AGREEMENT AND DECLARATION OF TRUST
of
SIFE TRUST FUND
a Delaware Business Trust
WHEREAS, THIS AGREEMENT AND DECLARATION OF TRUST is made and entered
into as of the date set forth below by the sole Trustee (the "Sole Trustee")
named hereunder for the purpose of forming a Delaware business trust in
accordance with the provisions hereinafter set forth,
NOW, THEREFORE, the Sole Trustee hereby directs that a Certificate of
Trust, in the form attached hereto as Exhibit A, be filed with Office of the
Secretary of State of the State of Delaware.
ARTICLE I
Definitions
Whenever used herein, unless otherwise required by the context or
specifically provided, the following terms shall have the following meanings:
(a) "By-Laws" shall mean the By-Laws of the Trust Fund as amended from
time to time and incorporated herein by reference.
(b) "Class" means a Class of Shares established and designated under or in
accordance with the provisions of Article III.
(c) "Declaration of Trust" means this Agreement and Declaration of Trust,
as it may be amended from time to time.
(d) "Investment Adviser" means a party furnishing services to the Trust
Fund pursuant to any contract described in Article IV, Section 7(a)
hereof.
(e) "Investment Company Act" refers to the Investment Company Act of 1940
and the Rules and Regulations thereunder, all as amended from time to
time, and the terms "Commission," "Interested Person" and "Principal
Underwriter" shall have the meanings given them in the Investment
Company Act.
(f) "Series" refers to each Series of Shares established and designated
under or in accordance with the provisions of Article III.
(g) "Shareholder" means a record owner of outstanding Shares, and
"Shareholders" shall mean the record owners of all Shares of the Trust
Fund, a particular Series or a specific Class of Shares, in each case
as the context shall require.
(h) "Shares" means the shares of beneficial interest into which the
beneficial interest in the Trust shall be divided from time to time,
and includes fractional, as well as whole, shares, and if the Shares
of any Series shall be divided into Classes, "Shares" shall mean the
Shares belonging to a particular Class (as the context may require)
(i) "Trust Fund" refers to the SIFE Trust Fund, a Delaware business trust
established pursuant to this Declaration of Trust, as it may be
amended and restated from time to time hereafter.
(j) "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 Fund.
(k) "Trustees" shall mean each of (i) the Sole Trustee named below, for
so longs he shall continue in office in accordance with the terms and
conditions of this Declaration of Trust, (ii) the Board of Trustees of
the Trust Fund, and each of them so long as they shall continue in
office, and (iii) all other persons who may from time to time be duly
elected or appointed to serve on the Board of Trustees, and reference
herein to a "Trustee" or "the Trustees" shall refer to such persons in
their capacity as Trustees hereunder.
(l) "Voting Interests" shall mean (i) the number of Shares outstanding
times net asset value per unit where two or more Series or Classes of
Shares of the Trust Fund are voted in the aggregate or (ii) the number
of Shares of each Series or Class where Shareholders vote by separate
Series or Classes.
ARTICLE II
Organization
SECTION 1. NAME. This trust shall be known as "SIFE Trust Fund,"
and the Board of Trustees of SIFE Trust Fund shall conduct the business of
the Trust Fund under that name or any other name as may from time to time be
determined.
SECTION 2. PURPOSE. The purpose of the Trust Fund is to conduct,
operate and carry on the business of an open-ended management investment
company registered pursuant to the relevant provisions of the Investment
Company Act through one or more Series investing primarily in securities.
The Trustees will hold IN TRUST all cash, securities and other assets which
the Trust Fund now possesses or may hereafter acquire from time to time in
any manner and manage and dispose of the same upon the following terms and
conditions for the pro rata benefit of the holders of Shares in this Trust
Fund.
SECTION 3. OFFICE. The office of the Trust Fund shall be at 000
Xxxxx Xxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxxxxxx, or at such other address as the
Trustees may designate by notice to the Shareholders.
2
ARTICLE III
Shares
SECTION 1. DIVISION OF BENEFICIAL INTEREST. The beneficial interest
in the Trust Fund shall at all times be divided into an unlimited number of
Shares, with no par value. The Board of Trustees may authorize the division
of Shares into separate Series and the division of Series into separate
Classes of Shares. Different Series and Classes shall be authorized,
established and designated, and the variations in the relative rights and
preferences as between different Series and Classes shall be fixed and
determined, by the Board of Trustees without any action required to be taken
by the Shareholders.
Subject to the provisions of Section 6 of this Article III, each Share
shall have voting rights as provided in Article V hereof, and holders of
Shares of any Series shall be entitled to receive dividends and distributions
when, if and as declared with respect thereto in the manner provided in
Article VI, Section 1 hereof. All dividends and distributions shall be made
ratably among all Shareholders of a particular Class of a particular Series
or, if a particular Series is not divided into Classes, among all
Shareholders of such Series, from the assets held with respect to such Series
or Class according to the number of Shares of such Series or Class held of
record by such Shareholders on the record date for any dividend or
distribution or on the date of termination of such Series or Class, as the
case may be. Shareholders shall have no preemptive or other right to
subscribe for any additional Shares or other securities which may be issued
by the Trust Fund or any Series or Class thereof, although the Trustees may
provide for the automatic conversion of one Class of Shares of a Series into
another Class of Shares of the same Series upon the occurrence of certain
specific events. The Trustees may from time to time divide or combine the
Shares of any particular Series or Class into a greater or lesser number of
Shares of that Series or Class without thereby materially changing the
proportionate beneficial interest of the Shares of that Series or Class in
the assets held with respect to that Series or Class or materially affecting
the rights of the Shares of any other Series or Class.
