Sub-Item 77Q1(a)
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
OF
INVESCO SENIOR LOAN FUND
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of
Invesco Senior Loan Fund is made the 19/th/ day of December, 2016 by the
parties signatory hereto, as Trustees;
WHEREAS the Trust was formed on April 2, 2012 by its sole Trustee by the
filing of a Certificate of Trust with the office of the Secretary of State of
the State of Delaware pursuant to a Declaration of Trust, dated as of March 27,
2012, as amended and restated on May 15, 2012 (the "Original Declaration");
WHEREAS the Trust has been formed to carry on the business of a
closed-end management investment company as defined in the 1940 Act;
WHEREAS the Trustees have agreed to manage all property coming into
their hands as trustees of a Delaware statutory trust in accordance with the
provisions of the Delaware Statutory Trust Act, as amended from time to time,
and the provisions hereinafter set forth; and
WHEREAS the Board of Trustees desires to amend and restate the Original
Declaration in the manner hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that:
(i) the Original Declaration is amended and restated in its entirety in
the manner hereinafter set forth;
(ii) all cash, securities and other assets that the Trust may from time
to time acquire in any manner shall be managed and disposed of upon the terms
and conditions hereinafter set forth; and
(iii) this Amended and Restated Agreement and Declaration of Trust and
the Bylaws shall be binding in accordance with their terms on every Trustee, by
virtue of having become a Trustee of the Trust, and on every Shareholder, by
virtue of having become a Shareholder of the Trust, pursuant to the terms of
this Agreement and the Bylaws.
ARTICLE I
NAME, DEFINITIONS, PURPOSE AND CERTIFICATE OF TRUST
Section 1.1 Name. The name of the statutory trust is Invesco Senior Loan
Fund and the Trustees may transact the Trust's affairs in that name or any
other name as the Board of Trustees may from time to time designate. The
Trustees may, without Shareholder approval, change the name of the Trust or any
Class. Any name change of any Class shall become
effective upon approval by the Trustees of such change or any document
(including any Registration Statement) reflecting such change. Any name change
of the Trust shall become effective upon the filing of a certificate of
amendment under the Delaware Act reflecting such change. Any such action shall
have the status of an amendment to this Agreement. In the event of any name
change, the Trustees shall cause notice to be given to the affected
Shareholders within a reasonable time after the implementation of such change,
which notice will be deemed given if the changed name is reflected in any
Registration Statement. The Trust shall constitute a Delaware statutory trust
in accordance with the Delaware Act.
Section 1.2 Definitions. Whenever used herein, unless otherwise required by
the context or specifically provided in the Governing Instrument:
(a) "Affiliated Person," "Commission," "Company," "Interested Person,"
"Person," and "Principal Underwriter" shall have the meanings given them in the
1940 Act, as modified by or interpreted by any applicable order or orders of
the Commission or any rules or regulations adopted by or interpretive releases
of the Commission thereunder;
(b) "Agreement" means this Amended and Restated Agreement and
Declaration of Trust, as it may be amended, restated or supplemented from time
to time;
(c) "Board of Trustees" or "Board" shall mean the governing body of the
Trust, that is comprised of the number of Trustees of the Trust fixed from time
to time pursuant to Article III hereof, having the powers and duties set forth
herein;
(d) "Bylaws" means the Bylaws of the Trust as amended, restated or
supplemented from time to time by the Trustees;
(e) "Certificate of Trust" shall mean the certificate of trust of the
Trust filed on April 2, 2012 with the office of the Secretary of State of the
State of Delaware as required under the Delaware Act, as such certificate may
be amended or restated from time to time;
(f) "Class" means a portion of Shares of the Trust established in
accordance with the provisions of Section 2.3;
(g) "Class Expenses" means expenses incurred by a particular Class in
connection with a shareholder services arrangement or a distribution plan that
is specific to such Class or any other differing share of expenses or differing
fees, in each case pursuant to a plan adopted by the Trust pursuant to Rule
18f-3 under the 1940 Act, as such plan or Rule may be amended from time to time;
(h) "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated thereunder;
(i) "Covered Person" means a person who is or was a Trustee, officer,
employee or agent of the Trust, or is or was serving at the request of the
Trustees as a director,
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trustee, partner, officer, employee or agent of another foreign or domestic
corporation, trust, partnership, joint venture or other enterprise;
(j) "Delaware Act" refers to the Delaware Statutory Trust Act, 12 Del.
C. (S) 3801 et seq., as such Act may be amended from time to time;
(k) "Governing Instrument" means collectively, this Agreement, the
Bylaws, and all written committee and sub-committee charters adopted by the
Trustees and any amendments or modifications thereto;
(l) "Majority Shareholder Vote" means the vote of "a majority of the
outstanding voting securities" (as defined in the 0000 Xxx) of the Trust with
each class of Shares voting together as a single class, except to the extent
the 1940 Act or the Governing Instrument requires the separate vote of one or
more classes of Shares, in which case the applicable proportion of such classes
of Shares voting as a separate class, as the case may be, will be required;
(m) "Majority Trustee Vote" means the voting standard set forth in
Section 2.4 of the Bylaws;
(n) "1940 Act" means the Investment Company Act of 1940, as amended from
time to time, and the rules promulgated thereunder;
(o) "Outstanding Shares" means Shares shown on the books of the Trust or
the Trust's transfer agent as then issued and outstanding, but excludes Shares
that the Trust has repurchased;
(p) "Proportionate Interest" has the meaning specified in Section 2.5(c);
(q) "Record Owner" means, as of any particular time, a record owner of
Outstanding Shares of the Trust shown on the books of the Trust or the Trust's
transfer agent as then issued and outstanding at such time;
(r) "Registration Statement" shall mean the Trust's registration
statement or statements as filed with the Commission, as from time to time in
effect and shall include any prospectus or statement of additional information
forming a part thereof;
(s) "Schedule A" has the meaning specified in Section 2.3;
(t) "Shareholder" means, as of any particular time, an owner of
Outstanding Shares, whether beneficially or of record, of the Trust;
(u) "Shares" means, as to the Trust or any Class, the equal
proportionate transferable units of beneficial interest into which the
beneficial interest of the Trust or such Class shall be divided and may include
fractions of Shares in 1/1000/th/ of a Share or integral multiples thereof as
well as whole Shares;
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(v) "Trust" means Invesco Senior Loan Fund, the Delaware statutory trust
formed under the Original Declaration, as amended and restated by this
Agreement, and by filing of the Certificate of Trust with the office of the
Secretary of State of the State of Delaware and governed by this Agreement, as
such instruments may be further amended, restated or supplemented from time to
time;
(w) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust, or by the Trustees on behalf of the Trust; and
(x) "Trustees" means the natural persons who have signed this Agreement
as trustees and all other natural persons who may from time to time be duly
appointed as Trustee in accordance with the provisions of Section 3.4, or
elected as Trustee by the Shareholders, in each case so long as they shall
continue to serve as trustees of the Trust in accordance with the terms hereof,
and reference herein to a Trustee or to the Trustees shall refer to such
natural persons in their capacity as Trustees hereunder.
In this Agreement or in any amended, restated or supplemented Agreement,
references to this Agreement, and all expressions like "herein," "hereof," and
"hereunder," shall be deemed to refer to this Agreement as amended, restated or
supplemented. All expressions like "his," "he," and "him," shall be deemed to
include the feminine and neuter, as well as masculine, genders.
Section 1.3 Purpose. The purpose of the Trust is to conduct, operate and
carry on the business of a closed-end management investment company registered
under the 1940 Act investing primarily in securities and other financial
instruments or property, and to carry on such other business as the Trustees
may from time to time determine pursuant to their authority under this
Agreement.
ARTICLE II
SHARES OF BENEFICIAL INTEREST
Section 2.1 Shares of Beneficial Interest. The beneficial interests of the
Trust shall be divided into an unlimited number of Shares. The Trust is
authorized to establish and designate one or more separate and distinct
Classes. All Shares issued hereunder, including without limitation, Shares
issued in connection with a dividend or other distribution in Shares or a split
or reverse split of Shares, shall be fully paid and nonassessable.
Section 2.2 Issuance of Shares. The Trustees in their discretion may, from
time to time, without vote of the Shareholders, issue Shares, in addition to
the then issued and Outstanding Shares, to such party or parties and for such
amount and type of consideration, subject to applicable law, including cash or
securities, at such time or times and on such terms as the Trustees may deem
appropriate, and may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with, the assumption of
liabilities) and businesses. In connection with any issuance of Shares, the
Trustees may issue fractional Shares.
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The Trustees may from time to time divide or combine the Shares into a greater
or lesser number without thereby changing the proportionate beneficial
interests in the Trust. Contributions to the Trust may be accepted for, and
Shares shall be repurchased as, whole Shares and/or 1/1,000/th/ of a Share or
integral multiples thereof.
