pay the total amount of the redemption price as defined
in the above paragraph pursuant to the instructions of the Distributor to or for
the account of the shareholder, in each case in accordance with the applicable
provisions of the prospectus and statement of additional information.
(b) The Fund reserves the right to reject any order for repurchase
through a securities dealer. Redemption of Class II shares or payment may be
suspended at times when the New York Stock Exchange is closed, when trading on
said Exchange is suspended, when trading on said Exchange is restricted, when an
emergency exists as a result of which disposal by the Fund of securities owned
by it is not reasonably practicable or it is not reasonably practicable for the
Trust fairly to determine the value of its net assets, or during any other
period when the Securities and Exchange Commission, by order, so permits.
Section 5. Duties of the Trust.
(a) The Trust shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor may
reasonably request for use in connection with the distribution of Class II
shares of the Fund, and this shall include, upon request by the Distributor, one
certified copy of all financial statements prepared for the Fund by independent
public accountants. The Trust shall make available to the Distributor such
number of copies of the prospectus and statement of additional information as
the Distributor shall reasonably request.
(b) The Trust shall take, from time to time, but subject to any
necessary approval of the shareholders, all necessary action to fix the number
of authorized shares and such steps as may
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be necessary to register the same under the Securities Act to the end that there
will be available for sale such number of Class II shares as the Distributor
reasonably may be expected to sell.
(c) The Trust shall use its best efforts to qualify and maintain the
qualification of an appropriate number of its Class II shares for sale under the
securities laws of such states as the Distributor and the Trust may approve. Any
such qualification may be withheld, terminated or withdrawn by the Trust at any
time in its discretion. As provided in Section 8(c) hereof, the expense of
qualification and maintenance of qualification shall be borne by the Trust. The
Distributor shall furnish such information and other material relating to its
affairs and activities as may be required by the Trust in connection with such
qualification.
(d) The Trust will furnish, in reasonable quantities upon request by
the Distributor, copies of annual and interim reports of the Fund.
Section 6. Duties of the Distributor.
(a) The Distributor shall devote reasonable time and effort to effect
sales of Class II shares of the Fund but shall not be obligated to sell any
specific number of shares. The services of the Distributor to the Trust
hereunder are not to be deemed exclusive and nothing herein contained shall
prevent the Distributor from entering into like arrangements with other
investment companies so long as the performance of its obligations hereunder is
not impaired thereby.
(b) In selling the Class II shares of the Fund, the Distributor shall
use its best efforts in all respects duly to conform with the requirements of
all Federal and state laws relating to the sale of such securities. Neither the
Distributor nor any selected dealer, as defined in Section 7 hereof, nor any
other person is authorized by the Fund to give any information or to make any
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representations, other than those contained in the registration statement or
related prospectus and statement of additional information and any sales
literature specifically approved by the Trust.
(c) The Distributor shall adopt and follow procedures, as approved by
the officers of the Trust, for the confirmation of sales to investors and
selected dealers, the collection of amounts payable by investors and selected
dealers on such sales, and the cancellation of unsettled transactions, as may be
necessary to comply with the requirements of the NASD Regulation, Inc. (the
"NASD"), as such requirements may from time to time exist.
Section 7. Selected Dealer Agreements.
(a) The Distributor shall have the right to enter into selected dealer
agreements with securities dealers of its choice ("selected dealers") for the
sale of Class II shares; provided, however, that the Trust shall approve the
form of agreements with dealers. Class II shares sold to selected dealers shall
be for resale by such dealers only in accordance with the provisions of the
Prospectus and Statement of Additional Information. The form of agreement with
selected dealers to be used during the continuous offering of the shares is
attached hereto as Exhibit A.
(b) Within the United States, the Distributor shall offer and sell
Class II shares only to such selected dealers that are members in good standing
of the NASD.
Section 8. Payment of Expenses.