SECTION 2. OWNERSHIP OF SHARES. No certificates certifying the
ownership of Shares shall be issued except as the Trustees may otherwise
determine from time to time. The ownership of Shares shall be recorded on
the books of the Trust Fund or a transfer or similar agent for the Trust
Fund, which books shall be maintained separately for the Shares of each
Series or Class.
The Trustees may make such rules as they consider appropriate for the
transfer of Shares of each Series or Class and similar matters. The record
books of the Trust Fund as kept by the Trust Fund or any transfer or similar
agent, as the case may be, shall be conclusive as to the identity of the
Shareholders of each Series or Class and as to the number of Shares of each
Series or Class held from time to time by each Shareholder.
3
SECTION 3. INVESTMENTS IN THE TRUST FUND. Investments may be accepted
by the Trust Fund from such persons, at such times, on such terms, and for
such consideration as the Trustees from time to time may authorize.
SECTION 4. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY.
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 existence of the Trust Fund shall not operate to terminate the Trust
Fund, nor entitle the representative of any deceased Shareholder to an
accounting or to take any action in court or elsewhere against the Trust
Fund, the Board of Trustees or any individual Trustee, but entitles such
representative only to the rights of a deceased Shareholder under this
Declaration of Trust. Ownership of Shares shall not entitle a Shareholder to
any title in or to the whole or any part of the Trust Property or any right
to call for a partition or division of the same or for an accounting, nor
shall the ownership of Shares constitute the Shareholders as partners.
Neither the Trust Fund nor the Board of Trustees, nor any individual Trustee,
officer, employee or agent of the Trust Fund, 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.
SECTION 5. POWER OF BOARD OF TRUSTEES TO CHANGE PROVISIONS RELATING
TO SHARES. Notwithstanding any other provision of this Declaration of Trust
and without limiting the amendatory power of the Board of Trustees, the
Trustees shall have the power to amend this Declaration of Trust, at any time
and from time to time, in such manner as the Board of Trustees may determine
in their sole discretion, without the need for Shareholder action, so as to
add to, delete, replace or otherwise modify any provision contained in this
Declaration of Trust relating to the Shares, provided that before adopting
any such amendment without Shareholder approval the Board of Trustees shall
determine that it is consistent with the fair and equitable treatment of all
Shareholders or that Shareholder approval is not otherwise required by the
Investment Company Act or other applicable law. If Shares have been issued,
Shareholder approval shall be required to adopt any amendments to this
Declaration of Trust that would adversely affect to a material degree the
rights and preferences of the Shares of any Series or Class of any Series or
to increase or decrease the par value of the Shares of any Series or Class of
any Series.
Subject to the foregoing Paragraph, the Board of Trustees may amend
this Declaration of Trust to amend any of the provisions set forth in
paragraphs (a) through (i) of Section 6 of this Article III.
SECTION 6. ESTABLISHMENT AND DESIGNATION OF SERIES AND CLASSES. The
establishment and designation of any Series or Class of Shares shall be
effective upon the adoption by a majority of the Board of Trustees of a
resolution that sets forth such
4
establishment and designation and the relative rights and preferences of such
Series or Class. Each such resolution shall be incorporated herein by
reference upon such adoption.
Shares of each Series or Class established pursuant to this Section 6,
unless otherwise provided in the resolution establishing such Series, shall
have the following relative rights and preferences:
(a) ASSETS HELD WITH RESPECT TO A PARTICULAR SERIES. All consideration
received by the Trust Fund for the issuance or sale of Shares of a particular
Series, together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof from whatever
source derived, including, without limitation, any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same may
be, shall irrevocably be held with respect to that Series for all purposes,
subject only to the rights of creditors respecting such Series, and shall be
so recorded upon the books of account of the Trust Fund. Such consideration,
assets, income, earnings, profits and proceeds thereof, from whatever source
derived, including, without limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds, in whatever form the same may be, are
herein referred to as "assets held with respect to" that Series. In the
event that there are any assets, income, earnings, profits and proceeds
thereof, funds or payments which are not readily identifiable as assets held
with respect to any particular Series (collectively "General Assets"), the
Trustees shall allocate such General Assets to, between or among any one or
more of the Series in such manner and on such basis as the Trustees, in
their sole discretion, shall deem fair and equitable, and any General Asset
so allocated to a particular Series shall be held with respect to that
Series. Each such allocation by the Trustees shall be conclusive and binding
upon the Shareholders and creditors of all Series for all purposes.
(b) LIABILITIES HELD WITH RESPECT TO A PARTICULAR SERIES OR CLASS. The
assets of the Trust Fund held with respect to each particular Series shall be
charged with all liabilities, expenses, costs, charges and reserves
attributable to that Series. Specific Classes within each Series shall be
charged with the liabilities, expenses, costs, charges and reserves
attributable to that Class. Any general liabilities of the Trust Fund which
are not readily identifiable as being held with respect to any particular
Series or, within a Series, to any particular Class shall be allocated and
charged by the Trustees to and among any one or more of the Series or
Classes in such manner and on such basis as the Trustees in their sole
discretion shall deem fair and equitable. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees shall be conclusive and
binding upon the Shareholders and creditors of all Series and Classes for all
purposes. All persons who have extended credit, or who have a claim or
contract, which has been allocated to any particular Series, shall look, and
shall be required by contract to look exclusively, to the assets of that
particular Series for payment of such credit, claim, or contract. In the
absence of an express contractual agreement so limiting the claims of
5
such creditors, claimants and contract providers, each creditor, claimant and
contract provider will be deemed nevertheless to have impliedly agreed to
such limitation unless an express provision to the contrary has been
incorporated in the written contract or other document establishing the
claimant relationship.