Section 2.3 Establishment of Classes. The Trustees may establish one or more
Classes of Shares, each with an unlimited number of Shares unless otherwise
specified. The Trustees hereby establish and designate the Classes listed on
Schedule A attached hereto and made a part hereof ("Schedule A"). Each
additional Class shall be established by the adoption of one or more
resolutions by the Trustees that set(s) forth the designation of, or otherwise
identifies, such Class, whether directly in such resolution or by reference to,
or approval of, another document that sets forth the designation of, or
otherwise identifies, such Class, including any Registration Statement, any
amendment of this Agreement and/or Schedule A or as otherwise provided in such
resolution. Upon the establishment of any Class of Shares or the termination of
any existing Class of Shares, Schedule A shall be amended to reflect the
addition or termination of such Class and any officer of the Trust is hereby
authorized to make such amendment; provided that the amendment of Schedule A
shall not be a condition precedent to the establishment or termination of any
Class in accordance with this Agreement. The Shares of each Class shall have
the relative rights and preferences provided for herein and such rights and
preferences as may be designated by the Trustees in any amendment or
modification to the Trust's Governing Instrument, unless the establishing
resolution or any other resolution adopted pursuant to Section 2.3 or the
Registration Statement otherwise provides. Each Class so established and
designated shall represent a Proportionate Interest in the net assets of the
Trust and shall have identical voting, dividend, liquidation, and other rights
and be subject to the same terms and conditions, except that (1) Class Expenses
allocated to a Class for which such expenses were incurred shall be borne
solely by that Class, (2) other expenses, costs, charges, and reserves
allocated to a Class in accordance with Section 2.5(d) may be borne solely by
that Class, provided that the allocation of such other expenses, costs,
charges, and reserves is not specifically required to be set forth in a plan
adopted by the Trust pursuant to Rule 18f-3 under the 1940 Act, (3) dividends
declared and payable to a Class pursuant to Section 7.2 shall reflect the items
separately allocated thereto pursuant to the preceding clauses, (4) each Class
may have separate rights to convert to another Class, exchange rights, and
similar rights, each as determined by the Trustees, and (5) each Class may have
exclusive voting rights with respect to matters affecting only that Class.
Section 2.4 Actions Affecting Classes. The Trustees shall have full power
and authority, in their sole discretion without obtaining any prior
authorization or vote of the Shareholders of the Trust or any Class thereof, to
establish and designate and to change in any manner any Class or Classes; to
fix or change such preferences, voting powers, rights, and privileges of any
Classes as the Trustees may from time to time determine, including any change
that may adversely affect a Shareholder; to divide or combine the Shares of the
Trust or any Classes into a greater or lesser number of Shares; to classify or
reclassify or convert any issued or unissued Shares of the Trust or any Classes
into one or more Classes of Shares and, in connection therewith, to cause some
or all of the Shareholders of such Class to be admitted as Shareholders of such
other Class; and to take such other action with respect to the Shares as the
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Trustees may deem desirable. A Class may issue any number of Shares but need
not issue any Shares. At any time that there are no Outstanding Shares of any
particular Class previously established and designated, the Trustees may
abolish that Class and the establishment and designation thereof.
Section 2.5 Relative Rights and Preferences. Unless the establishing
resolution or any other resolution adopted pursuant to Section 2.3 or the
Registration Statement otherwise provides, Shares of the Trust and each Class
established hereunder shall have the following relative rights and preferences:
(a) Except as set forth in Section 2.3 and paragraph (d) of this
Section 2.5, each Share, regardless of Class, shall represent an equal pro rata
interest in the assets belonging to the Trust and shall have identical voting,
dividend, liquidation and other rights, preferences, powers, restrictions,
limitations, qualifications and designations and terms and conditions with each
other Share of the Trust.
(b) Shareholders shall have no preemptive or other right to subscribe to
any additional Shares or other securities issued by the Trust or the Trustees,
whether of the same or other Class.
(c) Each Class shall have a proportionate undivided interest (as
determined by or at the direction of, or pursuant to authority granted by, the
Trustees, consistent with industry practice) ("Proportionate Interest") in the
net assets belonging to the Trust. References herein to assets, expenses,
charges, costs, and reserves "allocable" or "allocated" to a particular Class
shall mean the aggregate amount of such item(s) of the Trust multiplied by the
Class's Proportionate Interest.
(d) The Trustees may, in their sole discretion, allocate or authorize
the allocation of particular expenses, costs, charges, and/or reserves to fewer
than all the Classes. Class Expenses shall, in all cases, be allocated to the
Class for which such Class Expenses were incurred. Any general liabilities,
expenses, costs, charges or reserves of the Trust that are not readily
identifiable as chargeable to or bearable by any particular Class shall be
allocated and charged by the Trustees between or among any one or more of the
Classes in such manner as the Trustees in their sole discretion deem fair and
equitable. Each such allocation shall be conclusive and binding upon the
Shareholders of all Classes for all purposes.
(e) Shares repurchased by the Trust shall be deemed to be canceled.
(f) Any Trustee, officer or other agent of the Trust, and any
organization in which any such Person has an economic or other interest, may
acquire, own, hold and dispose of Shares in the Trust, whether such Shares are
authorized but unissued, or already outstanding, to the same extent as if such
Person were not a Trustee, officer or other agent of the Trust; and the Trust
may issue and sell and may purchase such Shares from any such Person or any
such organization, subject to the limitations, restrictions or other provisions
applicable to the sale or purchase of such shares herein, the 1940 Act and
other applicable law.
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(g) The Trust may issue Shares in fractional denominations of 1/1000/th/
of a Share or integral multiples thereof to the same extent as its whole
Shares, and Shares in fractional denominations shall be Shares having
proportionately to the respective fractions represented thereby all the rights
of whole Shares of the same Class, including without limitation, the right to
vote, the right to receive dividends and distributions and the right to
participate upon termination of the Trust.
(h) The Trustees shall have the authority to provide that the
Shareholders of any Class shall have the right to exchange such Shares for
Shares of one or more other Class of Shares or for interests in one or more
trusts, corporations or other business entities (or a portfolio or series or
class of any of the foregoing) in accordance with such requirements and
procedures as may be established by the Trustees.
All references to Shares in this Agreement shall be deemed to be shares
of the Trust or any Class. All provisions herein relating to the Trust shall
apply equally to each Class of the Trust, except as the context otherwise
requires.
Section 2.6 Other Securities. The Trustees may, subject to the requirements
of the 1940 Act and the Governing Instrument, authorize and issue such other
securities of the Trust as they determine to be necessary, desirable or
appropriate, having such terms, rights, preferences, privileges, limitations
and restrictions as the Trustees see fit, including debt securities or other
senior securities. Any such supplement or amendment shall be filed as is
necessary. The Trustees are also authorized to take such actions and retain
such Persons as they see fit to offer and sell such securities.
Section 2.7 Investment in the Trust. Investments may be accepted by the
Trust from such Persons, at such times, on such terms, and for such
consideration, which may consist of cash or tangible or intangible property or
a combination thereof, as the Trustees from time to time may authorize. At the
Trustees' sole discretion, such investments, subject to applicable law, may be
in the form of cash or securities in which the Trust is authorized to invest,
valued as provided in applicable law. Each such investment shall be recorded in
the individual Shareholder's account in the form of full and fractional Shares
of the Trust, in such Class then being offered by the Trust as the Shareholder
shall select. The Trustees and their authorized agents shall have the right to
refuse to issue Shares to any Person at any time and for any reason.
Section 2.8 Personal Liability of Shareholders. No Shareholder of the Trust
shall be personally liable for the debts, liabilities, obligations and expenses
incurred by, contracted for, or otherwise existing with respect to, the Trust
or any Class thereof. Neither the Trust nor the Trustees, nor any officer,
employee, or agent of the Trust shall have any power to bind personally any
Shareholder or to call upon any Shareholder for the payment of any sum of money
or assessment whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription for any Shares or otherwise. The
Shareholders shall be entitled, to the fullest extent permitted by applicable
law, to the same limitation of personal liability as is extended under the
Delaware General Corporation Law to stockholders of private corporations for
profit. Every note, bond, contract or other undertaking issued by or on behalf
of
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the Trust or the Trustees relating to the Trust shall include a recitation
limiting the obligation represented thereby to the Trust and its assets (but
the omission of such a recitation shall not operate to bind any Shareholder or
Trustee of the Trust or otherwise limit any benefits set forth in the Delaware
Act that may be applicable to such Persons).
Section 2.9 Assent to Agreement. Every Shareholder, by virtue of having
purchased a Share, shall be bound by, the terms of the Governing Instrument.
The death, incapacity, dissolution, termination or bankruptcy of a Shareholder
during the continuance of the Trust shall not operate to terminate the Trust
nor entitle the representative of any deceased Shareholder to an accounting or
to take any action in court or elsewhere against the Trust or the Trustees, but
only to rights of said decedent under the Governing Instrument. Ownership of
Shares shall not entitle the Shareholder to any title in or to the whole or any
part of the Trust Property or right to call for a partition or division of the
same or for an accounting, nor shall the ownership of Shares constitute the
Shareholders as partners. Ownership of Shares shall not make the Shareholders
third party beneficiaries of any contract entered into by the Trust.