(a) The Fund shall bear all costs and expenses of the Fund, including
fees and disbursements of its counsel and auditors, in connection with the
preparation and filing of any required registration statements and/or
prospectuses and statements of additional information under the Investment
Company Act, the Securities Act, and all amendments and supplements thereto, and
the expense of preparing, printing, mailing and otherwise distributing
prospectuses,
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statements of additional information, annual or interim reports or proxy
materials to Class II shareholders).
(b) After the prospectuses, statements of additional information and
annual and interim reports have been prepared, set in type and mailed to Class
II shareholders, the Distributor shall bear the costs and expenses of printing
and distributing any copies thereof which are to be used in connection with the
offering of Class II shares. The Distributor (or its affiliate, Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx"), pursuant to the Fund's
Class II Distribution Plan and Agreement with Xxxxxxx Xxxxx) shall bear the
costs and expenses of preparing, printing and distributing any supplementary
sales literature used by the Distributor in connection with the offering of the
Class II shares for sale to the public. Any expenses of advertising incurred in
connection with such offering will also be the obligation of the Distributor (or
Xxxxxxx Xxxxx).
(c) The Trust shall bear the cost and expenses of qualification of the
Class II shares for sale pursuant to this Agreement and, if necessary or
advisable in connection therewith, of qualifying the Fund as a broker or dealer
in such states of the United States or other jurisdictions as shall be selected
by the Trust and the Distributor pursuant to Section 5(c) hereof and the cost
and expenses payable to each such state for continuing qualification therein
until the Trust decides to discontinue such qualification pursuant to Section
5(c) hereof.
Section 9. Indemnification.
(a) The Trust shall indemnify and hold harmless the Distributor and
each person, if any, who controls the Distributor against any loss, liability,
claim, damage or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damage or
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expense and reasonable counsel fees incurred in connection therewith), as
incurred, arising by reason of any person acquiring any Class II shares, which
may be based upon the Securities Act, or on any other statute or at common law,
on the ground that the registration statement or related prospectus and
statement of additional information, as from time to time amended and
supplemented, or an annual or interim report to Class II shareholders of the
Trust, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, information furnished to the Trust in
connection therewith by or on behalf of the Distributor; provided, however, that
in no case (i) is the indemnity of the Trust in favor of the Distributor and any
such controlling persons to be deemed to protect such Distributor or any such
controlling persons thereof against any liability to the Trust or its security
holders to which the Distributor or any such controlling persons would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of their duties or by reason of the reckless disregard of their
obligations and duties under this Agreement; or (ii) is the Trust to be liable
under its indemnity agreement contained in this paragraph with respect to any
claim made against the Distributor or any such controlling persons, unless the
Distributor or such controlling persons, as the case may be, shall have notified
the Trust in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon the Distributor or such controlling persons (or after the
Distributor or such controlling persons shall have received notice of such
service on any designated agent), but failure to notify the Trust of any such
claim shall not relieve it from any liability which it may have to the person
against whom such action is brought otherwise than on account of its indemnity
agreement contained in this
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paragraph. The Trust will be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but if the Fund elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Distributor or such controlling person or persons, defendant or defendants in
the suit. In the event the Trust elects to assume the defense of any such suit
and retain such counsel, the Distributor or such controlling person or persons,
defendant or defendants in the suit shall bear the fees and expenses, as
incurred, of any additional counsel retained by them, but in case the Trust does
not elect to assume the defense of any such suit, it will reimburse the
Distributor or such controlling person or persons, defendant or defendants in
the suit, for the reasonable fees and expenses, as incurred, of any counsel
retained by them. The Trust shall promptly notify the Distributor of the
commencement of any litigation or proceedings against it or any of its officers
or Trustees in connection with the issuance or sale of any of the Class II
shares.