(c) DIVIDENDS, DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES.
Notwithstanding any other provision of this Declaration of Trust, including,
without limitation, Article VI, no dividend or distribution including,
without limitation, any distribution paid upon termination of the Trust Fund
or of any Series or Class with respect to, nor any redemption or repurchase
of, the Shares of any Series or Class shall be effected by the Trust Fund
other than from the assets held with respect to such Series or Class, nor,
except as specifically provided in Section 7 of this Article III, shall any
Shareholder of any particular Series or Class otherwise have any right or
claim against the assets held with respect to any other Series or Class
except to the extent that such Shareholder has such a right or claim
hereunder as a Shareholder of such other Series or Class. The Trustees shall
have full discretion, to the extent not inconsistent with the Investment
Company Act, to determine which items shall be treated as income and which
items as capital, and each such determination and allocation shall be
conclusive and binding upon the Shareholders.
(d) VOTING. All Shares of the Trust Fund entitled to vote on a matter
shall vote separately by Series (and, if applicable, by Class), that is, the
Shareholders of each Series or Class shall have the right to vote on any
matter set forth in Article V, Section 2 hereof, as if each respective Series
or Class were a separate company. There are, however, two exceptions to
voting by separate Series or Classes: (1) if the Investment Company Act
requires all Shares of the Trust Fund to be voted in the aggregate without
differentiation between separate Series or Classes, then all of the Trust
Fund's Shares shall be entitled to vote based on the dollar value of their
Shares as described below in Article V, Section 1; and (2) if any matter
affects only the interests of some but not all Series or Classes, then only
the Shareholders of such affected Series or Classes shall be entitled to vote
on the matter.
(e) EQUALITY. All Shares of each particular Series shall represent an
equal proportionate interest in the assets held with respect to that Series
(subject to the liabilities held with respect to particular Classes within
that Series and such rights and preferences as may have been established and
designated with respect to Classes of Shares within such Series), and, except
for rights and preferences among Classes, each Share of any particular Series
shall be equal to each other Share of that Series.
(f) FRACTIONS. Any fractional Share of a Series or Class shall carry
proportionately all the rights and obligations of a whole Share of that
Series or Class, including rights with respect to voting, receipt of
dividends and distributions, redemption of Shares and termination of the
Trust Fund.
6
(g) EXCHANGE PRIVILEGE. The Trustees shall have the authority to
provide that the holders of Shares of any Series or Class shall have the
right to exchange their Shares for Shares of one or more other Series or
Class in accordance with such requirements and procedures as may be
established by the Trustees.
(h) COMBINATION OF SERIES. The Trustees shall have the authority,
without the approval of the Shareholders of any Series unless otherwise
required by applicable law, to combine the assets and liabilities held with
respect to any two or more Series or Classes into assets and liabilities held
with respect to a single Series or Class.
(i) ELIMINATION OF SERIES. If, at any time, there are no Shares
outstanding of any particular Series or Class previously established and
designated, the Trustees may by resolution abolish that Series or Class and
rescind the establishment and designation thereof.
SECTION 7. INDEMNIFICATION OF SHAREHOLDERS. If any Shareholder or
former Shareholder shall be exposed to liability by reason of a claim or
demand relating to his or her being or having been a Shareholder, and not
because of his or her acts or omissions, 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 out of the assets of the applicable Series of the Trust
against all loss and expense arising from such claim or demand.
ARTICLE IV
The Board of Trustees
SECTION 1. NUMBER, ELECTION AND TENURE. The number of Trustees
constituting the Board of Trustees shall be fixed from time to time by a
written instrument signed, or by resolution approved at a duly constituted
meeting, by a majority of the Trustees, provided, however, that the number of
Trustees shall in no event be less than one (1) nor more than fifteen (15).
The Shareholders may also fix the number of Trustees and elect Trustees at
any meeting of Shareholders called by the Board of Trustees for that purpose.
Each Trustee shall serve during the continued lifetime of the Trust Fund
until he or she dies, resigns, is declared bankrupt or incompetent by a court
of appropriate jurisdiction, or is removed, or, if sooner, until the next
meeting of Shareholders called for the purpose of electing Trustees and until
the election and qualification of his or her successor. Any Trustee may
resign at any time by written instrument signed by him or her and delivered
to any officer of the Trust Fund or to a meeting of the Trustees. Such
resignation shall be effective upon receipt unless specified to be effective
at some other time. Except to the extent expressly provided in a written
agreement with the Trust Fund, no Trustee resigning and no Trustee removed
shall have any right to any compensation for any period following his or her
resignation or removal, or any right to damages on account of such removal.
Subject to the applicable provisions of the Investment Company Act, the Board
of Trustees, by action of a majority of the
7
Trustees at a duly constituted meeting, may fill vacancies in the Board of
Trustees or remove a Trustee with cause. Any Trustee may be removed for any
reason at any meeting of Shareholders by a vote of two-thirds of the Voting
Interests of the Trust Fund. A meeting of Shareholders for the purpose of
electing or removing one or more Trustees may be called (i) by the Board of
Trustees upon their own vote, or (ii) upon the demand of Shareholders owning
10% or more of such Voting Interests.