Section 2.10 Disclosure of Holding. The Shareholders shall upon demand
disclose to the Trustees in writing such information with respect to direct or
indirect ownership of Shares as the Trustees deem to be (i) in the best
interests of the Trust or (ii) necessary to comply with the provisions of the
Code, the 1940 Act or other applicable laws or regulations, or to comply with
the requirements of any other taxing or regulatory authority.
ARTICLE III
THE TRUSTEES
Section 3.1 Management of the Trust. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust to
the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but with such powers of delegation as may be
permitted by this Agreement. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its
branches and maintain offices both within and without the State of Delaware, in
any and all states of the United States of America, in the District of
Columbia, in any and all commonwealths, territories, dependencies, colonies, or
possessions of the United States of America, and in any and all foreign
jurisdictions and to do all such other things and execute all such instruments
as they deem necessary, proper or desirable in order to promote the interests
of the Trust although such things are not herein specifically mentioned. Any
determination as to what is in the interests of the Trust made by the Trustees
in good faith shall be conclusive. In construing the provisions of this
Agreement, the presumption shall be in favor of a grant of power to the
Trustees.
The enumeration of any specific power in this Agreement shall not be
construed as limiting the aforesaid power. The powers of the Trustees may be
exercised without order of or resort to any court or other authority.
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Section 3.2 Number of Trustees. The number of Trustees shall be such number
as shall be fixed from time to time by a majority of the Trustees; provided,
however, that the number of Trustees shall in no event be less than two (2) nor
more than fifteen (15). The natural persons who have executed this Agreement
shall be the Trustees as of the date hereof.
Section 3.3 Terms of Office of Trustees. The Trustees shall hold office
during the lifetime of this Trust, and until its termination as herein
provided; except that (A) any Trustee may resign his trusteeship or may retire
by written instrument signed by him and delivered to the other Trustees, which
shall take effect upon such delivery or upon such later date as is specified
therein; (B) any Trustee may be removed, with or without cause, at any time by
written instrument signed by at least two-thirds of the number of Trustees
prior to such removal, specifying the date when such removal shall become
effective; (C) any Trustee who has died, become physically or mentally
incapacitated by reason of disease or otherwise, or is otherwise unable to
serve, may be retired by written instrument signed by a majority of the other
Trustees, specifying the date of his retirement; (D) a Trustee may be removed
at any meeting of the Shareholders by a vote of the Shareholders owning at
least two-thirds (66 2/3%) of the Outstanding Shares; and (E) a Trustee shall
be retired in accordance with the terms of any retirement policy adopted by the
Trustees and in effect from time to time.
Section 3.4 Vacancies and Appointment of Trustees. In case of the
declination to serve, death, resignation, retirement or removal of a Trustee,
or a Trustee is otherwise unable to serve, or an increase in the number of
Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees
shall occur, until such vacancy is filled, the other Trustees shall have all
the powers hereunder and the determination of the other Trustees of such
vacancy shall be conclusive. In the case of any vacancy, the remaining Trustees
may fill such vacancy by appointing such other person as they in their
discretion shall see fit, or may leave such vacancy unfilled or may reduce the
number of Trustees to not less than two (2) Trustees. Such appointment shall be
evidenced by a written instrument signed by a majority of the Trustees in
office or by resolution of the Board of Trustees, duly adopted, which shall be
recorded in the minutes of a meeting of the Trustees, whereupon the appointment
shall take effect. Shareholders shall not be entitled to elect Trustees except
as required by the 1940 Act, or as otherwise considered necessary or desirable
by the Trustees in their sole discretion. To the extent required by the 1940
Act, the Shareholders shall elect the Trustees on such dates as the Trustees
may fix from time to time. The Shareholders may elect Trustees at any meeting
of Shareholders called by the Trustees for that purpose. In the event that
after the proxy material has been printed for a meeting of Shareholders at
which Trustees are to be elected any one or more nominees named in such proxy
material dies or become incapacitated or is otherwise unable or unwilling to
serve, the authorized number of Trustees shall be automatically reduced by the
number of such nominees, unless the Board of Trustees prior to the meeting
shall otherwise determine. A meeting of Shareholders for the purpose of
electing or removing one or more Trustees shall be called as provided in the
Bylaws. An appointment of a Trustee may be made by the Trustees then in office
in anticipation of a vacancy to occur by reason of retirement, resignation, or
removal of a Trustee, or an increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at the time or
after the expected vacancy occurs.
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Section 3.5 Temporary Absence of Trustee. Any Trustee may, by power of
attorney, delegate his power for a period not exceeding six months at any one
time to any other Trustee or Trustees, provided that in no case shall fewer
than two Trustees personally exercise the other powers hereunder except as
herein otherwise expressly provided.
Section 3.6 Effect of Death, Resignation, etc. of a Trustee. The declination
to serve, death, resignation, retirement, removal, incapacity, or inability of
the Trustees, or any one of them, shall not operate to terminate the Trust or
to revoke any existing agency created pursuant to the terms of this Agreement.
Whenever there shall be fewer than the designated number of Trustees, until
additional Trustees are elected or appointed as provided herein to bring the
total number of Trustees equal to the designated number, the Trustees in
office, regardless of their number, shall have all the powers granted to the
Trustees and shall discharge all the duties imposed upon the Trustees by this
Agreement.
Section 3.7 Ownership of Assets of the Trust. The assets of the Trust shall
be held separate and apart from any assets now or hereafter held in any
capacity other than as Trustee hereunder by the Trustees or any successor
Trustees. Legal title in all of the assets of the Trust and the right to
conduct any business shall at all times be considered to be held by or in the
name of the Trust, except that the Trustees may cause legal title to any Trust
Property to be held by the Trustees or in the name of any other Person as
nominee on behalf of the Trust. The right, title and interest of the Trustees
in the Trust Property shall vest automatically in each Person who may hereafter
become a Trustee. Upon the resignation, retirement, removal, declination to
serve, incapacity, or death of a Trustee, he or she shall automatically cease
to have any right, title or interest in any of the Trust Property, and the
right, title and interest of such Trustee in the Trust Property shall vest
automatically in the remaining Trustees. Such vesting and cessation of title
shall be effective whether or not conveyancing documents have been executed and
delivered. No creditor of any Trustee shall have any right to obtain
possession, or otherwise exercise legal or equitable remedies with respect to,
any Trust Property with respect to any claim against, or obligation of, such
Trustee in its individual capacity and not related to the Trust or any Class of
the Trust. No Shareholder shall be deemed to have a severable ownership in any
individual asset of the Trust, or allocable to any Class thereof, or any right
of partition or possession thereof, but each Shareholder shall have, except as
otherwise provided for herein, a proportionate undivided beneficial interest in
the Trust or in assets allocable to the Class in which the Shareholder holds
Shares. The Shares shall be personal property giving only the rights
specifically set forth in this Agreement or the Delaware Act.
Section 3.8 Legal Standard. The Trustees shall be subject to the same
fiduciary duties to which the directors of a Delaware corporation would be
subject if the Trust were a Delaware corporation, the Shareholders were
shareholders of such Delaware corporation and the Trustees were directors of
such Delaware corporation, and such modified duties shall replace any fiduciary
duties to which the Trustees would otherwise be subject. Without limiting the
generality of the foregoing, all actions and omissions of the Trustees shall be
evaluated under the doctrine commonly referred to as the "business judgment
rule," as defined and developed under Delaware law, to the same extent that the
same actions or omissions of directors of a Delaware corporation in a
substantially similar circumstance would be evaluated under such doctrine.
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Notwithstanding the foregoing, the provisions of the Governing Instrument, to
the extent that they modify, restrict or eliminate the duties (including
fiduciary duties), and liabilities relating thereto, of a Trustee otherwise
applicable under the foregoing standard or otherwise existing at law (statutory
or common) or in equity, are agreed by each Shareholder and the Trust to
replace such duties and liabilities of such Trustee under the foregoing
standard or otherwise existing at law (statutory or common) or in equity.
Section 3.9 Other Business Interests. The Trustees shall devote to the
affairs of the Trust such time as may be necessary for the proper performance
of their duties hereunder, but neither the Trustees nor the officers,
directors, shareholders, partners or employees of the Trustees, if any, shall
be expected to devote their full time to the performance of such duties. The
Trustees, or any Affiliated Person, shareholder, officer, director, partner or
employee thereof, or any Person owning a legal or beneficial interest therein,
may engage in, or possess an interest in, any business or venture other than
the Trust, of any nature and description, independently or with or for the
account of others. None of the Trust or any Shareholder shall have the right to
participate or share in such other business or venture or any profit or
compensation derived therefrom.