(b) The Distributor shall indemnify and hold harmless the Trust and
each of its Trustees and officers and each person, if any, who controls the
Trust against any loss, liability, claim, damage or expense, as incurred,
described in the foregoing indemnity contained in subsection (a) of this
Section, but only with respect to statements or omissions made in reliance upon,
and in conformity with, information furnished to the Trust in writing by or on
behalf of the Distributor for use in connection with the registration statement
or related prospectus and statement of additional information, as from time to
time amended, or the annual or interim reports to shareholders. In case any
action shall be brought against the Trust or any person so indemnified, in
respect of which indemnity may be sought against the Distributor, the
Distributor shall have
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the rights and duties given to the Trust, and the Trust and each person so
indemnified shall have the rights and duties given to the Distributor by the
provisions of subsection (a) of this Section 9.
Section 10. Xxxxxxx Xxxxx Mutual Fund Adviser Program. In connection
with the Xxxxxxx Xxxxx Mutual Fund Adviser Program, the Distributor and its
affiliate, Xxxxxxx Xxxxx are authorized, to the extent permissible, to offer and
sell shares of the Fund, as agent for the Trust, to participants in such
program. The terms of this Agreement shall apply to such sales, including terms
as to the offering price of shares, the proceeds to be paid to the Fund, the
duties of the Distributor, the payment of expenses and indemnification
obligations of the Trust and the Distributor.
Section 11. Duration and Termination of this Agreement. This Agreement
shall become effective as of the date first above written and shall remain in
force until November 30, 1999 and thereafter, but only for so long as such
continuance is specifically approved at least annually by (i) the Trustees or by
the vote of a majority of the outstanding voting securities of the Fund and (ii)
by the vote of a majority of those Trustees who are not parties to this
Agreement or interested persons of any such party cast in person at a meeting
called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of
any penalty, by the Trustees or by vote of a majority of the outstanding voting
securities of the Fund, or by the Distributor, on sixty days' written notice to
the other party. This Agreement shall automatically terminate in the event of
its assignment.
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The terms "vote of a majority of the outstanding voting securities",
"assignment", "affiliated person" and "interested person", when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act.
Section 12. Amendments of this Agreement. This Agreement may be amended
by the parties only if such amendment is specifically approved by (i) the
Trustees or by the vote of a majority of outstanding voting securities of the
Fund and (ii) by the vote of a majority of those Trustees of the Trust who are
not parties to this Agreement or interested persons of any such party cast in
person at a meeting called for the purpose of voting on such approval.
Section 13. Governing Law. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of the State of New York
as at the time in effect and the applicable provisions of the Investment Company
Act. To the extent that the applicable law of the State of New York, or any of
the provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
Section 14. Personal Liability. The Declaration of Trust establishing
Xxxxxxx Xxxxx Retirement Series Trust, dated July 15, 1986, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that the
name "Xxxxxxx Xxxxx Retirement Series Trust" refers to the Trustees under the
Declaration collectively as Trustees, but not as individuals or personally; and
no Trustee, shareholder, officer, employee or agent of Xxxxxxx Xxxxx Retirement
Series Trust, shall be held to any personal liability, nor shall resort be had
to their private property for the satisfaction of any obligation or claim or
otherwise in connection with the affairs of said Xxxxxxx Xxxxx Retirement Series
Trust, but the Trust Estate only shall be liable.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
XXXXXXX XXXXX RETIREMENT SERIES TRUST
By /s/ Xxxxxx Xxxxxx
-------------------------------------------------
Title: President
XXXXXXX XXXXX FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By /s/ Xxxxx X. Xxxxx
--------------------------------------------------
Title: Executive Vice President
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EXHIBIT A
XXXXXXX XXXXX RETIREMENT SERIES TRUST
CLASS II SHARES OF BENEFICIAL INTEREST
SELECTED DEALER AGREEMENT
Gentlemen:
Xxxxxxx Xxxxx Funds Distributor, a division of Princeton Funds
Distributor, Inc. (the "Distributor") has an agreement with Xxxxxxx Xxxxx
Retirement Series Trust, a business trust organized under the laws of
Massachusetts (the "Trust"), pursuant to which it acts as the distributor for