SECTION 2. EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE. The
death, declination, resignation, retirement, removal, or incapacity of one or
more Trustees, or all 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. Whenever a vacancy in the Board of Trustees shall occur, until
such vacancy is filled as provided in Article IV, Section l, the Trustees
then in office, regardless of their number, shall have all the powers granted
to the Board of Trustees and shall discharge all the duties imposed upon the
Board of Trustees by this Declaration of Trust. As conclusive evidence of
such vacancy, a written instrument certifying the existence of such vacancy
may be executed by an officer of the Trust Fund or by a majority of the
Trustees. In the event of the death, declination, resignation, retirement,
removal, or incapacity of all the then Trustees within a short period of time
and without the opportunity for at least one Trustee being able to appoint
additional Trustees to fill vacancies, the Trust Fund's Investment Adviser(s)
are empowered to appoint new Trustees subject to the provisions of Section
16(a) of the Investment Company Act.
SECTION 3. POWERS. Subject to the provisions of this Declaration of
Trust, the business of the Trust Fund shall be managed by the Board of
Trustees, and such 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 Fund. Without limiting the
foregoing, the Trustees may: (a) adopt By-Laws not inconsistent with this
Declaration of Trust providing for the regulation and management of the
affairs of the Trust Fund and may amend and repeal them to the extent that
such By-Laws do not reserve that right to the Shareholders; (b) fill
vacancies in, or remove from, their number, and may elect and remove such
officers and appoint and terminate such agents as they consider appropriate;
(c) appoint from their own number and establish and terminate one or more
committees consisting of one or more Trustees, which may exercise the powers
and authority of the Board of Trustees to the extent that the Board of
Trustees may determine; (d) employ one or more trustees or custodians of the
assets of the Trust Fund and may authorize such trustees or custodians to
employ subagents and to deposit all or any part of such assets in a system or
systems for the central handling of securities or with a Federal Reserve
Bank; (e) retain an administrator and an investment adviser for each Series
of Shares; (f) retain a transfer agent or a Shareholder servicing agent, or
both; (g) provide for the issuance and distribution of Shares by the Trust
Fund directly or through one or more Principal Underwriters or otherwise; (h)
redeem, repurchase and transfer Shares pursuant to applicable law; (i) set
record dates for the determination of Shareholders; (j) declare and pay
dividends and distributions to Shareholders of each Series from the assets of
such Series; and (k) in general, delegate such authority as they
8
consider desirable to any officer of the Trust Fund, to any committee of the
Board of Trustees and to any agent or employee of the Trust Fund or to any
such custodian, transfer or Shareholder servicing agent, or Principal
Underwriter. Any determination as to what is in the interests of the Trust
Fund made by the Trustees in good faith shall be conclusive. In construing
the provisions of this Declaration of Trust, the presumption shall be in
favor of a grant of power to the Trustees. Unless otherwise specified or
required by law, any action by the Trustees shall be deemed effective if
approved or taken by a majority of the Trustees then in office.
Without limiting the foregoing, the Trust Fund shall have power and
authority:
(a) To invest and reinvest cash, to hold cash uninvested, and to
subscribe for, invest in, reinvest in, purchase or otherwise acquire, own,
hold, pledge, sell, assign, transfer, exchange, distribute, write options on,
lend or otherwise deal in or dispose of contracts for the future acquisition
or delivery of fixed income or other securities, of every nature and kind,
including, without limitation, all types of stocks, warrants, options, bonds,
debentures, negotiable or non-negotiable instruments, obligations, evidences
of indebtedness, certificates of deposit, commercial paper, repurchase and
reverse repurchase agreements, bankers' acceptances, and any other securities
issued, created, guaranteed, or sponsored by any and all persons, including,
without limitation, states, territories, and possessions of the United States
and the District of Columbia and any political subdivision, agency, or
instrumentality thereof, any foreign government or any political subdivision
of the U.S. Government or any foreign government, or any international
instrumentality, or by any bank or savings institution, or by any corporation
or organization organized under the laws of the United States or of any
state, territory, or possession thereof, or by any corporation or
organization organized under any foreign law, or in "when issued" contracts
for any such securities, to change the investments of the assets of the
Trust; and to exercise any and all rights, powers, and privileges of
ownership or interest in respect of any and all such investments of every
kind and description, including, without limitation, the right to consent and
otherwise act with respect thereto, with power to designate one or more
persons, to exercise any of said rights, powers, and privileges in respect of
any of said instruments;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or
write options with respect to or otherwise deal in any property rights
relating to any or all of the assets of the Trust Fund or any Series;
(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 Board of
Trustees shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Board of Trustees
shall deem proper;
(d) To exercise powers and rights of subscription or otherwise which in
any manner may arise out of the ownership of securities;
9
(e) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in its
own name or in the name of a custodian or subcustodian or a nominee or
nominees or otherwise;
(f) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which is
held in or by the Trust Fund; to consent to any contract, lease, mortgage,
purchase or sale of property by such corporation or issuer; and to pay calls
or subscriptions with respect to any security held in or by the Trust Fund;
(g) To join with other security holders in acting through a committee,
depository, voting trustee or otherwise, and in that connection to deposit
any security with, or transfer any security to, any such committee,
depository or trustee, and to delegate to them such power and authority with
relation to any security (whether or not so deposited or transferred), and to
agree to pay, and to pay, such portion of the expenses and compensation of
such committee, depository or trustee, as the Trustees shall deem proper;
(h) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust Fund or any matter in controversy, including but not
limited to claims for taxes;
(i) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;
(j) To borrow funds or other property in the name of the Trust Fund
exclusively for Trust Fund purposes;
(k) To endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;
(l) To purchase and pay for entirely out of Trust Property such
insurance as the as the Trustees may deem necessary or appropriate for the
conduct of the business, including, without limitation, insurance policies
insuring the assets of the Trust Fund or payment of distributions and
principal on its portfolio investments, and insurance policies insuring the
Shareholders, the Board of Trustees , officers, employees, agents, investment
advisers, principal underwriters or independent contractors of the Trust
Fund, individually or collectively, against all claims and liabilities of
every nature arising by reason of holding Shares, holding, being or having
held any such office or position, or by reason of any action alleged to have
been taken or omitted by any such person as Trustee, officer, employee,
agent, investment adviser, principal underwriter, or independent contractor,
including any action taken or omitted that may be determined to constitute
negligence, whether or not the Trust Fund would have the power to indemnify
such person against liability; and
10
(m) To adopt, establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life
insurance and annuity contracts as a means of providing such retirement and
other benefits, for any or all of the Trustees, officers, employees and
agents of the Trust Fund.