ARTICLE IV
POWERS OF THE TRUSTEES
Section 4.1 Powers. Subject to the provisions of this Agreement, the
business of the Trust shall be managed by the Trustees, and the Trustees shall
have all powers necessary or convenient to carry out that responsibility
including the power to engage in securities transactions of all kinds on behalf
of the Trust. The Trustees in all instances shall act as principals, and are
and shall be free from the control of the Shareholders. The Trustees shall have
full power and authority to do any and all acts and to make and execute any and
all contracts and instruments that they may consider necessary or appropriate
in connection with the management of the Trust. Without limiting the foregoing
and subject to any applicable limitation in the Governing Instrument or
applicable law, the Trustees shall have power and authority:
(a) To invest and reinvest cash and other property, and to hold cash or
other property uninvested, without in any event being bound or limited by any
present or future law or custom in regard to investments by Trustees, and to
sell, exchange, lend, pledge, mortgage, hypothecate, write options on,
distribute and otherwise deal with and lease any or all of the assets of the
Trust;
(b) To operate as, and to carry on the business of, an investment
company, and to exercise all the powers necessary and appropriate to the
conduct of such operations;
(c) To borrow money and in this connection issue notes or other evidence
of indebtedness; to secure borrowings by mortgaging, pledging or otherwise
subjecting as security the Trust Property; to endorse, guarantee, or undertake
the performance of an obligation or engagement of any other Person and to lend
Trust Property;
11
(d) To provide for the distribution of Shares either through a principal
underwriter in the manner hereafter provided for or by the Trust itself, or
both, or otherwise pursuant to a plan of distribution of any kind;
(e) To adopt Bylaws not inconsistent with this Agreement providing for
the conduct of the business of the Trust and to amend and repeal them to the
extent that they do not reserve such right to the Shareholders; such Bylaws
shall be deemed incorporated and included in the Governing Instrument;
(f) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;
(g) To employ one or more banks, trust companies or companies that are
members of a national securities exchange or such other domestic or foreign
entities as custodians of any assets of the Trust subject to any conditions set
forth the Governing Instrument;
(h) To retain one or more transfer agents and shareholder servicing
agents;
(i) To set record dates in the manner provided herein or in the Bylaws;
(j) To delegate such authority as they consider desirable to any
officers of the Trust and to any investment adviser, manager, administrator,
custodian, underwriter or other agent or independent contractor;
(k) To sell or exchange any or all of the assets of the Trust, subject
to the right of Shareholders, if any, to vote on such transaction pursuant to
Section 6.1;
(l) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies and powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion with
relation to securities or property as the Trustee shall deem proper;
(m) To exercise powers and rights of subscription or otherwise that in
any manner arise out of ownership of securities;
(n) To hold any security or property in a form not indicating any trust,
whether in bearer, book entry, unregistered or other negotiable form; or either
in the name of the Trust or a custodian or a nominee or nominees, subject in
either case to proper safeguards according to the usual practice of Delaware
statutory trusts or investment companies;
(o) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, with respect to any
security held in the Trust; to consent to any contract, lease, mortgage,
purchase, or sale of property by such
12
corporation or concern, and to pay calls or subscriptions with respect to any
security held in the Trust;
(p) 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;
(q) To declare and pay dividends and make distributions of income and of
capital gains and capital to Shareholders in the manner hereinafter provided;
(r) To repurchase Shares as provided for in this Agreement, upon such
terms and conditions as the Trustees shall establish;
(s) To establish one or more committees or sub-committees, to delegate
any of the powers of the Trustees to said committees or sub-committees and to
adopt a written charter for one or more of such committees or sub-committees
governing its membership, duties and operations and any other characteristics
as the Trustees may deem proper, each of which committees and sub-committees
may consist of less than the whole number of Trustees then in office, and may
be empowered to act for and bind the Trustees and the Trust as if the acts of
such committee or sub-committee were the acts of all the Trustees then in
office;
(t) To interpret the investment policies, practices or limitations of
the Trust;
(u) To establish a registered office and have a registered agent in the
State of Delaware;
(v) To enter into joint ventures, general or limited partnerships,
limited liability companies, and any other combinations and associations;
(w) Subject to the 1940 Act, to engage in any other lawful act or
activity in which a statutory trust organized under the Delaware Act may
engage; and
(x) In general, to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary, suitable
or proper for the accomplishment of any purpose or the attainment of any object
or the furtherance of any power hereinbefore set forth, either alone or in
association with others, and to do every other act or thing incidental or
appurtenant to or growing out of or connected with the aforesaid business or
purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees. Any action by one or
more of the Trustees in their capacity as such hereunder shall be deemed an
action on behalf of the Trust, and not an action in an individual capacity.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust.
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No one dealing with the Trustees shall be under any obligation to make
any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.
Section 4.2 Issuance and Repurchase of Shares. The Trustees shall have the
power to issue, sell, repurchase, retire, cancel, acquire, hold, resell,
reissue, dispose of, and otherwise deal in Shares and, subject to the
provisions set forth in Articles II and VII hereof, to apply to any such
repurchase, retirement, cancellation or acquisition of Shares any funds or
property of the Trust with respect to which such Shares are issued.
Section 4.3 Principal Transactions. Subject to Article IX, the Trustees may,
on behalf of the Trust, buy any securities from or sell any securities to, or
lend any assets of the Trust to, any Trustee or officer of the Trust or any
firm of which any such Trustee or officer is a member acting as principal, or
have any such dealings with any investment adviser, underwriter, or transfer
agent for the Trust or with any Affiliated Person of such Person; and the Trust
may employ any such Person, or firm or Company in which such Person is an
Affiliated Person, as broker, legal counsel, registrar, investment adviser,
underwriter, administrator, transfer agent, dividend disbursing agent,
custodian, or in any capacity upon customary terms, subject in all cases to
applicable laws, rules, and regulations and orders of regulatory authorities.
Section 4.4 Payment of Expenses by the Trust. The Trustees are authorized to
pay or cause to be paid out of the principal or income of the Trust, or partly
out of the principal and partly out of income, and to charge or allocate to,
between or among such one or more Classes, as they deem fair, all expenses,
fees, charges, taxes and liabilities incurred or arising in connection with the
Trust or Class, or in connection with the management thereof, including, but
not limited to, the Trustees' compensation and such expenses and charges for
the services of the Trust's officers, employees, investment adviser and
manager, administrator, principal underwriter, auditors, counsel, custodian,
transfer agent, shareholder servicing agent, and such other agents or
independent contractors and such other expenses and charges as the Trustees may
deem necessary or proper to incur.
Section 4.5 Trustee Compensation. The Trustees as such shall be entitled to
reasonable compensation from the Trust. They may fix the amount of their
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, administrative, legal, accounting, investment
banking, underwriting, brokerage, or investment dealer or other services and
the payment for the same by the Trust.
Section 4.6 Independent Trustee. A Trustee who is an "independent trustee,"
as that term is defined in the Delaware Act, shall be deemed to be independent
and disinterested for all purposes when making any determinations or taking any
action as a Trustee.
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ARTICLE V
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND
TRANSFER AGENT
Section 5.1 Investment Adviser.
(a) The Trustees may in their discretion, from time to time, enter into
an investment advisory or management contract or contracts with respect to the
Trust whereby the other party or parties to such contract or contracts shall
undertake to furnish the Trustees with such management, investment advisory,
statistical and research facilities and services and such other facilities and
services, if any, and all upon such terms and conditions, as the Trustees may
in their discretion determine.
(b) The Trustees may authorize the investment adviser to employ, from
time to time, one or more sub-advisers to perform such of the acts and services
of the investment adviser, and upon such terms and conditions, as may be agreed
upon among the Trustees, the investment adviser and sub-adviser. Any references
in this Agreement to the investment adviser shall be deemed to include such
sub-advisers, unless the context otherwise requires.
Section 5.2 Other Service Contracts. The Trustees may authorize the
engagement of a principal underwriter, transfer agent, administrator,
custodian, and any other service providers they deem to be in the best interest
of the Trust.
Section 5.3 Parties to Contract. Any contract of the character described in
Sections 5.1 and 5.2 may be entered into with any corporation, firm,
partnership, trust, association or other legal entity, although one or more of
the Trustees or officers of the Trust may be an officer, director, trustee,
shareholder, member, employee or agent or hold any other similar officer with
respect to such other party to the contract.
Section 5.4 Miscellaneous.
(a) The fact that (i) any of the Shareholders, Trustees or officers of
the Trust is a shareholder, director, officer, partner, trustee, employee,
manager, adviser, principal underwriter or distributor or agent of or for any
Company or of or for any parent or affiliate of any Company, with which an
advisory or administration contract, or principal underwriter's or
distributor's contract, or transfer, shareholder servicing, custodian or other
agency contract may have been or may hereafter be made, or that any such
Company, or any parent or affiliate thereof, is a Shareholder or has an
interest in the Trust, or that (ii) any Company with which an advisory or
administration contract or principal underwriter's or distributor's contract,
or transfer, shareholder servicing, custodian, or other agency contract may
have been or may hereafter be made also has an advisory or administration
contract, or principal underwriter's or distributor's contract, or transfer,
shareholder servicing, custodian or other agency contract with one or more
other companies, or has other business or interests shall not affect the
validity of any such contract or disqualify any Shareholder, Trustee or officer
of the Trust from voting upon or executing the same or create any liability or
accountability to the Trust or its Shareholders.
