EXHIBIT 1
Agreement and Declaration of Trust
THE VALIANT FUND
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AGREEMENT AND DECLARATION OF TRUST
AS AMENDED
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AGREEMENT AND DECLARATION OF TRUST made at Worcester, Massachusetts,
this 29th day of January, 1993 by Xxxxxxx X. Butt (hereinafter with any
additional and successor trustees referred to as the "Trustees") and by the
holders of shares of beneficial interest to be issued hereunder as
hereinafter provided.
WITNESSETH that
WHEREAS, this Trust has been formed to carry on the business of an
investment company; and
WHEREAS, the Trustees have agreed to manage all property coming into
their hands as trustees of a Massachusetts business trust in accordance with
the provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets, which they may from time to time acquire
in any manner as Trustees hereunder, IN TRUST to manage and dispose of the
same upon the following terms and conditions for the pro rata benefit of the
holders from time to time of Shares in this Trust as hereinafter set forth.
ARTICLE I
NAMES AND DEFINITIONS
NAME
SECTION 1. This Trust shall be known as "The Valiant Fund", and the
Trustees shall conduct the business of the Trust under that name or any other
name as they may from time to time determine.
DEFINITIONS
SECTION 2. Whenever used herein, unless otherwise required by the
context or specifically provided:
(a) The "Trust" refers to the Massachusetts business trust established
by this Agreement and Declaration of Trust, as amended from time to time;
(b) "Trustees" refers to the Trustee or Trustees of the Trust named
herein for elected in accordance with Article IV;
(c) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided
from time to time or, if more than one series of Shares is authorized by the
Trustees, the equal proportionate units into which each series of Shares
shall be divided from time to time or, if more than one class of Shares of
any series is authorized by the Trustees, the equal proportionate units into
which each class of such series of Shares shall be divided from time to time;
(d) "Shareholders" means a record owner of Shares;
(e) The "1940 Act" refers to the Investment Company Act of 1940 and the
rules and regulations thereunder, all as amended from time to time;
(f) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Principal Underwriter" and "Majority Shareholder Vote"
(the 67% or 50% requirement of the third sentence of Section 2(a)(42) of the
1940 Act, whichever may be applicable) shall have the meanings given them in
the 1940 Act;
(g) "Declaration of Trust" shall mean this Agreement and Declaration of
Trust as amended or restated from time to time; and
(h) "Bylaws" shall mean the Bylaws of the Trust as amended from time to
time.
ARTICLE II
PURPOSE
The purpose of the Trust is to engage in the business of a management
investment company and to provide investors a managed investment primarily in
securities, commodities and debt instruments.
ARTICLE III
SHARES
DIVISION OF BENEFICIAL INTEREST
SECTION 1. The Shares of the Trust shall be issued in one or more
series as the Trustees may, without Shareholder approval, authorize. The
Trustees may, without Shareholder approval, divide the Shares of any series
into two or more classes, Shares of each such class having such
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preferences or special or relative rights or privileges (including conversion
rights, if any) as the Trustees may determine and as are not inconsistent
with any provision of the Declaration of Trust. Each series shall be
preferred over all other series in respect of the assets allocated to that
series. The beneficial interest in each series shall at all times be divided
into Shares, without par value, each of which shall, except as the Trustees
may otherwise authorize in the case of any series that is divided into two or
more classes, represent an equal proportionate interest in the series with
each other Share of the same series, none having priority or preference over
another. The number of Shares authorized shall be unlimited, and the Shares
so authorized may be represented in part by fractional shares. The Trustees
may from time to time divide or combine the Shares of any series or class
into a greater or lesser number without thereby changing the proportionate
beneficial interests in the series or class.
OWNERSHIP OF SHARES
SECTION 2. The ownership of Shares shall be recorded on the books of
the Trust or its transfer or similar agent. No certificates certifying the
ownership of Shares shall be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such rules as they
consider appropriate for the issuance of Share certificates, the transfer of
Shares and similar matters. The record books of the Trust as kept by the
Trust or any transfer or similar agent of the Trust, as the case may be,
shall be conclusive as to who are the Shareholders of each series and class
as to the number of Shares of each series and class held from time to time by
each Shareholder.
INVESTMENTS IN THE TRUST; ASSETS OF THE SERIES
SECTION 3. The Trustees may accept investments in the Trust from such
persons and on such terms and, subject to any requirements of law, for such
consideration, which may consist of cash or tangible or intangible property
or a combination thereof, as they from time to time authorize.
All consideration received by the Trust for the issue or sale of Shares
of each series, together with all income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any funds or payments derived from any reinvestment
of such proceeds in whatever form the same may be, shall irrevocably belong
to the series of Shares with respect to which the same were received by the
Trust for all purposes, subject only to the rights of creditors, and shall be
so handled upon the books of account of the Trust and are herein referred to
as "assets of" such series.
NO PREEMPTIVE RIGHTS; DERIVATIVE ACTIONS
SECTION 4. Shareholders shall have no preemptive or other right to
receive, purchase or subscribe for any additional Shares or other securities
issued by the Trust. No action may be brought by a Shareholder on behalf of
the Trust or a particular series of the Trust unless a prior demand regarding
such matter has been made on the Trustees and the Shareholders of the Trust
or such series.
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STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY
SECTION 5. Shares shall be deemed to be personal property giving only
the rights provided in this instrument. Every Shareholder by virtue of
having become a Shareholder shall be held to have expressly assented and
agreed to the terms hereof and to have become a party hereto. The death of a
Shareholder during the continuance of the Trust shall not operate to
terminate the same nor entitle the representative of any deceased Shareholder
to an accounting or to take any action in court or elsewhere against the
Trust or the Trustees, but only to the rights of said decedent under this
Trust. Ownership of Shares shall not entitle the Shareholder to any title in
or to the whole or any part of the Trust property or right to call for a
partition or division of the same or for an accounting, nor shall the
ownership of Shares constitute the Shareholders partners. Neither the Trust
nor the Trustees, nor any officer, employee or agent of the Trust, shall have
any power to bind personally any Shareholder, nor except as specifically
provided herein to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder may at any
time personally agree to pay.