The Trust Fund shall not be limited to investing in obligations maturing
before the possible termination of the Trust Fund or one or more of its
Series. Subject to the appropriate provisions of the Investment Company Act,
the Trust Fund shall not in any way be bound or limited by any present or
future law or custom in regard to investment by fiduciaries. The Trust Fund
shall not be required to obtain any court order to deal with any assets of
the Trust Fund or take any other action hereunder.
SECTION 4. PAYMENT OF EXPENSES BY THE TRUST FUND. The Trustees are
authorized to pay or cause to be paid out of the principal or income of the
Trust Fund, or partly out of the 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 Fund, 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 Fund's officers,
employees, investment adviser(s) or manager(s), principal underwriter(s),
auditors, counsel, trustee or 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 5. PAYMENT OF EXPENSES BY SHAREHOLDERS. The Trustees shall
have the power, as frequently as they may determine, to cause each
Shareholder, or each Shareholder of any particular Series, to pay directly,
in advance or arrears, for charges of the Trust Fund's custodian or transfer,
Shareholder servicing or similar agent, an amount fixed from time to time by
the Trustees, by setting off such charges due from such Shareholder from
declared but unpaid dividends owed such Shareholder and/or by reducing the
number of Shares in the account of such Shareholder by that number of full
and/or fractional Shares which represents the outstanding amount of such
charges due from such Shareholder.
SECTION 6. OWNERSHIP OF ASSETS OF THE TRUST. Title to all of the
assets of the Trust Fund shall at all times be considered as vested in the
Trust Fund, except that the Trustees shall have the power to cause legal
title to any Trust Property to be held by or in the name of any other person
as nominee, on such terms as the Trustees may determine.
SECTION 7. SERVICE CONTRACTS.
(a) Subject to such requirements and restrictions as may be set forth
in the By-Laws, the Trustees may, at any time and from time to time, contract
for exclusive or nonexclusive advisory, management, administrative and/or any
other services for the
11
Trust Fund or for any Series with any corporation, trust, association or
other organization; and any such contract may contain such other terms as the
Trustees may determine, including without limitation, authority for the
Investment Adviser or administrator to determine from time to time without
prior consultation with the Trustees what investments shall be purchased,
held, sold or exchanged and what portion, if any, of the assets of the Trust
Fund shall be held uninvested and to make changes in the Trust Fund's
investments, or such other activities as may specifically be delegated to
such party, in writing.
(b) The Trustees may, at any time and from time to time, contract with
any person, corporation, trust, association or other organization, appointing
it exclusive or nonexclusive distributor or Principal Underwriter for the
Shares of one or more of the Series or Classes or other securities to be
issued by the Trust Fund. Every such contract shall comply with such
requirements and restrictions as may be set forth in the By-Laws; and any
such contract may contain such other terms as the Trustees may determine.
(c) The Trustees may, at any time and from time to time, contract with
any person, corporation, trust, association or other organization, appointing
it or them the custodian, transfer agent and/or Shareholder servicing agent
for the Trust Fund or one or more of its Series. Every such contract shall
comply with such requirements and restrictions as may be set forth in the
By-Laws or stipulated by resolution of the Board of Trustees.
(d) The Trustees are further empowered, at any time and from time to
time, to contract with any entity to provide such other services to the Trust
Fund or one or more of the Series, as the Trustees determine to be in the
best interests of the Trust Fund and the applicable Series.
(e) The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust Fund
may be a Shareholder, director, officer, partner, trustee,
employee, investment adviser, manager, principal underwriter,
distributor, or affiliate or agent of or for any corporation,
trust, association, or other organization or person, or for any
parent or affiliate of any organization with which an advisory,
management or administration contract, or principal underwriter's
or distributor's contract, or transfer, Shareholder servicing or
other type of service contract may have been or may hereafter be
made, or that any such organization, or any parent or affiliate
thereof, is a Shareholder or has an interest in the Trust Fund,
or
(ii) any corporation, trust, association or other organization or
person with which an advisory, management or administration
contract or principal underwriter's or distributor's contract, or
transfer, Shareholder
12
servicing or other type of service contract may have been or may
hereafter be made also has an advisory, management or
administration contract, or principal underwriter's or
distributor's contract, or transfer, Shareholder servicing or
other service contract with one or more other corporations,
trusts, associations, or other organizations, or has other
business or interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust Fund from voting upon or
executing the same, or create any liability or accountability to the Trust
Fund or its Shareholders, provided approval of each such contract is obtained
in a manner consistent with the requirements of the Investment Company Act.