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(b) The authority of the Trustees hereunder to authorize the Trust to
enter into contracts or other agreements or arrangements shall include the
authority of the Trustees to modify, amend, waive any provision of, supplement,
assign all or a portion of, novate, or terminate such contracts, agreements or
arrangements. The enumeration of any specific contracts in this Article V shall
in no way be deemed to limit the power and authority of the Trustees as
otherwise set forth in this Agreement to authorize the Trust to employ,
contract with or make payments to such Persons as the Trustees may deem
desirable for the transaction of the business of the Trust.
ARTICLE VI
SHAREHOLDERS' VOTING POWERS AND MEETING
Section 6.1 Voting Powers.
(a) The Shareholders shall have power to vote only to:
(i) Elect Trustees, provided that a meeting of Shareholders has
been called for that purpose;
(ii) Approve transactions described in Section 6.2, Section 9.1 and
Sections 9.4 through 9.8 of this Agreement;
(iii)Approve any amendment to this Article VI, Section 9.1 or
Sections 9.4 through 9.8 or, to the extent required by
Section 6.2, to Section 8.4;
(iv) Approve such additional matters as may be required by the 1940
Act or the Governing Instrument, or as the Trustees, in their
sole discretion, shall determine.
(b) Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law or by the
Governing Instrument that may be taken by Shareholders.
(c) 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.
(d) Except as otherwise provided in the Governing Instrument, on any
matter submitted to a vote of the Shareholders, all Shares shall be voted
together as a single class, except when required by applicable law, or when the
Trustees have determined that the matter affects the interests of one or more
classes or affects each class differently, then the Shareholders of each such
affected class shall be entitled to vote separately thereon.
(e) Shareholders shall not be entitled to cumulative voting in the
election of Trustees or on any other matter.
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(f) Subject to any provision of applicable law and except as otherwise
provided in the Governing Instrument, an affirmative Majority Shareholder Vote
shall be required to approve any matter requiring a vote of the Shareholders.
(g) Only Record Owners shall have the power to cast a vote at a meeting
of shareholders subject to the voting provisions set forth in the Governing
Instrument. Beneficial owners of Shares who are not Record Owners shall not be
entitled to cast a vote at a meeting of Shareholders but shall be entitled to
provide voting instructions to corresponding Record Owners, subject to any
limitations imposed by applicable law and stock exchanges on which the Shares
are listed for trading.
Section 6.2 Additional Voting Powers and Voting Requirements for Certain
Actions.
(a) Notwithstanding any other provision of this Agreement, the
Shareholders shall have power to vote to approve any amendment to Section 8.4
of this Agreement approved by the Board of Trustees that would have the effect
of reducing the indemnification provided thereby to Shareholders or former
Shareholders, and any such action shall require the affirmative vote or consent
of Shareholders owning at least seventy-five percent (75%) of the Outstanding
Shares.
(b) Notwithstanding any other provision of this Agreement, any amendment
to this Article VI, Section 9.1 or Sections 9.4 through 9.8 of this Agreement
shall require the affirmative vote or consent of the Board of Trustees followed
by the affirmative vote or consent of Shareholders owning at least seventy-five
percent (75%) of the Outstanding Shares, unless such amendment has been
previously approved, adopted or authorized by the affirmative vote of at least
two thirds (66 2/3%) of the Board of Trustees, in which case an affirmative
Majority Shareholder Vote shall be required.
(c) The voting requirements set forth in this Section 6.2 shall be in
addition to, and not in lieu of, any vote or consent of the Shareholders
otherwise required by applicable law (including, without limitation, any
separate vote by class that may be required by the 0000 Xxx) or by the
Governing Instrument.
(d) Any additional matter not expressly requiring a vote of Shareholders
on which the Trustees determine the Shareholders shall have power to vote shall
require the affirmative vote or consent of Shareholders owning at least
seventy-five percent (75%) of the Outstanding Shares, unless such matter has
been previously approved, adopted or authorized by the affirmative vote of at
least two-thirds (66 2/3%) of the Board of Trustees, in which case an
affirmative Majority Shareholder Vote shall be required.
ARTICLE VII
NET ASSET VALUE, DISTRIBUTIONS AND REPURCHASES
Section 7.1 Net Asset Value. Subject to applicable federal law including
the 1940 Act and Article II hereof, the Trustees, in their sole discretion, may
prescribe (and delegate to any
17
officer of the Trust or any other Person or Persons the right and obligation to
prescribe) such bases and time (including any methodology or plan) for
determining the per Share or net asset value of the Shares of any Class or net
income attributable to the Shares of any Class, or the declaration and payment
of dividends and distributions on the Shares of any Class and the method of
determining the Shareholders to whom dividends and distributions are payable,
as they may deem necessary or desirable.
Section 7.2 Distributions. The Trustees may from time to time declare and
pay dividends and make other distributions with respect to any Shares or Class
thereof, which may be from surplus, income, capital gains or capital or
distributions in kind of the assets of the Trust. The amount of such dividends
or distributions and the payment of them and whether they are in cash or any
other Trust Property shall be wholly in the discretion of the Trustees,
although the Trustees may delegate the authority to set record, declaration,
payment and ex-dividend dates, determine the amount of dividends and
distributions and pay such dividends and distributions. Dividends and other
distributions may be paid pursuant to a standing resolution adopted once or
more often as the Trustees determine. The Trustees shall have the power and
authority to amend, correct or change the amount of any declared dividend or
distribution from time to time until such dividend or distribution has been
paid to Shareholders. All dividends and other distributions on Shares of a
Class shall be distributed pro rata to the Record Owners of such Class, as the
case may be, in proportion to the number of Shares of such Class they held on
the record date established for such payment, provided that such dividends or
other distributions on Shares of a Class shall appropriately reflect Class
Expenses and other expenses allocated to that Class. The Trustees may adopt and
offer to Shareholders such dividend reinvestment plans, cash distribution
payment plans, or similar plans as the Trustees deem appropriate.
Section 7.3 Repurchase of Shares With Shareholder Consent.
(a) Subject to the Governing Instrument, the Trust may repurchase Shares
on the open market or such Shares as are tendered by any Record Owner for
repurchase pursuant to a repurchase offer (including, without limitation,
pursuant to Rule 23c-3 under the 0000 Xxx) or tender offer, if any, made by the
Trust periodically or from time to time, upon the presentation by the Record
Owner of a proper instrument of transfer together with a request directed to
the Trust, its transfer agent or other duly authorized agent, that the Trust
repurchase such Shares, or in accordance with such other procedures for
repurchase as the Board of Trustees may from time to time authorize; and the
Trust will pay therefor a price that meets the requirements of Section 23 of
the 1940 Act, and the rules and regulations adopted thereunder, and that is in
accordance with the terms of such repurchase offer, tender offer, the Governing
Instrument and other applicable law.
(b) The repurchase price may in any case or cases be paid wholly or
partly in kind if the Board of Trustees determines that such payment is
advisable in the interest of the Trust. Subject to the foregoing, the fair
value, selection and quantity of securities or other property of the Trust so
paid or delivered as all or part of the repurchase price shall be determined by
or under authority of the Board of Trustees. Subject to applicable law, the
Trust
18
shall not be liable for any delay of any Person in transferring securities or
other property selected for delivery as all or part of any payment in kind.
Section 7.4 Repurchase of Shares Without Shareholder Consent. Subject to the
Governing Instrument, the Trust shall have the right at its option and at any
time, subject to the 1940 Act and other applicable law, to repurchase Shares of
any Shareholder at a price that meets the requirements of Section 23 of the
1940 Act, and the rules and regulations adopted thereunder, and that is in
accordance with the terms of the Governing Instrument and other applicable law:
(a) if at such time, such Shareholder owns Shares having an aggregate net asset
value of less than an amount determined from time to time by the Trustees; or
(b) to the extent that such Shareholder owns Shares in an amount less than,
equal to or in excess of a percentage or certain number of the Shares
determined from time to time by the Trustees.
Section 7.5 Transfer of Shares. Shares shall be transferable in accordance
with the provisions of the Bylaws.
Section 7.6 Redemptions. Shares are not redeemable at the option of the
holders thereof.
ARTICLE VIII
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 8.1 Limitation of Liability. A Trustee or officer of the Trust, when
acting in such capacity, shall not be personally liable to any Person for any
act, omission or obligation of the Trust or any Trustee or officer of the
Trust; provided, however, that nothing contained herein shall protect any
Trustee or officer against any liability to the Trust or to Shareholders to
which the Trustee would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office with the Trust.
Section 8.2 Indemnification of Covered Persons. Every Covered Person shall
be indemnified by the Trust to the fullest extent permitted by the Delaware
Act, the Bylaws and other applicable law.
Section 8.3 Insurance. To the fullest extent permitted by applicable law,
the Board of Trustees shall have the authority to purchase with Trust Property
insurance for liability and for all expenses reasonably incurred or paid or
expected to be paid by a Covered Person in connection with any proceeding in
which such Covered Person becomes involved by virtue of such Covered Person's
actions, or omissions to act, in its capacity or former capacity with the
Trust, whether or not the Trust would have the power to indemnify such Covered
Person against such liability.