the sale of Class II shares of beneficial interest, par value $0.10 per share
(herein referred to as the "Class II shares"), of the Xxxxxxx Xxxxx Retirement
Reserves Money Fund (the "Fund") and as such has the right to distribute Class
II shares of the Fund for resale. The Trust is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and the Class
II shares of the Fund being offered to the public are registered under the
Securities Act of 1933, as amended. You have received a copy of the Class II
Shares Distribution Agreement (the "Distribution Agreement") between ourselves
and the Trust and reference is made herein to certain provisions of such
Distribution Agreement. The terms "Prospectus" and "Statement of Additional
Information" as used herein refer to the prospectus and statement of additional
information, respectively, on file with the Securities and Exchange Commission
which is part of the most recent effective registration statement pursuant to
the Securities Act of 1933, as amended. As principal, we offer to sell to you,
as a selected dealer, Class II shares of the Fund upon the following terms and
conditions:
1. In all sales of these Class II shares to the public, you shall act
as dealer for your own account and in no transaction shall you have any
authority to act as agent for the Trust, or for us, except in connection with
the Xxxxxxx Xxxxx Mutual Fund Adviser program and such other special programs as
we from time to time agree, in which case you shall have authority to offer and
sell shares, as agent for the Fund, to participants in such program.
2. Shares may be offered by you only as described in the Prospectus.
Orders received from you will be accepted through us only at the public offering
price applicable to each order, as set forth in the current Prospectus and
Statement of Additional Information. The procedure relating to the handling of
orders shall be subject to Section 4 hereof and instructions which we or the
Trust shall forward from time to time to you. All orders are subject to
acceptance or rejection by the Distributor or the Fund in the sole discretion of
either. The minimum initial and subsequent purchase requirements are as set
forth in the current Prospectus and Statement of Additional Information.
3. You shall not place orders for any Class II shares unless you have
already received purchase orders for such Class II shares at the applicable
public offering prices and subject to the
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terms hereof and of the Distribution Agreement. You agree that you will not
offer or sell any of the Class II shares except under circumstances that will
result in compliance with the applicable Federal and state securities laws and
that in connection with sales and offers to sell Class II shares you will
furnish to each person to whom any such sale or offer is made a copy of the
Prospectus and, if requested, the Statement of Additional Information (as then
amended or supplemented) and will not furnish to any person any information
relating to the Class II shares of the Fund which is inconsistent in any respect
with the information contained in the Prospectus and Statement of Additional
Information (as then amended or supplemented) or cause any advertisement to be
published in any newspaper or posted in any public place without our consent and
the consent of the Trust.
4. As a selected dealer, you are hereby authorized (i) to place orders
directly with the Fund for Class II shares of the Fund to be resold by us to you
subject to the applicable terms and conditions governing the placement of orders
by us set forth in Section 3 of the Class II shares Distribution Agreement and
(ii) to tender Class II shares directly to the Fund or its agent for redemption
subject to the applicable terms and conditions set forth in Section 4 of the
Distribution Agreement.
5. You shall not withhold placing orders received from your customers
so as to profit yourself as a result of such withholding: e.g., by a change in
the "net asset value" from that used in determining the offering price to your
customers.
6. No person is authorized to make any representations concerning Class
II shares of the Fund except those contained in the current Prospectus and
Statement of Additional Information of the Fund and in such printed information
subsequently issued by us or the Fund as information supplemental to such
Prospectus and Statement of Additional Information. In purchasing Class II
shares through us you shall rely solely on the representations contained in the
Prospectus and Statement of Additional Information and supplemental information
above mentioned. Any printed information which we furnish you other than the
Fund's Prospectus, Statement of Additional Information, periodic reports and
proxy solicitation material is our sole responsibility and not the
responsibility of the Trust, and you agree that the Trust shall have no
liability or responsibility to you in these respects unless expressly assumed in
connection therewith.