ARTICLE V
THE TRUSTEES
ELECTION; REMOVAL
SECTION 1. The number of Trustees shall be fixed by the Trustees,
except that, subsequent to any sale of Shares pursuant to a public offering,
there shall be not less than three Trustees. Any vacancies occurring in the
Board of Trustees may be filled by the Trustees if, immediately after filling
any such vacancy, at least two-thirds of the Trustees then holding office
shall have been elected to such office by the Shareholders. In the event
that at any time less than a majority of the Trustees then holding office
were elected to such office by the Shareholders, the Trustees shall call a
meeting of Shareholders for the purpose of electing Trustees. Each Trustee
elected by the Shareholders or by the Trustees shall serve until the next
meeting of Shareholders called for the purpose of electing Trustees and until
the election and qualification of his or her successor, or until he or she
sooner dies, resigns or is removed. The initial Trustees, each of whom shall
serve until the first meeting of Shareholders at which Trustees are elected
and until his or her successor is elected and qualified, or until he or she
sooner dies, resigns or is removed, shall be Xxxxxxx X. Butt and such other
persons as the Trustee or Trustees then in office shall, prior to any sale of
Shares pursuant to a public offering, appoint. By vote of a majority of the
Trustees then in office, the Trustees may remove a Trustee with or without
cause. At any meeting called for the purpose, a Trustee may be removed, with
or without cause, by vote of the holders of two-thirds of the votes
represented by outstanding Shares.
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EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE
SECTION 2. The death, declination, resignation, retirement, removal or
incapacity of the Trustees, or any one of them, shall not operate to annul
the Trust or to revoke any existing agency created pursuant to the terms of
this Declaration of Trust.
POWERS
SECTION 3. Subject to the provisions of this Declaration of Trust, the
business of the Trust shall be managed by the Trustees, and they shall have
all powers necessary or convenient to carry out that responsibility. Without
limiting the foregoing, the Trustees may adopt Bylaws not inconsistent with
this Declaration of Trust providing for the conduct of the business of the
Trust and may amend and repeal them to the extent that such Bylaws do not
reserve that right of the Shareholders; they may fill vacancies in their
number, including vacancies resulting from increases in their number, and may
elect and remove such officers and appoint and terminate such agents as they
consider appropriate; they may appoint from their own number, and terminate,
any or more committees consisting of two or more Trustees, including an
executive committee which may, when the Trustees are not in session, exercise
some or all of the power and authority of the Trustees as the Trustees may
determine; they may appoint an advisory board, the members of which shall not
be Trustees and need not be Shareholders; they may employ one or more
custodians of the assets of the Trust and may authorize such custodians to
employ subcustodians and to deposit all or any part of such assets in a
system or systems, for the central handling of securities, retain a transfer
agent or a Shareholder services agent, or both, provide for the distribution
of Shares by the Trust, through one or more principal underwriters or
otherwise, retain an administrator to provide administration services, set
record dates for the determination of Shareholders with respect to various
matters, and in general delegate such authority as they consider desirable to
any officer of the Trust, to any committee of the Trustees and to any agent
or employee of the Trust or to any such custodian or underwriter.
Without limiting the foregoing, the Trustees shall have the power and
authority:
(a) To invest and reinvest in securities, options, futures
contracts, options on futures contracts and other property, and
to hold cash uninvested;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate, write
options on and lease any or all of the assets of the Trust;
(c) To vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property; and to execute
and deliver proxies or powers of attorney to such person or persons as
the Trustees shall deem proper, granting to such person or persons such
power and discretion with relation to securities or property as the
Trustees shall deem proper;
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(d) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities or other assets;
(e) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in the
name of the Trustees or of the Trust or in the name of the custodian,
subcustodian or other depository or a nominee or nominees or otherwise;
(f) Subject to the provisions of Article III, Section 3, to
allocate assets, liabilities and expenses of the Trust to a particular
series of Shares or to apportion the same among two or more series,
provided that any liabilities or expenses incurred by a particular
series of Shares shall be payable solely out of the assets of that
series; and to the extent necessary or appropriate to give effect to the
preferences and special or relative rights and privileges of any classes
of Shares, to allocate assets, liabilities, income and expenses of a
series to a particular class of Shares of that series or to apportion
the same among two or more classes of Shares of that series;
(g) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or issuer,
any security of which is or was held in the Trust; to consent to any
contract, lease, mortgage, purchase or sale of property by such
corporations or issuer, and to pay calls or subscriptions with respect
to any security held in the Trust;
(h) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, an in that connection
to deposit any security with, or transfer any security to, any such
committee, depositary, or trustee, and to delegate to them such power and
authority with relation to any security (whether or not so deposited or
transferred) as the Trustees shall deem proper, and to agree to pay, and
pay, such portion of the expenses and compensation of such committee,
depositary or trustee as the Trustees shall deem proper;
(i) To compromise, arbitrate or otherwise adjust claims in favor of
or against the Trust on any matter in controversy, including but not
limited to claims for taxes;
(j) To enter into joint ventures, general or limited partnerships
and any other combinations or associations;
(k) To borrow funds, securities or other assets;
(l) To endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and pledge
the Trust property or any part thereof to secure any of or all of such
obligations or obligations incurred pursuant to subparagraph (k) hereof;
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(m) To purchase and pay for entirely out of Trust property
such insurance as they may deem necessary or appropriate for the conduct
of the business, including, without limitations, insurance policies
insuring the assets of the Trust and payment of distributions and
principal on its portfolio investments, and insurance policies insuring
the Shareholders, Trustees, officers, employees, agents, investment
advisers or managers, principal underwriters or independent contractors
of the Trust individually against all claims and liabilities of every
nature arising by reason of holding, being or having held any such
office or position, or by reason of any action alleged to have been
taken or omitted by any such person as Shareholder, Trustee, officer,
employee, agent, investment adviser or manager, principal underwriter or
independent contractor, including any action taken or omitted that may
be determined to constitute negligence, whether or not the Trust would
have the power to indemnify such person against such liability; and
(n) To pay pensions for faithful service, as deemed appropriate by
the Trustees, and to adopt, establish and carry out pension, profit-
sharing, share bonus, share purchase, savings, thrift and other retirement,
incentive and benefit plans, trusts and provisions, including the
purchasing of life insurance and annuity contracts as a means of providing
such retirement and other benefits, for any and all of the Trustees,
officers, employees and agents of the Trust.
