ENDOWMENTS TRUST INSTRUMENT SUPPLEMENTAL
ENDOWMENTS
The undersigned,
being the Trustees of Endowments, a Delaware business trust (the
"Trust"), acting pursuant to Section 11.08 of the Trust=s Trust
Instrument dated May 14, 1998 (the ATrust
Instrument@), hereby
amend the following Section 4.04 to Article IV, Section 7.01 to Article VII, and
Section 11.03 to Article XI, and add the following Section 11.11 to Article XI
of the Trust Instrument:
ARTICLE
IV
POWERS OF THE
TRUSTEES
Section 4.04 Action by the
Trustees. Except as otherwise provided herein or in the
Bylaws, any action to be taken by the Trustees may be taken by a majority of the
Trustees present at a meeting of Trustees (a quorum being present), including
any meeting held by means of a conference telephone circuit or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, or by written consents of a majority of the number
of Trustees then in office. The Trustees may adopt Bylaws not
inconsistent with this Trust Instrument to provide for the conduct of the
business of the Trust and may amend or repeal such Bylaws to the extent such
power is not reserved to the Shareholders.
ARTICLE
VII
SHAREHOLDERS= VOTING
POWERS AND MEETINGS
Section 7.01 Voting
Powers. The Shareholders shall have power to vote only (a) for the
election of one or more Trustees in order to comply with the provisions of the
1940 Act (including Section 16(a) thereof), (b) for the removal of Trustees as
provided in Article III, Subsection 3.03(d) hereof, (c) with respect to any
investment advisory contract as provided in Article VI, Section 6.01 hereof, and
(d) with respect to such additional matters relating to the Trust as may be
required by law, by this Trust Instrument, or the Bylaws or any registration of
the Trust with the Commission or any state, or as the Trustees may consider
desirable.
On any matter
submitted to a vote of the Shareholders, all Shares shall be voted separately by
individual Series, except (i) when required by the 1940 Act, Shares shall be
voted in the aggregate and not by individual Series; and (ii) when the Trustees
have determined that the matter affects the interests of more than one Series,
then the Shareholders of all such Series shall be entitled to vote
thereon. The Trustees may also determine that a matter affects only
the interests of one or more classes of a Series, in which case any such matter
shall be voted on by such class or classes. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate fractional
vote. There shall be no cumulative voting in the election of
Trustees. Shares may be voted in person or by proxy or in any manner
provided for in the Bylaws. A proxy may be given in
writing. The Bylaws may provide that proxies may also, or may
instead, be given by any electronic or telecommunications device or in any other
manner. Notwithstanding anything else herein or in the Bylaws, in the
event a proposal by anyone other than the officers or Trustees of the Trust is
submitted to a vote of the Shareholders of one or more Series or of the Trust,
or in the event of any proxy contest or proxy solicitation or proposal in
opposition to any proposal by the officers or Trustees of the Trust, Shares may
be voted only in person or by written proxy. Until Shares are issued, the
Trustees may exercise all rights of Shareholders and may take any action
required or permitted by law, this Trust Instrument or any of the Bylaws of the
Trust to be taken by Shareholders.
ARTICLE
XI
MISCELLANEOUS
Section 11.03 Establishment of Record
Dates. The Trustees may close the Share transfer books of the Trust for a
period not exceeding one hundred twenty (120) days preceding the date of any
meeting of Shareholders, or the date for the payment of any dividends or other
distributions, or the date for the allotment of rights, or the date when any
change or conversion or exchange of Shares shall go into effect. In
lieu of closing the stock transfer books as aforesaid, the Trustees may fix in
advance a date, not exceeding one hundred twenty (120) days preceding the date
of any meeting of Shareholders, or the date for payment of any dividend or other
distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of Shares shall go into effect, as a record
date for the determination of the Shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any such dividend
or other distribution, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of Shares, and in
such case such Shareholders and only such Shareholders as shall be Shareholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting, or to receive payment of such dividend or other distribution,
or to receive such allotment or rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of any Shares on the books of the Trust
after any such record date fixed as aforesaid.
Section 11.11 Delivery by Electronic
Transmission or Otherwise. Notwithstanding any provision in this Trust
Instrument to the contrary, any notice, proxy, vote, consent, instrument or
writing of any kind referenced in, or contemplated by, this Trust Instrument or
the Bylaws may, as determined by the Trustees, be given, granted or otherwise
delivered by electronic transmission (within the meaning of the Delaware Act),
including via the internet, or in any other manner permitted by applicable
law.
The aforesaid
amendments were declared advisable and approved by resolutions of the entire
Board of Trustees of the Trust at a meeting duly held on September 9,
2009.
The supplement of
the Trust Instrument as hereinabove set forth has been duly advised by the Board
of Trustees of the Trust.
The foregoing shall
be effective as of September 9, 2009.
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/s/ Xxxxxx X. Xxxxx
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/s/ Xxxxxxxx X. XxXxxxx
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Xxxxxx X.
Xxxxx, as Trustee
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Xxxxxxxx X.
XxXxxxx, as Trustee
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/s/ Xxxxxx X. Xxxxxxx
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/s/ Xxxxxx X. O=Xxxxxxx
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Xxxxxx X.
Xxxxxxx, as Trustee
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Xxxxxx X.
XxXxxxxxx,
as Trustee
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/s/ Xxxxxx X. Xxxxxx
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/s/ Xxxxxx X. Xxxxx
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Xxxxxx X.
Xxxxxx, as Trustee
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Xxxxxx X.
Xxxxx, as Trustee
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/s/ Xxxx X. Xxxxxx
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxx X.
Xxxxxx, as Trustee
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Xxxxxx X.
Xxxxxxxx, as Trustee
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X.
Xxxxxx, as Trustee
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Dated: 9/9/09