ARTICLE V
Shareholders' Voting Powers and Meetings
SECTION 1. VOTING POWERS. Subject to the provisions of Article III,
Section 6(d), the Shareholders shall have power to vote only (a) for the
election or removal of Trustees as provided in Article IV, Section 1, and
(b) with respect to such additional matters relating to the Trust as may be
required by applicable law, this Declaration of Trust, the By-Laws or any
registration of the Trust Fund with the Commission (or any successor agency)
or any state, or as the Trustees may consider necessary or desirable. As
appropriate, voting may be by Series or Class. A Shareholder in any Series
shall be entitled to one vote for each dollar of net asset value (number of
Shares owned times net asset value per Share) of such Series on any matter on
which such Shareholder is entitled to vote, and each fractional dollar amount
shall be entitled to a proportionate fractional vote. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in person
or by proxy. A proxy with respect to Shares held in the name of two or more
persons shall be valid if executed by any one of them unless at or prior to
exercise of the proxy the Trust Fund 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. The Trustees may allow the use of electronic, telegraph,
facsimile and other types of proxies to the fullest extent consistent with
applicable law.
SECTION 2. VOTING POWER AND MEETINGS. Meetings of the Shareholders
may be called by the Board of Trustees for the purpose of electing Trustees
as provided in Article IV, Section l and for such other purposes as may be
required by applicable law, by this Declaration of Trust or by the By-Laws.
Meetings of the Shareholders may also be called by the Board of Trustees from
time to time for the purpose of taking action upon any other matter deemed by
the Trustees to be necessary or desirable. A meeting of Shareholders may be
held at any place designated by the Trustees. Written notice of any meeting
of Shareholders shall be given or caused to be given by the Trustees by
mailing such notice at least ten (10) days before such meeting, postage
prepaid, stating the time
13
and place of the meeting, to each Shareholder at the Shareholder's address as
it appears on the records of the Trust Fund. Whenever notice of a meeting is
required to be given to a Shareholder under this Declaration of Trust or the
By-Laws, a written waiver thereof, executed before or after the meeting by
such Shareholder or his or her attorney thereunto authorized and filed with
the records of the meeting, shall be deemed equivalent to such notice.
SECTION 3. QUORUM AND REQUIRED VOTE. Except when a larger quorum is
required by applicable law, by the By-Laws or by this Declaration of Trust,
one third of the Voting Interests entitled to vote shall constitute a quorum
at any Shareholders' meeting. When any Series or Class is entitled to vote
as a single Series or Class, one third of the Shares of each such Series or
Class entitled to vote shall constitute a quorum at any Shareholders' meeting
of that Series or Class. Any meeting of Shareholders may be adjourned from
time to time by a majority of the Voting Interests properly cast upon the
question of adjourning a meeting to another date and time, whether or not a
quorum is present, and the meeting may be held as adjourned within sixty (60)
days after the date set for the original meeting without further notice.
Subject to the provisions of Article III, Section 6(d), when a quorum is
present at any meeting, a majority of the Voting Interests voted shall decide
any questions and a plurality shall elect a Trustee, except when a larger
vote is required by any provision of this Declaration of Trust, the By-Laws
or applicable law.
SECTION 4. ACTION BY WRITTEN CONSENT. Any action taken by
Shareholders may be taken without a meeting if Shareholders holding a
majority of the Voting Interests entitled to vote on the matter (or such
larger proportion thereof as shall be required by any express provision of
this Declaration of Trust, the By-Laws or applicable law) and holding a
majority (or such larger proportion as aforesaid) of the Shares of any Series
or Class entitled to vote separately on the matter 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
taken at a meeting of Shareholders.
SECTION 5. RECORD DATES. For the purpose of determining the
Shareholders of any Series or Class who are entitled to vote or act at any
meeting or any adjournment thereof, the Trustees may from time to time fix a
time, which shall be not more than ninety (90) days before the date of any
meeting of Shareholders, as the record date for determining the Shareholders
of such Series or Class having the right to notice of and to vote at such
meeting and any adjournment thereof, and in such case only Shareholders of
record on such record date shall have such right, notwithstanding any
transfer of Shares on the books of the Trust Fund after the record date. For
the purpose of determining the Shareholders of any Series or Class who are
entitled to receive payment of any dividend or of any other distribution, the
Trustees may from time to time fix a date, which shall be before the date for
the payment of such dividend or other distribution, as the record date for
determining the Shareholders of such Series or Class having the right to
receive such dividend or distribution. Without fixing a record date the
Trustees may for voting and/or distribution purposes close the register or
transfer books for one or more Series for all or
14
any part of the period between a record date and a meeting of Shareholders or
the payment of a distribution. Nothing in this Section shall be construed as
precluding the Trustees from setting different record dates for different
Series or Classes.
SECTION 6. ADDITIONAL PROVISIONS. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters.
ARTICLE VI
Net Asset Value, Distributions and Redemptions
SECTION 1. DETERMINATION OF NET ASSET VALUE, NET INCOME AND
DISTRIBUTIONS. Subject to Article III, Section 6 hereof, the Trustees, in
their absolute discretion, may prescribe and shall set forth in the By-Laws
or in a duly adopted resolution of the Board of Trustees such bases and time
for determining the per-Share net asset value of the Shares of any Series and
Class or net income attributable to the Shares of any Series and Class, or
the declaration and payment of dividends and distributions on the Shares of
any Series and Class, as they may deem necessary or desirable.