The Trustees shall not in any way be bound or limited by any present or
future law or custom in regard to investments by Trustees. Except as
otherwise provided herein or from time to time 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 the Trustees (a quorum being present), within or without
Massachusetts, including any meeting held by means of a conference telephone
or other communications equipment by means of which all persons participating
in the meeting can hear each other at the same time, and participation by
such means shall constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office.
PAYMENT OF EXPENSE BY TRUST
SECTION 4. The Trustees are authorized to pay or to cause to be paid
out of the principal or income of the Trust, or partly out of principal and
partly out of income, as they deem fair, all expenses, fees , charges, taxes
and liabilities incurred or arising in connection with the Trust, 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 or manager, principal
underwriter, auditor, counsel, custodian, transfer agent, Shareholder
services agent and such other agents or independent contractors, and such
other expenses and charges, as the Trustees may deem necessary or proper to
incur, PROVIDED, HOWEVER, that all expenses, fees, charges, taxes and
liabilities incurred or arising in connection with a particular series of
Shares, as determined by the Trustees, shall be payable solely out of the
assets of that series.
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OWNERSHIP OF ASSETS OF THE TRUST
SECTION 5. Title to all of the assets of each series of Shares and of the
Trust shall at all times be considered as vested in the Trustees.
ADVISORY, MANAGEMENT AND DISTRIBUTION
SECTION 6. Subject to a favorable Majority Shareholder Vote, the
Trustees may, at any time and from time to time, contract for exclusive or
nonexclusive advisory and/or management services with Integrity Management &
Research, Inc., a Florida corporation, or any other partnership, corporation,
trust, association or other organization (the "Adviser"), every such contract
to comply with such requirements and restrictions as be set forth in the
Bylaws; and any such contract may contain such other terms interpretive of or
in addition to said requirements and restrictions as the Trustees may
determine, including, without limitation, authority to determine from time to
time what investments shall be purchased, held, sold or exchanged and what
portion, if any, of the assets of the Trust shall be held uninvested, and to
make changes in the Trust's investments. The Trustees may also, at any time
and from time to time, contract with the Adviser or any other corporation,
trust, association or other organization, appointing it exclusive or
nonexclusive distributor or principal underwriter for the Shares, every such
contract to comply with such requirements and restrictions as may be set
forth in the Bylaws; and any such contract may contain such other terms
interpretive of or in addition to said requirements and restrictions as the
Trustees may determine.
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
corporation, trust, association or other organization, or of or for any
parent or affiliate of any organization, with which an advisory or
management contract, or principal underwriter's or distributor's contract,
or transfer, shareholders services or other agency contract may have been
or may hereafter be made, or that any organization, or any parent or
affiliate thereof, is a Shareholder or has an interest in the Trust, or
that
(ii) any corporation, trust, association or other organization with
which an advisory or management contract or principal underwriter's or
distributor's contract, or transfer, Shareholder services or other agency
contract may have been or may hereafter be made also has an advisory or
management contract, or principal underwriter's or distributor's contract,
or transfer, shareholders services or other agency contract with one or
more other corporations, trusts, associations or other organizations, or
has other business or interests
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shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing
the same or create any liability or accountability to the Trust or its
Shareholders.
ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
SECTION 1. The Shareholders shall have power to vote only (i) for the
election of Trustees as provided in Article IV, Section 1, (ii) with respect
to any Adviser as provided in Article IV, Section 6, (iii) with respect to
any termination of this Trust to the extent and as provided in Article IX,
Section 4, (iv) with respect to any amendment of this Declaration of Trust to
the extent and as provided in Article IX, Section 7 and (v) with respect to
such additional matters relating to the Trust as may be required by law, this
Declaration of Trust, the Bylaws or any registration of the Trust with the
Securities and Exchange Commission (or any successor agency) or any state, or
as the Trustees may consider necessary or desirable. Holders of Shares of
each series or class shall be entitled to one vote for each dollar (or a
proportionate fractional vote for each fraction of a dollar) of net asset
value per Share of each series or class for each Share held as to any matter
on which such Shares are entitled to vote. Notwithstanding any other
provision of this Declaration of Trust, on any matter submitted to a vote of
Shareholders, all Shares of the Trust then entitled to vote shall be voted in
the aggregate as a single class without regard to series or class except:
(1) when required by the 1940 Act or when the Trustees shall have determined
that the matter affects one or more series or classes materially differently,
Shares shall be voted by individual series or class; and (2) when the
Trustees have determined that the matter affects only the interests of one or
more series or classes, then only Shareholders of such series or classes
shall be entitled to vote thereon. There shall be no cumulative voting in
the election of Trustees.
Shares may be voted in person or by proxy. A proxy with respect to
Shares held in the name of two or more persons shall b valid if executed by
any one of them unless at or prior to exercise of the proxy the Trust
receives a specific written notice to the contrary from any one of them. A
proxy purporting to be executed by or on behalf of a Shareholder shall be
deemed valid unless challenged at or prior to its exercise and the burden of
proving invalidity shall rest on the challenger. At all meetings of
Shareholders, unless inspectors of election have been appointed, all
questions relating to the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by the chairman of
the meeting. Unless otherwise specified in the proxy, the proxy shall apply
to all Shares of each series of the Trust owned by the Shareholder.
Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required by law, this Declaration of
Trust or the Bylaws to be taken by Shareholders.
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VOTING POWERS AND MEETINGS
SECTION 2. Meetings of Shareholders of the Trust or of any series or
class may be called by the Trustees or such other person or persons as may be
specified in the Bylaws and held from time to time for the purpose of taking
action upon any matter requiring the vote or the authority of the
Shareholders of the Trust or any series or class as herein provided or upon
any other matter deemed by the Trustees to be necessary or desirable.
Meetings of Shareholders of the Trust or of any series or class shall be
called by the Trustees or such other person or persons as may be specified in
the Bylaws upon written application. The Shareholders shall be entitled to
at least seven days' written notice of any meeting of the Shareholders.