Section 8.4 Indemnification of Shareholders. In case any Shareholder or
former Shareholder of the Trust shall be held to be personally liable solely by
reason of his being or having been a Shareholder of the Trust or any Class and
not because of his acts or omissions or
19
for some other reason, the Shareholder or former Shareholder (or his heirs,
executors, administrators or other legal representatives, or, in the case of a
corporation or other entity, its corporate or general successor) shall be
entitled, out of the Trust's assets allocable to the applicable Class, to be
held harmless from and indemnified against all loss and expense arising from
such liability in accordance with the Bylaws and applicable law. The Trust, on
behalf of the affected Class, shall upon request by the Shareholder, assume the
defense of any such claim made against the Shareholder for any act or
obligation of the Class.
ARTICLE IX
MISCELLANEOUS
Section 9.1 Vote Required. Notwithstanding any other provision of this
Agreement to the contrary and subject to the exceptions provided in this
Article IX, each of the transactions described in Section 9.1 and Sections 9.4
through 9.8 shall require the approval of the Board of Trustees followed by the
affirmative vote of the holders of not less than 75% of the Outstanding Shares
entitled to vote unless such transaction has been previously approved by the
affirmative vote of at least two-thirds (66 2/3%) of the Board of Trustees, in
which case an affirmative Majority Shareholder Vote shall be required. Such
affirmative vote shall be in addition to the vote or consent of Shareholders
otherwise required by law or any agreement between the Trust and any national
securities exchange.
Section 9.2 Trust Not a Partnership; Taxation. It is hereby expressly
declared that a trust and not a partnership is created hereby. No Trustee
hereunder shall have any power to bind personally either the Trust's officers
or any Shareholder. All persons extending credit to, contracting with or having
any claim against the Trust or the Trustees in their capacity as such shall
look only to the assets of the Trust for payment under such credit, contract or
claim; and neither the Shareholders, the Trustees, nor the Trust's officers nor
any of the agents of the Trustees whether past, present or future, shall be
personally liable therefor.
The Board of Trustees shall have the power, in its discretion, to make an
initial entity classification election, and to change any such entity
classification election, of the Trust for U.S. federal income tax purposes as
may be permitted or required under the Code, without the vote or consent of any
Shareholder. In furtherance thereof, the Board of Trustees, or an appropriate
officer as determined by the Board of Trustees, is authorized (but not
required) to make and sign any such entity classification election on Form
8832, Entity Classification Election (or successor form thereto), on behalf of
the Trust, sign the consent statement contained therein on behalf of all of the
Shareholders thereof, and file the same with the U.S. Internal Revenue Service.
Section 9.3 Trustee's Good Faith Action, Expert Advice, No Bond or Surety.
The exercise by the Trustees of their powers and discretion hereunder in good
faith and with reasonable care under the circumstances then prevailing shall be
binding upon everyone interested. Subject to the provisions of Article VIII and
to Section 9.2, the Trustees shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Agreement, and
subject to the
20
provisions of Article VIII and Section 9.2, shall be under no liability for any
act or omission in accordance with such advice or for failing to follow such
advice. The Trustees shall not be required to give any bond as such, nor any
surety if a bond is obtained. The appointment, designation or identification of
a Trustee as chair of the Trustees, a member or chair of a committee of the
Trustees, an expert on any topic or in any area (including an audit committee
financial expert), or the lead Independent Trustee, or any other special
appointment, designation or identification of a Trustee, shall not impose on
that person any standard of care or liability that is greater than that imposed
on that person as a Trustee in the absence of the appointment, designation or
identification, and no Trustee who has special skills or expertise, or is
appointed, designated or identified as aforesaid, shall be held to a higher
standard of care by virtue thereof. In addition, no appointment, designation or
identification of a Trustee as aforesaid shall affect in any way that Trustee's
rights or entitlement to indemnification or advancement of expenses.
Section 9.4 Dissolution of the Trust or Termination of a Class.
(a) The Trust shall have perpetual existence, except that the Trust
shall be dissolved upon approval by vote of the Board followed by a vote of
Shareholders as set forth in Section 9.1; provided that if the affirmative vote
of at least seventy-five percent (75%) of the Board approves the dissolution,
no vote of Shareholders shall be required to dissolve the Trust.
(b) Upon dissolution of the Trust, the Trust shall carry on no business
except for the purpose of winding up its affairs, and all powers of the
Trustees under this Agreement shall continue until such affairs have been wound
up. Without limiting the foregoing, the Trustees shall (in accordance with
Section 3808 of the Delaware Act) have the power to:
(i) Fulfill or discharge the contracts of the Trust;
(ii) Collect its assets;
(iii) Sell, convey, assign, exchange, merge where the Trust is not
the survivor, transfer or otherwise dispose of all or any part of the remaining
Trust Property to one or more Persons at public or private sale for
consideration which may consist in whole or in part in cash, securities or
other property of any kind;
(iv) Pay or make reasonable provision (including through the use of a
liquidating trust) to pay all claims and obligations of the Trust, 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, and claims and obligations that
have not been made known to the Trust or that have not arisen but that, based
on the facts known to the Trust, are likely to arise or to become known to the
Trust within 10 years after the date of dissolution; and
(v) Do all other acts appropriate to liquidate its business.
(c) If there are sufficient assets held with respect to the Trust, such
claims and obligations shall be paid in full and any such provisions for
payment shall be made in full. If
21
there are insufficient assets held with respect to the Trust, 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 the Trust shall be
distributed to the Record Owners of the Trust ratably according to the number
of Shares of the Trust held of record by the several Record Owners on the date
for such dissolution distribution, subject to any then existing preferential
rights of Shares.
(d) On completion of distribution of the remaining assets and upon the
winding up of the Trust in accordance with Section 3808 of the Delaware Act 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
Delaware Act, whereupon, the Trust shall terminate and the Trustees and the
Trust shall be discharged from all further liabilities and duties hereunder
with respect thereto. The Trustees shall not be personally liable to the
claimants of the dissolved Trust by reason of the Trustees' actions in winding
up the Trust's affairs if the Trustees complied with Section 3808(e) of the
Delaware Act.
(e) Each class hereafter created shall have perpetual existence unless
terminated upon:
(i) The vote of the Board of Trustees; or
(ii) The occurrence of a termination event pursuant to any Board
resolution establishing and designating such class.
Section 9.5 Merger or Consolidation; Conversion; Reorganization.
(a) Merger or Consolidation.
(i) Pursuant to an agreement of merger or consolidation, the Board of
Trustees may cause the Trust or any of its subsidiaries to merge or consolidate
with or into one or more statutory trusts or "other business entities" (as
defined in Section 3801 of the Delaware Act) formed or organized or existing
under the laws of the State of Delaware or any other state of the United States
or any foreign country or other foreign jurisdiction. Any such merger or
consolidation shall require approval by vote of the Board of Trustees followed
by approval of the Shareholders as set forth in Section 9.1.
(ii) By reference to Section 3815(f) of the Delaware Act, any
agreement of merger or consolidation approved in accordance with this
Section 9.5(a) may, without a separate Shareholder vote, unless required by the
1940 Act or the requirements of any securities exchange on which Shares are
listed for trading, effect any amendment to the Governing Instrument or effect
the adoption of a new governing instrument if the Trust is the surviving or
resulting statutory trust in the merger or consolidation, which amendment or new
22
governing instrument shall be effective at the effective time or date of the
merger or consolidation.
(iii) If the Trust is to be the surviving or resulting statutory
trust, any one (1) Trustee shall execute, and cause to be filed, a certificate
of merger or consolidation in accordance with Section 3815 of the Delaware Act.
(b) Conversion.
(i) The Board of Trustees may cause:
(A) The Trust to convert to an "other business entity" (as
defined in Section 3801 of the Delaware Act) formed or organized under the laws
of the State of Delaware as permitted pursuant to Section 3821 of the Delaware
Act;
(B) The Shares of the Trust to be converted into beneficial
interests in another statutory trust; or
(C) The Shares to be exchanged under or pursuant to any state or
federal statute to the extent permitted by law.
(ii) Any such statutory conversion, Share conversion or Share
exchange shall require approval by vote of the Board of Trustees followed by
the approval of the Shareholders of the Trust as set forth in Section 9.1.
(c) Reorganization.
(i) The Board of Trustees may cause the Trust to sell, convey and
transfer all or substantially all of the assets of the Trust ("sale of Trust
assets") to another trust, statutory trust, partnership, limited partnership,
limited liability company, corporation or other association organized under the
laws of any state, or to one or more separate series thereof, in exchange for
cash, shares or other securities, with such sale, conveyance and transfer
either (a) being made subject to, or with the assumption by the transferee of,
the liabilities associated with the Trust, or (b) not being made subject to, or
not with the assumption of, such liabilities.