SECTION 2. REDEMPTIONS AND REPURCHASES. The Trust Fund shall
purchase such Shares as may be offered by any Shareholder for redemption,
upon the presentation of a proper instrument of transfer together with a
request directed to the Trust Fund or any person designated by the Trust Fund
that the Trust Fund re-purchase such Shares or in accordance with such other
procedures for redemption as the Trustees may from time to time authorize;
and, subject to Article VI, Section 4, below, the Trust Fund will pay
therefor the net asset value thereof, in accordance with the By-Laws and
applicable law. Payment for said Shares shall be made by the Trust Fund to
the Shareholder within such time period after the date on which the request
is made in proper form as may be required by applicable law or regulation.
The obligation set forth in this Article VI, Section 2 is subject to the
provision that in the event that any time the New York Stock Exchange (the
"Exchange") is closed for other than weekends or holidays, or if permitted by
the Rules of the Commission during periods when trading on the Exchange is
restricted or during any emergency which makes it impracticable for the Trust
Fund to dispose of the investments of the applicable Series or to determine
fairly the value of the net assets held with respect to such Series or during
any other period permitted by order of the Commission for the protection of
Shareholders, such obligations may be suspended or postponed by the Trustee.
The redemption price may in any case or cases be paid wholly or partly
in kind if the Trustees determines that such payment is advisable in the
interest of the remaining Shareholders of the Series for which the Shares are
being redeemed. Subject to the foregoing, the fair value, selection and
quantity of securities or other property so paid or delivered as all or part
of the redemption price may be determined by or under authority of the
Trustees. In no case shall the Trust Fund be liable for any delay of any
person in transferring securities selected for delivery as all or part of any
payment in kind.
15
SECTION 3. REDEMPTIONS AT THE OPTION OF THE TRUST FUND. The Trust
Fund shall have the right, at its option and at any time, to redeem Shares of
any Shareholder at the net asset value thereof as described in Section 1 of
this Article VI: (a) if at such time such Shareholder owns Shares of any
Series having an aggregate net asset value of less than an amount determined
from time to time by the Trustees prior to the acquisition of said Shares; or
(b) to the extent that such Shareholder owns Shares of a particular Series
equal to or in excess of a percentage of the outstanding Shares of that
Series determined from time to time by the Trustees; or (c) to the extent
that such Shareholder owns Shares equal to or in excess of a percentage,
determined from time to time by the Trustees, of the outstanding Shares of
the Trust Fund or of any Series.
SECTION 4. SALES AND OTHER CHARGES. Without limiting the power of
the Trustees to fix the rights, preferences and privileges of any Series or
Class of Shares, the Trustees may authorize or continue the assessment of a
sales or other charge in connection with the sale, distribution, redemption
or servicing of any Series or Class of Shares by any Principal Underwriter,
securities dealer or financial institution, subject to any applicable rule or
regulation of the Commission or the National Association of Securities
Dealers, Inc. and the provisions of this Declaration of Trust.
SECTION 5. RIGHTS OF REPAYMENT. With respect to any Series or Class
of Shares for which the Trustees have authorized or continued a sales charge,
the Trustees may authorize, continue, curtail or terminate, in whole or in
part, the purchase of Shares of such Series or Class by any Shareholder in a
dollar amount equal to the dollar amount of all Shares of such Series or
Class previously redeemed by such Shareholder (a "right of repayment"). For
purposes of any right of repayment authorized, continued, curtailed or
terminated pursuant to the provisions of this Article VI, Section 5, the
Trustees may permit any Shareholder to combine one or more accounts owned by
such Shareholder or such Shareholder's "immediate family" (as that term is
defined in Rule 2720(b)(9) of the National Association of Securities Dealers,
Inc., as such Rule may be amended from time to time, or in any successor
rule), provided that any such combination of accounts shall be limited to
accounts of the same Series or Class.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
SECTION 1. COMPENSATION. The Trustees shall be entitled to
reasonable compensation from the Trust Fund, and they may fix the amount of
such 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 Fund.
SECTION 2. INDEMNIFICATION AND LIMITATION OF LIABILITY. The
Trustees shall not be responsible or liable in any event for any neglect or
wrong-doing of any officer, agent, employee, Investment Adviser or Principal
Underwriter of the Trust Fund, nor shall any Trustee be responsible for the
act or omission of any other Trustee, and the Trust Fund,
16
out of its assets, to the fullest extent permitted by law, shall indemnify
and hold harmless each and every Trustee from and against any and all claims
and demands whatsoever arising out of or related to each Trustee's
performance of his or her duties as a Trustee of the Trust Fund; provided
that nothing herein contained shall indemnify, hold harmless or protect any
Trustee from or against any liability to the Trust Fund or any Shareholder 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 or undertaking and
every other act or thing whatsoever issued, executed or done by or on behalf
of the Trust Fund or the Trustees or any of them in connection with the Trust
Fund shall be conclusively deemed to have been issued, executed or done only
in or with respect to their or his or her capacity as Trustee, and such
Trustee shall not be personally liable thereon.
The liability of the Trustees or any of them shall further be limited by
the provisions attached hereto as Exhibit B, which provisions are hereby
incorporated herein by reference.