QUORUM AND REQUIRED VOTE
SECTION 3. Shares representing thirty percent of the votes entitled to
vote shall be a quorum for the transaction of business at a Shareholders'
meeting, except that where any provision of law or of the Declaration of
Trust permits or requires that holders of any series or class shall vote as a
series or class, then Shares representing thirty percent of the votes of that
series or class entitled to vote shall be necessary to constitute a quorum
for the transaction of business by that series or class. Any lesser number,
however, shall be sufficient for adjournments. Any adjourned session or
sessions may be held within a reasonable time after the date set for the
original meeting without the necessity of further notice. Except when a
larger vote is required by any provision of this Declaration of Trust or the
Bylaws, Shares representing a majority of the votes voted shall decide any
questions and a plurality shall elect a Trustee, provided that where any
provision of law or of this Declaration of Trust permits or requires that the
holders of any series or class shall vote as a series or class, then a
majority of the Shares of that series or class voted on the matter (or a
plurality with respect to the election of a Trustee) shall decide that matter
insofar as that series or class is concerned.
ACTION BY WRITTEN CONSENT
SECTION 4. Any action taken by Shareholders may be taken without a
meeting if a majority of Shareholders entitled to vote on the matter (or such
larger proportion thereof as shall be required by any express provision of
this Declaration of Trust or the Bylaws) consent to the action in writing and
such written consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as a vote at a
meeting of Shareholders.
ADDITIONAL PROVISIONS
SECTION 5. The Bylaws may include further provisions for Shareholder's
votes and meetings and related matters.
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ARTICLE VI
DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES,
AND DETERMINATION OF NET ASSET VALUE
DISTRIBUTIONS
SECTION 1. The Trustees may, but need not, each year distribute to the
Shareholders of each series or class such income and gains, accrued or
realized, as the Trustees may determine, after providing for actual and
accrued expenses and liabilities (including such reserves as the Trustees may
establish) determined in accordance with good accounting practices. The
Trustees shall have full discretion to determine which items shall be treated
as income and which items as capital and their determination shall be binding
upon the Shareholders. Distributions of each year's income of each series,
if any be made, may be made in one or more payments, which shall be in
Shares, in cash or otherwise and on a date or dates and as of a record date
or dates determined by the Trustees. At any time and from time to time in
their discretion, the Trustees may distribute to the Shareholders of any one
or more series or classes as of a record date or dates determined by the
Trustees, in Shares, in cash or otherwise, all or part of any gains realized
on the sale or disposition of property of the series or otherwise, or all or
part of any other principal of the Trust attributable to the series. In the
case of any series not divided into two or more classes of Shares, each
distribution pursuant to this Section 1 shall be made ratably according to
the number of Shares of the series held by the several Shareholders on the
applicable record date thereof, provided that no distribution need be made on
Shares purchased pursuant to orders received, or for which payment is made,
after such time or times as the Trustees may determine. In the case of any
series divided into two or more classes, each distribution pursuant to this
Section 1 may be made in whole or in such parts as the Trustees may determine
to the Shareholders of any one or more classes, and the distribution to the
Shareholders of any class shall be made ratably according to the number of
Shares of the class (but need not be made ratably according to the number of
Shares of the series, considered without regard to class) held by the several
Shareholders on the record date thereof, provided that no distribution need
be made on Shares purchased pursuant to orders received, or for which payment
is made, after such time or times as the Trustees may determine. Any such
distribution paid in Shares will be paid at the net asset value thereof as
determined in accordance with Section 7 of this Article VI.
REDEMPTIONS AND REPURCHASES
SECTION 2. Any holder of Shares of the Trust may by presentation of a
written request, together with his or her certificates, if any, for such
Shares, in proper form for transfer, at the office of the Trust or at a
principal office of a transfer agent appointed by the Trust, redeem his or
her Shares for the net asset value thereof determined and computed in
accordance with the provisions of this Section 2 and the provisions of
Section 7 of this Article VI.
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Upon receipt by the Trust or its transfer agent of such written request
for redemption of Shares, such Shares shall be redeemed at the net asset
value per share of the appropriate series next determined after such Shares
are tendered in proper order for transfer to the Trust or determined as of
such other time fixed by the Trustees as may be permitted or required by the
1940 Act, provided that no such tender shall be required in the case of
Shares for which a certificate or certificates have not been issued, and in
such case such Shares shall be redeemed at the net asset value per share of
the appropriate series next determined after such request has been received
in proper form or determined at such other time fixed by the Trustees as may
be permitted or required by the 0000 Xxx.
The obligation of the Trust to redeem its Shares of each series or class
as set forth above in this Section 2 shall be subject to the conditions that
during any time of emergency, as hereinafter defined, such obligation may be
suspended by the Trust by or under authority of the Trustees for such period
or periods during such time of emergency as shall be determined by or under
authority of the Trustees. If there is such a suspension, any Shareholder
may withdraw any demand for redemption and any tender for Shares which has
been received by the Trust during any such period and any tender of Shares,
the applicable net asset value of which would but for such suspension be
calculated as of a time during such period. Upon such withdrawal, the Trust
shall return to the Shareholder the certificates therefor, if any. For the
purposes of any such suspension, "time of emergency" shall mean, either with
respect to all Shares or any series of Shares, any period during which:
a. the New York Stock Exchange is closed other than for customary
weekend and holiday closings; or
b. the Trustees or authorized officers of the Trust shall have
determined, in compliance with any applicable rules and regulations of the
Securities and Exchange Commission, either that trading on the New York
Stock Exchange is restricted, or that an emergency exists as a result of
which (i) disposal by the Trust of securities owned by it is not reasonably
practicable or (ii) it is not reasonably practicable for the Trust fairly
to determine the current value of its net assets; or
c. the suspension or postponement of such obligations is permitted by
order of the Securities and Exchange Commission.
The Trust may also purchase, repurchase or redeem Shares in accordance
with such other methods, upon such other terms and subject to such other
conditions as the Trustees may from time to time authorize at a price not
exceeding the net asset value of such Shares in effect when the purchase or
repurchase or any contract to purchase or repurchase is made.