(ii) Any such sale, conveyance and transfer shall require approval by
vote of the Board of Trustees followed by the approval of the Shareholders of
the Trust as set forth in Section 9.1.
(iii) Following such sale of Trust assets, the Board of Trustees
shall distribute such cash, shares or other securities ratably among the Record
Owners of the Trust (giving due effect to the differences among the various
classes).
(iv) If all of the assets of the Trust have been so sold, conveyed
and transferred, the Trust shall be dissolved.
23
Section 9.6 Reclassification of the Trust. The Board of Trustees may cause
the Trust to be converted from a "closed-end company" to an "open-end company"
(as those terms are defined, respectively, in Sections 5(a)(2) and 5(a)(1) of
the 1940 Act). Such reclassification of the Trust shall require approval by
vote of the Board of Trustees followed by the approval of Shareholders as set
forth in Section 9.1.
Section 9.7 Principal Shareholder Transactions.
(a) Notwithstanding any other provision of this Agreement and subject to
the exceptions provided in Section 9.7(c), the types of transactions described
in sub-paragraphs (1) through (3) below shall require approval by vote of the
Board of Trustees and the Shareholders of the Trust as set forth in Section 9.1
when a Principal Shareholder (as defined in Section 9.7(b)) is a party to the
transaction.
(i) The issuance of any securities of the Trust or any of its
subsidiaries to any Principal Shareholder for cash (other than pursuant to any
dividend reinvestment plan).
(ii) The sale, lease or exchange of all or any substantial part of
the assets of the Trust or any of its subsidiaries to any Principal Shareholder
(except assets having an aggregate fair market value of less than two percent
(2%) of the total assets of the Trust or any of its subsidiaries, aggregating
for the purpose of such computation all assets sold, leased or exchanged in any
series of similar transactions within a twelve-month period).
(iii) The sale, lease, or exchange to the Trust or any subsidiary
thereof, in exchange for securities of the Trust or any of its subsidiaries, of
any assets of any Principal Shareholder (except assets having an aggregate fair
market value of less than two percent (2%) of the total assets of the Trust or
any of its subsidiaries, aggregating for the purpose of such computation, all
assets sold, leased or exchanged in any series of similar transactions within a
twelve-month period).
(b) For purposes of this Section 9.7, the term "Principal Shareholder"
shall mean any Person or group (within the meaning of Rule 13d-5 under the
Securities Exchange Act of 1934, as amended (the "1934 Act")), that is the
beneficial owner, directly or indirectly, of five percent (5%) or more of the
Shares of the Trust and shall include any affiliate or associate, as such terms
are defined in clause (2) below, of a Principal Shareholder, but shall not
include the investment adviser of the Trust or any affiliated person of the
investment adviser of the Trust. For the purposes of this Section 9.7, in
addition to the Shares that a Principal Shareholder beneficially owns directly,
a Principal Shareholder shall be deemed to be the beneficial owner of any
Shares (1) which the Principal Shareholder has the right to acquire pursuant to
any agreement or upon exercise of conversion rights or warrants, or otherwise
or (2) which are beneficially owned, directly or indirectly (including Shares
deemed owned through application of clause (1) above), by any other Person or
group with which the Principal Shareholder or its "affiliate" or "associate,"
as those terms are defined in Rule 12b-2, or any successor rule, under the 1934
Act, has any agreement, arrangement, or understanding for the purpose of
acquiring, holding, voting, or disposing of Shares, or which is its "affiliate"
or "associate" as so defined.
24
For purposes of this Section 9.7, calculation of the total Shares of the Trust
shall not include Shares deemed owned through application of clause (1) above.
(c) The provisions of this Section 9.7 shall not be applicable to any
such transaction between the Trust and any entity of which a majority of the
outstanding shares of all classes and series of a stock normally entitled to
vote in elections of directors is owned of record and beneficially by the Trust
and its subsidiaries.
(d) The Board of Trustees shall have the power and duty to determine for
the purposes of this Section 9.7, on the basis of information known to the
Trust, whether:
(i) A Person or group beneficially owns five percent (5%) or more of
the Shares;
(ii) A corporation, person or entity is an "affiliate" or "associate"
(as defined above) of another; and
(iii) The assets being sold, leased or exchanged by or to the Trust
have an aggregate fair market value of less than 2% of the total assets of the
Trust (as defined above).
Any such determination shall be conclusive and binding for all purposes
of this Section 9.7 in the absence of manifest error.
Section 9.8 Absence of Appraisal or Dissenters' Rights. No Shareholder shall
be entitled, as a matter of right, to an appraisal by the Delaware Court of
Chancery or otherwise of the fair value of the Shareholder's Shares or to any
other relief as a dissenting Shareholder in respect of any proposal or action
involving the Trust or any class of Shares.
Section 9.9 Filing of Copies, References, Headings. The original or a copy
of this Agreement or any amendment hereto or any supplemental agreement shall
be kept at the office of the Trust where it may be inspected by any
Shareholder. Headings are placed herein for convenience of reference only and
in case of any conflict, the text of this Agreement, rather than the headings,
shall control. This Agreement and any document, consent or instrument
referenced in or contemplated by this Agreement or the Bylaws may be executed
in any number of counterparts, each of which shall be deemed an original but
all of which together will constitute one and the same instrument. To the
extent permitted by the 1940 Act, (i) any document, consent, instrument or
notice referenced in or contemplated by this Agreement or the Bylaws that is to
be executed by one or more Trustees may be executed by means of original,
facsimile or electronic signature and (ii) any document, consent, instrument or
notice referenced in or contemplated by this Agreement or the Bylaws that is to
be delivered by one or more Trustees may be delivered by facsimile or
electronic means (including e-mail), unless, in the case of either clause
(i) or (ii), otherwise determined by the Trustees. The terms "include,"
"includes" and "including" and any comparable terms shall be deemed to mean
"including, without limitation." Any reference to any statute, law, code, rule
or regulation shall be deemed to refer to such
25
statute, law, code, rule or regulation as amended or restated from time to time
and any successor thereto.
Section 9.10 Governing Law. The Trust and the Governing Instrument
(including this Agreement) and the rights, obligations and remedies of the
Trustees and Shareholders hereunder, are to be governed by and construed and
administered according to the Delaware Act, including the provision that gives
maximum freedom to contract, and the other laws of the State of Delaware and
the applicable provisions of the 1940 Act. Notwithstanding the foregoing, the
following provisions shall not be applicable to the Trust, the Trustees, the
Shareholders or the Governing Instrument: (A) the provisions of Sections 3533,
3540, 3561 and 3583(a) of Title 12 of the Delaware Code or (B) any provisions
of the laws (statutory or common) of the State of Delaware (other than the
Delaware Act) pertaining to trusts which relate to or regulate (i) the filing
with any court or governmental body or agency of trustee accounts or schedules
of trustee fees and charges, (ii) affirmative requirements to post bonds for
trustees, officers, agents or employees of a trust, (iii) the necessity for
obtaining court or other governmental approval concerning the acquisition,
holding or disposition of real or personal property, (iv) fees or other sums
payable to trustees, officers, agents or employees of a trust, (v) the
allocation of receipts and expenditures to income or principal,
(vi) restrictions or limitations on the permissible nature, amount or
concentration of trust investments or requirements relating to the titling,
storage or other manner of holding of trust assets, or (vii) the establishment
of fiduciary or other standards or responsibilities or limitations on the
indemnification, acts or powers of trustees or other Persons, which are
inconsistent with the limitations of liabilities or authorities and powers of
the Trustees or officers of the Trust set forth or referenced in the Governing
Instrument.
The Trust shall be of the type commonly called a "statutory trust," and
without limiting the provisions hereof, the Trust may exercise all powers which
are ordinarily exercised by such a trust under Delaware law. The Trust
specifically reserves the right to exercise any of the powers or privileges
afforded to trusts or actions that may be engaged in by trusts under the
Delaware Act, and the absence of a specific reference herein to any such power,
privilege or action shall not imply that the Trust may not exercise such power
or privilege or take such actions; provided, however, that the exercise of any
such power, privilege or action shall not otherwise violate applicable law.
Section 9.11 Amendments. Except as specifically provided in Article VI
hereof or otherwise expressly limited by the Governing Instrument, the Trustees
may, without any Shareholder vote, amend this Agreement by making an amendment
to this Agreement, an agreement supplemental hereto, or an amended and restated
trust instrument. Any such amendment to any Article of this Agreement except to
Section 3.2 to change the minimum or maximum number of trustees, to Article VI
or Section 9.1 or Sections 9.4 through 9.8, to the extent required by
Section 6.2, to Section 8.4 or to this Section 9.11, having been approved by a
Majority Trustee Vote, shall become effective, unless otherwise provided by
such Trustees (notwithstanding that the section being amended may require a
higher Trustee vote), upon being executed by a duly authorized officer of the
Trust. Any amendment to Section 3.2 to change the minimum or maximum number of
trustees or to this Section 9.11, having been approved by the affirmative vote
of 75% of the Board of Trustees shall become effective upon being executed by
26
a duly authorized officer of the Trust. For the avoidance of doubt, any
determination of the number of trustees within the minimum and maximum range
may be determined by a majority of the Trustees are not subject to a Majority
Trustee Vote. Any amendment to Article VI, Section 9.1 or Sections 9.4 through
9.8, or, to the extent required by Section 6.2, Section 8.4, having been
approved by the requisite vote of the Board of Trustees followed by the
requisite vote of the Shareholders as provided in Section 9.1, shall become
effective upon being executed by a duly authorized officer of the Trust. A
certification signed by a duly authorized officer of the Trust setting forth an
amendment to this Agreement and reciting that it was duly adopted by the
Shareholders or by the Trustees as aforesaid, or a copy of this Agreement, as
amended, executed by a majority of the Trustees, or a duly authorized officer
of the Trust, shall be conclusive evidence of such amendment when lodged among
the records of the Trust.