7. You agree to deliver to each of the purchasers making purchases from
you a copy of the then current Prospectus and, if requested, the Statement of
Additional Information at or prior to the time of offering or sale and you agree
thereafter to deliver to such purchasers copies of the annual and interim
reports and proxy solicitation materials of the Fund. You further agree to
endeavor to obtain proxies from such purchasers. Additional copies of the
Prospectus and Statement of Additional Information, annual or interim reports
and proxy solicitation materials of the Fund will be supplied to you in
reasonable quantities upon request.
8. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of Class II shares entirely or to certain persons
or entities in a class or classes specified by us. Each party hereto has the
right to cancel this Agreement upon notice to the other party.
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9. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the continuous offering. We
shall be under no liability to you except for lack of good faith and for
obligations expressly assumed by us herein. Nothing contained in this paragraph
is intended to operate as, and the provisions of this paragraph shall not in any
way whatsoever constitute, a waiver by you of compliance with any provision of
the Securities Act of 1933, as amended, or of the rules and regulations of the
Securities and Exchange Commission issued thereunder.
10. You represent that you are a member of the NASD Regulation, Inc.
and, with respect to any sales in the United States, we both hereby agree to
abide by the Conduct Rules of such Association.
11. Upon application to us, we will inform you as to the states in
which we believe the Class II shares have been qualified for sale under, or are
exempt from the requirements of, the respective securities laws of such states,
but we assume no responsibility or obligation as to your right to sell Class II
shares in any jurisdiction. We will file with the Department of State in New
York a Further State Notice with respect to the Class II shares, if necessary.
12. All communications to us should be sent to the address below. Any
notice to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
13. Your first order placed pursuant to this Agreement for the purchase
of Class II shares of the Fund will represent your acceptance of this Agreement.
XXXXXXX XXXXX FUNDS DISTRIBUTOR, a division of
PRINCETON FUNDS DISTRIBUTOR, INC.
By _________________________________
(Authorized Signature)
Please return one signed copy of this Agreement to:
XXXXXXX XXXXX FUNDS DISTRIBUTOR
Xxx 0000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Accepted:
Firm Name: _________________________________________________
By: ________________________________________________________
Address: ___________________________________________________
____________________________________________________________
Date: ______________________________________________________
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IN WITNESS WHEREOF, the undersigned, constituting a majority of the
Trustees of the Trust, have signed this certificate in duplicate original
counterparts and have caused a duplicate original to be lodged among the records
of the Trust as required by Article XI, Section 11.3(c) of the Declaration of
Trust, as of the 27th day of April, 1998.
/s/ Xxx Grills /s/ Xxxxxx X. Xxxxxx
--------------------------------------------- -----------------------------------------------------
Xxx Grills Xxxxxx X. Xxxxxx
X.X. Xxx 00 000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
/s/ Xxxxxx Xxxxx
--------------------------------------------- /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxx Xxxxx -----------------------------------------------------
1114 Avenue of the Americas Xxxxxxx X. Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
/s/ Xxxxxx X. Xxxxxx, Xx. /s/ Xxxxxx Xxxxxx
--------------------------------------------- -----------------------------------------------------
Xxxxxx X. Xxxxxx, Xx. Xxxxxx Xxxxxx
000 Xxxxxxx Xxxx Xxxx 000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxxxx, Xxx Xxxxxx 00000
The Declaration of Trust establishing Xxxxxxx Xxxxx Retirement Series
Trust, dated July 15, 1986, a copy of which, together with all amendments
thereto (the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name "Xxxxxxx Xxxxx Retirement
Trust" refers to the Trustees under the Declaration collectively as Trustees,
but not as individuals or personally; and no Trustee, shareholder, officer,
employee or agent of Xxxxxxx Xxxxx Retirement Series Trust shall be held to any
personal liability, nor shall resort be had to their private property for the
satisfaction of any obligation or claim or otherwise in connection with the
affairs of said Trust but the Trust Property only shall be liable.
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