PAYMENT IN KIND
SECTION 3. Subject to any generally applicable limitation imposed by the
Trustees, any payment on redemption of Shares may if authorized by the Trustees,
be made wholly or partly in kind, instead of cash. Such payment in kind shall
be made by distributing securities or other
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property constituting, in the opinion of the Trustees, a fair representation
of the various types of securities and other property then held by the series
of Shares being redeemed (but not necessarily involving a portion of each of
the series' holdings) and taken at their value used in determining the net
asset value of the Shares in respect of which payment is made.
REDEMPTIONS AT THE OPTION OF THE TRUST
SECTION 4. The Trust shall have the right at its option and at any time
to redeem Shares of any Shareholder at the net asset value thereof as
determined in accordance with Section 7 of Article VI of this Declaration of
Trust: (i) if at such time such Shareholder owns fewer Shares than, or
Shares having an aggregate net asset value of less than, an amount determined
from time to time by the Trustees; or (ii) to the extent that such
Shareholder owns Shares of a particular series of Shares equal to or in
excess of a percentage of the outstanding Shares of that series (determined
without regard to class) determined from time to time by the Trustees; or
(iii) to the extent that such Shareholder owns Shares of the Trust
representing a percentage equal to or in excess of such percentage of the
aggregate number of outstanding Shares of the Trust or the aggregate net
asset value of the Trust determined from time to time by the Trustees.
DIVIDENDS, DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES
SECTION 5. No dividend or distribution (including, without limitation,
any distribution paid upon termination of the Trust or of any series) with
respect to, nor any redemption or repurchase of, the Shares of any series (or
of any class) shall be effected by the Trust other than from the assets of
such series (or of the series of which such class is a part).
ADDITIONAL PROVISIONS RELATING TO REDEMPTIONS AND REPURCHASES
SECTION 6. The completion of redemption of Shares shall constitute a
full discharge of the Trust and the Trustees with respect to such shares, and
the Trustees may require that any certificate or certificates issued by the
Trust to evidence the ownership of such Shares shall be surrendered to the
Trustees for cancellation or notation.
DETERMINATION OF NET ASSET VALUE
SECTION 7. The term "net asset value" of the Shares of each series or
class shall mean: (i) the value of all the assets of such series or class;
(ii) less the total liabilities of such series or class; (iii) divided by the
number of Shares of such series or class outstanding, in each case at the
time of each determination. The "number of Shares of such series or class
outstanding" for the purposes of such computation shall be exclusive of any
Shares of such series or class to be redeemed and not then redeemed as to
which the redemption price has been determined, but shall include Shares of
such series or class presented for repurchase and not then repurchased and
Shares of such series or class to be redeemed and not then redeemed as which
the redemption price has not been determined and Shares of such series or
class the sale of which has been
13
confirmed. Any fractions involved in the computation of net asset value per
share shall be adjusted to the nearer cent unless the Trustees shall
determine to adjust such fractions to a fraction of a cent.
The Trustees, or any officer or officers or agent of this Trust
designated for the purpose by the Trustees, shall determine the net asset
value of the Shares of each series or class, and the Trustees shall fix the
times as of which the net asset value of the Shares of each series or class
shall be determined and shall fix the periods during which any such net asset
value shall be effective as to sales, redemptions and repurchases of, and
other transactions in, the Shares of such series or class, except as such
times and periods for any such transaction may be fixed by other provisions
of this Declaration of Trust or by the Bylaws.
In valuing the portfolio investments of any series or class for
determination of net asset value per share of such series or class:
(a) Each security for which market quotations are readily available shall
be valued at current market value determined by methods specified by
the Board of Trustees;
(b) Each other security, including any security within (a) for which the
specified price does not appear to represent a dependable quotation
for such security as of the time of valuation, shall be valued at a
fair value as determined in good faith by the Trustees;
(c) Any cash on hand shall be valued at the face amount thereof;
(d) Any cash on deposit, accounts receivable, and cash dividends and
interest declared or accrued and not yet received, any prepaid
expenses, and any other current asset shall be valued at the face
amount thereof, unless the Trustees shall determine that any such
item is not worth its face amount, in which case such asset shall be
valued at a fair value determined in good faith by the Trustees; and
(e) Any other asset shall be valued at a fair value determined in good
faith by the Trustees.
Notwithstanding the foregoing, short-term debt obligations, commercial paper
and repurchase agreements may be, but need not be, valued on the basis of
quoted yields for securities of comparable maturity, quality and type, or on
the basis of amortized cost.
Liabilities of any series or class for accounts payable for investments
purchased and for Shares tendered for redemption and not then redeemed as to
which the redemption price has been determined shall be stated at the amounts
payable therefor. In determining the net asset value of any series or class,
the person or persons making such determination on behalf of the Trust may
include in liabilities such reserves, estimated accrued expenses and
contingencies as such person
14
or persons may in its, his or their best judgment deem fair and reasonable
under the circumstances. Any income dividends and gain distributions payable
by the Trust shall be deducted as of such time or times on record date
therefor as the Trustees shall determine.
The manner of determining the net assets of any series or class or of
determining the net asset value of the Shares of any series or class may from
time to time be altered as necessary or desirable in the judgment of the
Trustees to conform to any other method prescribe or permitted by any
applicable law or regulation.
Determinations under this Section 7 made in good faith and in accordance
with the provisions of the 1940 Act shall be binding on all parties concerned.
ARTICLE VII
COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES
COMPENSATION
SECTION 1. 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, legal, accounting, investment banking or other services
and payment for the same by the Trust.
LIMITATION OF LIABILITY
SECTION 2. The Trustees shall not be responsible or liable in any event
for any neglect or wrongdoing of any officer, agent , employee, adviser or
principal underwriter of the Trust, nor shall any Trustee be responsible for
the act or omission of any other Trustee, but nothing herein contained shall
protect any Trustee against any liability to which he or she 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.
Every note, bond, contract, instrument, certificate, Share or
undertaking and every other act or thing whatsoever executed or done by or on
behalf of the Trust or the Trustees or any of them in connection with the
Trust shall be conclusively deemed to have been executed or done only in or
with respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.
15
ARTICLE VIII
INDEMNIFICATION
TRUSTEES, OFFICERS, ETC.