Section 9.12 Provisions in Conflict with Law. The provisions of this
Agreement are severable, and if the Trustees shall determine, with the advice
of counsel, that any of such provisions is in conflict with applicable law, the
conflicting provision shall be deemed never to have constituted a part of this
Agreement; provided, however, that such determination shall not affect any of
the remaining provisions of this Agreement or render invalid or improper any
action taken or omitted prior to such determination. If any provision of this
Agreement shall be held invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provision in any other
jurisdiction or any other provision of this Agreement in any jurisdiction.
Section 9.13 Inspection of Records. Every Trustee shall have the right at
any reasonable time to inspect all books, records, and documents of every kind
and the physical properties of the Trust. This inspection by a Trustee may be
made in person or by an agent or attorney and the right of inspection includes
the right to copy and make extracts of documents. Except as may be permitted by
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended from time to time, no Shareholder shall have the right to obtain from
the Trust a list of the Trust's Shareholders. Except as required by the 1940
Act, Shareholders shall have no right to inspect the records, documents,
accounts and books of the Trust. Any request to inspect the records of the
Trust shall be submitted by the Shareholder to the Trust in writing. Upon
receipt of any such request, the Trustees shall determine whether delivery of
records pertaining to such request is required by the 1940 Act or is otherwise
necessary or appropriate, as determined by the Trustees in their sole
discretion, and whether such request complies with the requirements of the 1940
Act and, if so, establish procedures for such inspection. To preserve the
integrity of the records, the Trust may provide certified copies of Trust
records rather than originals. The Trust shall not be required to create
records or obtain records from third parties to satisfy a Shareholder request.
The Trust may require a requesting Shareholder to pay in advance or otherwise
indemnify the Trust for the costs and expenses of such Shareholder's inspection
of records. The rights provided for in this Section 9.13 shall not extend to
any Person who is a Shareholder but not also a Record Owner.
Section 9.14 Use of the Name "Invesco". The Board of Trustees expressly
agrees and acknowledges that the name "Invesco" is the sole property of Invesco
Ltd. ("Invesco"). Invesco has granted to the Trust a non-exclusive license to
use such name as part of the name of the Trust
27
now and in the future. The Board of Trustees further expressly agrees and
acknowledges that the non-exclusive license granted herein may be terminated by
Invesco if the Trust ceases to use Invesco or one of its Affiliated Persons as
investment adviser or to use other Affiliated Persons or successors of Invesco
for such purposes. In such event, the non-exclusive license may be revoked by
Invesco and the Trust shall cease using the name "Invesco" or any name
misleadingly implying a continuing relationship between the Trust and Invesco
or any of its Affiliated Persons, as part of its name unless otherwise
consented to by Invesco or any successor to its interests in such name.
The Board of Trustees further understands and agrees that so long as
Invesco and/or any future advisory Affiliated Person of Invesco shall continue
to serve as the Trust's investment adviser, other registered open- or
closed-end investment companies ("funds") and other types of investment
vehicles as may be sponsored or advised by Invesco or its Affiliated Persons
shall have the right permanently to adopt and to use the name "Invesco" in
their names and in the names of any series or class of shares of such funds.
Section 9.15 Derivative Actions. In addition to the requirements set forth
in Section 3816 of the Delaware Act, a Shareholder may bring a derivative
action on behalf of the Trust only if the following conditions are met:
(a) The Shareholder or Shareholders must make a pre-suit demand upon the
Trustees to bring the subject action unless an effort to cause the Trustees to
bring such an action is not likely to succeed. For purposes of this
Section 9.15(a), a demand on the Trustees shall only be deemed not likely to
succeed and therefore excused if a majority of the Board of Trustees is
composed of Trustees who are not Independent Trustees and the Board of Trustees
has not established a committee to consider the merits of such action or, if
the Board of Trustees has established such a committee, a majority of that
committee is composed of Trustees who are not Independent Trustees;
(b) Unless a demand is not required under paragraph (a) of this
Section 9.15, Shareholders eligible to bring such derivative action under the
Delaware Act who collectively hold Shares representing ten percent (10%) or
more of the total combined net asset value of all Shares issued and
outstanding, or Classes to which such action relates if it does not relate to
all Classes, must join in the pre-suit demand for the Trustees to commence such
action; and
(c) Unless a demand is not required under paragraph (a) of this
Section 9.15, the Trustees must be afforded a reasonable amount of time to
consider such Shareholder request and to investigate the basis of such claim.
The Trustees shall be entitled to retain counsel or other advisors in
considering the merits of the request and may require an undertaking by the
Shareholders making such request to reimburse the Trust for the expense of any
such advisors in the event that the Trustees determine not to bring such action.
(d) For purposes of this Section 9.15, the Board of Trustees may
designate a committee of one or more Trustees to consider a Shareholder demand
if necessary to create a committee with a majority of Trustees who are
Independent Trustees. The Trustees on that
28
committee shall be entitled to retain counsel or other advisors in considering
the merits of the request and may require an undertaking by the Shareholders
making such request to reimburse the Trust for the expense of any such advisors
in the event that the Trustees on the committee determine not to bring such
action.
(e) In addition to all suits, claims or other actions (collectively,
"claims") that under applicable law must be brought as derivative claims, each
Shareholder of the Trust or any Class agrees that any claim that affects all
Shareholders of a Class either equally or proportionately based on their number
of Shares in such Class, must be brought as a derivative claim subject to this
Section 9.15 irrespective of whether such claim involves a violation of the
Shareholders' rights under this Agreement or any other alleged violation of
contractual or individual rights that might otherwise give rise to a direct
claim.
Section 9.16 Jurisdiction and Waiver of Jury Trial. In accordance with
Section 3804(e) of the Delaware Act, any suit, action or proceeding brought by
or in the right of any Shareholder or any Person claiming any interest in any
Shares seeking to enforce any provision of, based on any matter arising out of,
or in connection with, the Governing Instrument or the Trust, any Class, or any
Shares (including any claim of any nature against the Trust, any Class, the
Trustees, or officers of the Trust) shall be brought exclusively in the Court
of Chancery of the State of Delaware to the extent there is subject matter
jurisdiction in such court for the claims asserted or, if not, then in the
Superior Court of the State of Delaware. All Shareholders and other such
Persons hereby irrevocably consent to the jurisdiction of such courts (and the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waive, to the fullest extent permitted by law, any objection
they may make now or hereafter have to the laying of the venue of any such
suit, action or proceeding in such court or that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
Further, IN CONNECTION WITH ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN THE
SUPERIOR COURT IN THE STATE OF DELAWARE, ALL SHAREHOLDERS AND ALL OTHER SUCH
PERSONS HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST
EXTENT PERMITTED BY LAW. All Shareholders and other such Persons agree that
service of summons, complaint or other process in connection with any
proceedings may be made by registered or certified mail or by overnight courier
addressed to such Person at the address shown on the books and records of the
Trust for such Person or at the address of the Person shown on the books and
records of the Trust with respect to the Shares that such Person claims an
interest in. Service of process in any such suit, action or proceeding against
the Trust or any Trustee or officer of the Trust may be made at the address of
the Trust's registered agent in the State of Delaware. Any service so made
shall be effective as if personally made in the State of Delaware.
29
This agreement may be executed in counterparts, each of which
counterpart shall be deemed to be an original, and all of which, when taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this instrument this 19/th/ day of December, 2016.
/s/ Xxxxx X. Arch
------------------------------
Xxxxx X. Arch
/s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxxxx
------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X Xxxxxxxx
/s/ Xxx Xxxxx
------------------------------
Xxx Xxxxx
/s/ Xxxxx Xxxxxx-Xxxxx
------------------------------
Xxxxx Xxxxxx-Xxxxx
/s/ Xxxxx Xxxx
------------------------------
Xxxxx Xxxx
/s/ Xxxxxxx Xxxxxxx, Xx.
------------------------------
Xxxxxxx Xxxxxxx, Xx
30
/s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
31
SCHEDULE A
SHARE CLASSES
Currently offered shares classes:
Class A, Class C, Class F, Class T and Class Y
Share classes not currently offered but with outstanding shares:
Class B, Class IB and Class IC
32