SECTION 1. The Trust shall indemnify each person who is or has been a
Trustee or officer (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust
has any interest as a shareholder, creditor or otherwise) (hereinafter
referred to as a "Covered Person") against all liabilities and expenses,
including but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees and expenses
reasonably incurred by any Covered Person in connection with the defense or
disposition of any action, suit or other proceeding, whether civil, criminal,
administrative or investigative, and any appeal therefrom, before any court
or administrative or legislative body, in which such Covered Person may be or
may have been involved as a party or otherwise or with which such person may
be or may have been threatened, while in office or thereafter, by reason of
being or having been such a Covered Person, except that no Covered Person
shall be indemnified against any liability to the Trust or its Shareholders
to which such Covered Person would otherwise by subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office.
Expenses, including counsel fees and expenses so incurred by any such
Covered Person (but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), may be paid from time to time by the
Trust in advance of the final disposition of any such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such Covered
Person to repay amounts so paid to the Trust if it is ultimately determined
that indemnification of such expenses is not authorized under this Article,
PROVIDED THAT (a) such Covered Person shall provide security for his
undertaking, (b) the Trust shall be insured against losses arising by reason
of such Covered Person's failure to fulfill his undertaking or (c) a majority
of the Trustees who are disinterested persons and who are not Interested
Persons (provided that a majority of such Trustees then in office act on the
matter), or independent legal counsel in a written opinion, shall determine,
based on a review of readily available facts (but not a full trial-type
inquiry), that there is reason to believe such Covered Person ultimately will
be entitled to indemnification.
COMPROMISE PAYMENT
SECTION 2. As to any matter disposed of (whether by a compromise payment,
pursuant to a consent decree or otherwise) without an adjudication in a decision
on the merits by a court, or by any other body before which the proceeding was
brought, that such Covered Person is liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such Covered Person's office,
indemnification shall be provided if (a) approved as in the best interest of the
Trust, after notice that it involves such indemnification, by at least a
majority of the Trustees who are disinterested persons and are not Interested
Persons (provided that a majority of such Trustees then in office
16
act on the matter), upon a determination, based upon a review of readily
available facts (but not a full trial-type inquiry) that such Covered Person
is not liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office, or (b) there has
been obtained an opinion in writing of independent legal counsel, based upon
a review of readily available facts (but not a full-trial type inquiry) to
the effect that such indemnification would not protect such Covered Person
against any liability to the Trust to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
Any approval pursuant to this Section shall not prevent the recovery
from any Covered Person of any amount paid to such Covered Person in
accordance with this Section as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction to have been
liable to the Trust or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office.
INDEMNIFICATION NOT EXCLUSIVE; DEFINITIONS
SECTION 3. The right of indemnification hereby provided shall not be
exclusive of or affect any other rights to which any such Covered Person may
be entitled. As used in this Article VIII, the term "Covered Person" shall
include such person's heirs, executors and administrators, and a
"disinterested person" is a person against whom none of the actions, suits or
other proceedings in question or another action, suit or other proceeding on
the same or similar grounds is then or has been pending. Nothing contained
in this article shall affect any rights to indemnification to which personnel
of the Trust, other than Trustees and officers, and other persons may be
entitled by contract or otherwise under law, nor the power of the Trust to
purchase and maintain liability insurance on behalf of such persons.
SHAREHOLDERS
SECTION 4. In case any Shareholder or former Shareholder shall be held
to be personally liable solely by reason of his or her being or having been a
Shareholder and not because of his or her acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his or her heirs,
executors, administrators or other legal representatives or, in the case of a
corporation or other entity, its corporate or other general successor) shall
be entitled to be held harmless from and indemnified against all loss and
expense arising form such liability, but only out of the assets of the
particular series of Shares of which he or she is or was a Shareholder.
17
ARTICLE IX
MISCELLANEOUS
TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE
SECTION 1. All persons extending credit to, contracting with or having
any claim against the Trust or a particular series of Shares shall look only
to the assets of the Trust or the assets of that particular series of Shares
for payment under such credit, contract or claim; and neither the
Shareholders nor the Trustees, nor any of the Trust's officers, employees or
agents, whether past, present or future, shall be personally liable therefor.
Nothing in this Declaration of Trust shall protect any Trustee against any
liability to which such 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 the office of Trustee.
Every note, bond, contract, instrument, certificate or undertaking made
or issued by the Trustees or by any officers or officer shall give notice
that this Declaration of Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and shall recite that the same was executed or
made by or on behalf of the Trust or by them as Trustees or Trustee or as
officers or officer and not individually and that the obligations of such
instrument are not binding upon any of them or the Shareholders individually
but are binding only upon the assets and property of the Trust, and may
contain such further recital as he or she or they may deem appropriate, but
the omission thereof shall not operate to bind any Trustees or Trustee or
officers or officer or Shareholders or Shareholder individually.
TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY
SECTION 2. The exercise by the Trustees of their powers and discretions
hereunder shall be binding upon everyone interested. A Trustee shall be
liable for his or her own willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the office of
Trustee, and for nothing else, and 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 Declaration of
Trust, and 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
required.
LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES
SECTION 3. No person dealing with the Trustees shall be bound to make any
inquiry concerning the validity of any transaction made or to be made by the
Trustees or to see to the application of any payments made or property
transferred to the Trust or upon its order.
18
DURATION AND TERMINATION OF THE TRUST
SECTION 4. Unless terminated as provided herein, the Trust shall
continue without limitation of time. The Trust may be terminated at any time
by vote of the holders of a majority of the votes represented by outstanding
Shares of each series entitled to vote or by the Trustees by written notice
to the Shareholders. Any series of Shares may be terminated at any time by
vote of the holders of a majority of the votes represented by outstanding
Shares of such series entitled to vote or by the Trustees by written notice
to the Shareholders of such series.
Upon termination of the Trust or of any one or more series of Shares,
after paying or otherwise providing for all charges, taxes, expenses and
liabilities, whether due or accrued or anticipated as may be determined by
the Trustees, the Trust shall in accordance with such procedures as the
Trustees consider appropriate reduce the remaining assets to distributable
form in cash or shares or other securities, or any combination thereof, and
distribute the proceeds to the Shareholders of the series involved, ratably
according to the number of Shares of such series held by several Shareholders
of such series on the date of termination, except to the extent otherwise
required or permitted by the preferences and special or relative rights and
privileges or any classes of Shares of that series, provided that any
distribution to the Shareholders of a particular class of Shares shall be
made to such Shareholders pro rata in proportion to the number of Shares of
such class held by each of them.
FILING OF COPIES, REFERENCES, HEADINGS
SECTION 5. The original or a copy of this instrument and of each
amendment hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument and of each
amendment hereto shall be filed by the Trust with the Secretary of State of
The Commonwealth of Massachusetts and with the Clerk of the City of
Worcester, as well as any other governmental office where such filing may
from time to time be required. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not any such
amendments have been made and as to any matters in connection with the Trust
hereunder; and, with the same effect as if it were the original, may rely on
a copy certified by an officer of the Trust to be a copy of this instrument
or any such amendments. In this instrument and in any such amendment,
references to this instrument, and all expressions such as "herein," "hereof"
and "hereunder," shall be deemed to refer to this instrument as amended or
affected by any such amendments. Headings are placed herein for convenience
of reference only and shall not be taken as a part hereof or control or
affect the meaning, construction or effect of this instrument. This
instrument may be executed in any number or counterparts, each of which shall
be deemed an original.
APPLICABLE LAW
SECTION 6. This Declaration of Trust is made in The Commonwealth of
Massachusetts, and it is created under and is to be governed by and construed
and administered according to the
19
laws of said Commonwealth. The Trust shall be of the type commonly called a
Massachusetts business trust, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by such a trust.
AMENDMENTS
SECTION 7. This Declaration of Trust may be amended at any time by an
instrument in writing signed by a majority of the then Trustees when
authorized so to do by a vote of the holders of a majority of the votes
represented by outstanding Shares entitled to vote, except that an amendment
which shall affect the holders of one or more series or classes of Shares but
not the holders of all outstanding series and classes shall be authorized by
vote of the holders of a majority of the votes represented by outstanding
Shares entitled to vote of each series and class affected and no vote of
Shareholders of a series or class not affected shall be required. Amendments
having the purpose of changing the name of the Trust or of supplying any
omission, curing any ambiguity or curing, correcting or supplementing any
defective or inconsistent provision contained herein shall not require
authorization by Shareholder vote.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand in the
City of Worcester, Massachusetts for himself and his assigns, as of this 29th
day of January, 1993.
/s/ Xxxxxxx X. Butt
------------------------------------------
Xxxxxxx X. Butt as Trustee and not
individually
THE COMMONWEALTH OF MASSACHUSETTS
Worcester ss. January 29, 1993
Then personally appeared the above-named Trustee and acknowledged the
foregoing instrument to be his free act and deed, before me,
/s/ Xxxxx Xxxxx
------------------------------------------
Notary Public Xxxxx Xxxxx
My commission expires: July 29, 1999
(Notary's Seal)
20
THE VALIANT FUND
WRITTEN INSTRUMENT AMENDING AGREEMENT AND DECLARATION OF TRUST
The undersigned, being at least a majority of the Trustees of The Valiant
Fund, a Massachusetts business trust organized pursuant to an Agreement and
Declaration of Trust (the "Declaration") dated January 29, 1993, do hereby
amend Article IV, Section 3 of the Declaration striking out the last
paragraph of said Section 3 in its entirety and inserting in lieu thereof the
following:
The Trustees shall not in any way be bound or limited by any present or
future law or custom in regard to investments by Trustees. Except as
otherwise provided herein or from time to time 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 the Trustees (a quorum being present), within or without
Massachusetts, including any meeting held by means of a conference telephone
or other communications equipment by means of which all persons participating
in the meeting can hear each other at the same time, and participation by
such means shall constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office. The Trustees may not
use a meeting held by means of a conference telephone or other communications
equipment or written consents as described in the preceding sentence to
approve any agreement with an investment adviser or principal underwriter or
a distribution plan adopted pursuant to Rule 12b-1 of the 1940 Act.
This instrument may be executed in several counterparts, each of which shall
be deemed an original, but all taken together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have this 16th day of July, 1993, signed
these presents.
/s/ Xxxxxxx X. Xxxxxx
------------------------------ ------------------------------
Xxxxxxx X. Xxxxxx, Trustee Xxxxxxx X. Xxxxxx, Trustee
340 Sorrento Ranches Dr. 000 Xxxxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
------------------------------ ------------------------------
Xxxxxxx X. Xxxxx, Trustee X. Xxxxxx Day, Jr., Trustee
0 Xxxxxxx Xxxx 00 Xxxxx Xxxxxx
Xxxxxxxxx Xxxxx, XX 00000 Xxxxxxxxx Xxxxx, Xxxxx 00000
------------------------------
Xxxxx X. Xxxxx, Trustee
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
THE VALIANT FUND
WRITTEN INSTRUMENT AMENDING AGREEMENT AND DECLARATION OF TRUST
The undersigned, being at least a majority of the Trustees of The Valiant
Fund, a Massachusetts business trust organized pursuant to an Agreement and
Declaration of Trust (the "Declaration") dated January 29, 1993, do hereby
amend Article IV, Section 3 of the Declaration striking out the last
paragraph of said Section 3 in its entirety and inserting in lieu thereof the
following:
The Trustees shall not in any way be bound or limited by any present or
future law or custom in regard to investments by Trustees. Except as
otherwise provided herein or from time to time 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 the Trustees (a quorum being present), within or without
Massachusetts, including any meeting held by means of a conference telephone
or other communications equipment by means of which all persons participating
in the meeting can hear each other at the same time, and participation by
such means shall constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office. The Trustees may not
use a meeting held by means of a conference telephone or other communications
equipment or written consents as described in the preceding sentence to
approve any agreement with an investment adviser or principal underwriter or
a distribution plan adopted pursuant to Rule 12b-1 of the 1940 Act.
This instrument may be executed in several counterparts, each of which shall
be deemed an original, but all taken together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have this 16th day of July, 1993, signed
these presents.
/s/ Xxxxxxx X. Xxxxxx
------------------------------ ------------------------------
Xxxxxxx X. Xxxxxx, Trustee Xxxxxxx X. Xxxxxx, Trustee
340 Sorrento Ranches Dr. 000 Xxxxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
------------------------------ ------------------------------
Xxxxxxx X. Xxxxx, Trustee X. Xxxxxx Day, Jr., Trustee
0 Xxxxxxx Xxxx 00 Xxxxx Xxxxxx
Xxxxxxxxx Xxxxx, XX 00000 Xxxxxxxxx Xxxxx, Xxxxx 00000
------------------------------
Xxxxx X. Xxxxx, Trustee
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
THE VALIANT FUND
WRITTEN INSTRUMENT AMENDING AGREEMENT AND DECLARATION OF TRUST
The undersigned, being at least a majority of the Trustees of The Valiant
Fund, a Massachusetts business trust organized pursuant to an Agreement and
Declaration of Trust (the "Declaration") dated January 29, 1993, do hereby
amend Article IV, Section 3 of the Declaration striking out the last
paragraph of said Section 3 in its entirety and inserting in lieu thereof the
following:
The Trustees shall not in any way be bound or limited by any present or
future law or custom in regard to investments by Trustees. Except as
otherwise provided herein or from time to time 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 the Trustees (a quorum being present), within or without
Massachusetts, including any meeting held by means of a conference telephone
or other communications equipment by means of which all persons participating
in the meeting can hear each other at the same time, and participation by
such means shall constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office. The Trustees may not
use a meeting held by means of a conference telephone or other communications
equipment or written consents as described in the preceding sentence to
approve any agreement with an investment adviser or principal underwriter or
a distribution plan adopted pursuant to Rule 12b-1 of the 1940 Act.
This instrument may be executed in several counterparts, each of which shall
be deemed an original, but all taken together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have this 16th day of July, 1993, signed
these presents.
------------------------------ ------------------------------
Xxxxxxx X. Xxxxxx, Trustee Xxxxxxx X. Xxxxxx, Trustee
340 Sorrento Ranches Dr. 000 Xxxxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
/s/ Xxxxxxx X. Xxxxx
------------------------------ ------------------------------
Xxxxxxx X. Xxxxx, Trustee X. Xxxxxx Day, Jr., Trustee
0 Xxxxxxx Xxxx 00 Xxxxx Xxxxxx
Xxxxxxxxx Xxxxx, XX 00000 Xxxxxxxxx Xxxxx, Xxxxx 00000
------------------------------
Xxxxx X. Xxxxx, Trustee
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
THE VALIANT FUND
WRITTEN INSTRUMENT AMENDING AGREEMENT AND DECLARATION OF TRUST
The undersigned, being at least a majority of the Trustees of The Valiant
Fund, a Massachusetts business trust organized pursuant to an Agreement and
Declaration of Trust (the "Declaration") dated January 29, 1993, do hereby
amend Article IV, Section 3 of the Declaration striking out the last
paragraph of said Section 3 in its entirety and inserting in lieu thereof the
following:
The Trustees shall not in any way be bound or limited by any present or
future law or custom in regard to investments by Trustees. Except as
otherwise provided herein or from time to time 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 the Trustees (a quorum being present), within or without
Massachusetts, including any meeting held by means of a conference telephone
or other communications equipment by means of which all persons participating
in the meeting can hear each other at the same time, and participation by
such means shall constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office. The Trustees may not
use a meeting held by means of a conference telephone or other communications
equipment or written consents as described in the preceding sentence to
approve any agreement with an investment adviser or principal underwriter or
a distribution plan adopted pursuant to Rule 12b-1 of the 1940 Act.
This instrument may be executed in several counterparts, each of which shall
be deemed an original, but all taken together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have this 16th day of July, 1993, signed
these presents.
------------------------------ ------------------------------
Xxxxxxx X. Xxxxxx, Trustee Xxxxxxx X. Xxxxxx, Trustee
340 Sorrento Ranches Dr. 000 Xxxxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
/s/ X. Xxxxxx Day, Jr.
------------------------------ ------------------------------
Xxxxxxx X. Xxxxx, Trustee X. Xxxxxx Day, Jr., Trustee
0 Xxxxxxx Xxxx 00 Xxxxx Xxxxxx
Xxxxxxxxx Xxxxx, XX 00000 Xxxxxxxxx Xxxxx, Xxxxx 00000
------------------------------
Xxxxx X. Xxxxx, Trustee
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
THE VALIANT FUND
WRITTEN INSTRUMENT AMENDING AGREEMENT AND DECLARATION OF TRUST
The undersigned, being at least a majority of the Trustees of The Valiant
Fund, a Massachusetts business trust organized pursuant to an Agreement and
Declaration of Trust (the "Declaration") dated January 29, 1993, do hereby
amend Article IV, Section 3 of the Declaration striking out the last
paragraph of said Section 3 in its entirety and inserting in lieu thereof the
following:
The Trustees shall not in any way be bound or limited by any present or
future law or custom in regard to investments by Trustees. Except as
otherwise provided herein or from time to time 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 the Trustees (a quorum being present), within or without
Massachusetts, including any meeting held by means of a conference telephone
or other communications equipment by means of which all persons participating
in the meeting can hear each other at the same time, and participation by
such means shall constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office. The Trustees may not
use a meeting held by means of a conference telephone or other communications
equipment or written consents as described in the preceding sentence to
approve any agreement with an investment adviser or principal underwriter or
a distribution plan adopted pursuant to Rule 12b-1 of the 1940 Act.
This instrument may be executed in several counterparts, each of which shall
be deemed an original, but all taken together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have this 16th day of July, 1993, signed
these presents.
------------------------------ ------------------------------
Xxxxxxx X. Xxxxxx, Trustee Xxxxxxx X. Xxxxxx, Trustee
340 Sorrento Ranches Dr. 000 Xxxxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
------------------------------ ------------------------------
Xxxxxxx X. Xxxxx, Trustee X. Xxxxxx Day, Jr., Trustee
0 Xxxxxxx Xxxx 00 Xxxxx Xxxxxx
Xxxxxxxxx Xxxxx, XX 00000 Xxxxxxxxx Xxxxx, Xxxxx 00000
/s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx, Trustee
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