SECTION 3. TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR
SURETY. The exercise by the Trustees of their powers and discretion hereunder
shall be binding upon every interested person. A Trustee shall be liable to
the Trust Fund and to any Shareholder solely 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 shall not be liable for
errors of judgment or mistakes of fact or law. The Board of 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.
SECTION 4. INSURANCE. The Trustees shall be entitled and empowered
to the fullest extent permitted by law to purchase with Trust Property
insurance for liability and for all expenses reasonably incurred or paid or
expected to be paid by a Trustee or officer in connection with any claim,
action, suit or proceeding in which he or she becomes involved by virtue of
his or her capacity or former capacity with the Trust Fund.
ARTICLE VIII
Miscellaneous
SECTION 1. LIABILITY OF THIRD PERSONS DEALING WITH TRUST FUND. No
person dealing with the Trust Fund shall be bound to make any inquiry
concerning the validity of any transaction made or to be made by the Trust
Fund or to see to the application of any payments made or property
transferred to the Trust Fund or upon its order.
17
SECTION 2. TERMINATION OF TRUST FUND, SERIES OR CLASS. Unless
terminated as provided herein, the Trust Fund shall continue without
limitation of time. The Trust Fund may be terminated at any time by vote of
a majority of the Shares of each Series entitled to vote, voting separately
by Series, or by the Trustees by written notice to the Shareholders without a
vote of such Shareholders. Any Series or Class (in the case of a proposed
termination of a Class) may be terminated at any time by vote of a majority
of the Shares of that Series or Class, or by the Trustees by written notice
to the Shareholders of that Series or Class without a vote of such
Shareholders.
Upon termination of the Trust Fund (or any Series or Class, as the case
may be), after paying or otherwise providing for all charges, taxes, expenses
and liabilities held, severally, with respect to each terminated Series and
Class, whether due or accrued or anticipated as may be determined by the
Trustees, the Trust Fund shall, in accordance with such procedures as the
Trustees may consider appropriate, reduce the remaining assets held,
severally, with respect to each terminated Series and Class, to distributable
form in cash or Shares or other securities, or any combination thereof, and
distribute the proceeds held with respect to each terminated Series and
Class, to the Shareholders of that Series or Class, ratably according to the
number of Shares of that Series or Class held by the several Shareholders on
the date of termination. No Share shall have any priority or preference over
any other Share of the same Series or Class with respect to dividends or
distributions made pursuant to Article VIII, Section 2 hereof upon
termination of the Trust Fund or of any Series or Class thereof.
SECTION 3. MERGER AND CONSOLIDATION. The Trustees may cause (a) the
Trust Fund or one or more of its Series or Classes to be merged into or
consolidated with another trust or company, or Series or Class thereof, to
the extent permitted by law, (b) the Shares of the Trust Fund or any Series
to be converted into beneficial interests in another trust or entity, or
series thereof, created pursuant to this Declaration of Trust or otherwise,
or (c) the Shares to be exchanged under or pursuant to any state or federal
statute to the extent permitted by law. Such merger or consolidation, Share
conversion or Share exchange must be authorized by vote of a majority of the
Voting Interests of the Trust Fund, as a whole, or any affected Series, as
may be applicable; provided that in all respects not governed by statute or
applicable law, the Trustees shall have the power to prescribe the procedure
necessary or appropriate to accomplish a sale of assets, merger or
consolidation, including but not limited to the power to create one or more
separate business trusts or other entities to which all or any part of the
assets, liabilities, profits or losses of the Trust Fund may be transferred
and to provide for the conversion of Shares of the Trust Fund or any Series
into beneficial interests in such separate business trust or trusts or other
entities (or series thereof).
SECTION 4. AMENDMENTS. This Declaration of Trust may be restated
and/or amended at any time by an instrument in writing signed by a majority
of the then Trustees and, if required, by approval of such amendment by
Shareholders in accordance with Article V, Section 3 hereof. Any such
restatement and/or amendment hereto shall be effective immediately upon
execution (and approval by the Shareholders, if required).
18
The Certificate of Trust may be restated and/or amended by a similar
procedure, and any such restatement or amendment shall be effective
immediately upon filing with the Office of the Secretary of State of the
State of Delaware, or upon such future date as may be stated therein.
SECTION 5. FILING OF COPIES, REFERENCES, HEADINGS. The original or
a copy of this instrument and of each restatement and/or amendment hereto
shall be kept at the office of the Trust Fund where it may be inspected by
any Shareholder. Anyone dealing with the Trust Fund may rely on a
certificate by an officer of the Trust Fund as to whether or not any such
restatements and/or amendments have been made and as to any matters in
connection with the Trust Fund hereunder; and, with the same effect as if it
were the original, may rely on a copy certified by an officer of the Trust
Fund to be a copy of this instrument or of any such restatements and/or
amendments. In this instrument and in any such restatements and/or
amendment, references to this instrument, and all expressions like "herein,"
"hereof" and "hereunder" shall be deemed to refer to this instrument as
amended or affected by any such restatements and/or amendments. Headings are
placed herein for convenience of reference only and shall not be taken as a
part hereof or control or affect the meaning, construction or effect of this
instrument.
Whenever the term "person" is used herein, such term shall mean any
individual, corporation, partnership, trust, association, joint venture,
estate and any other entity, whether or not a legal entity, and any
government, agency or political subdivision thereof, whether domestic or
foreign. Whenever the singular number is used herein, the same shall include
the plural; and the neuter, masculine and feminine genders shall include each
other, as applicable. This instrument may be executed in any number of
counterparts each of which shall be deemed an original.
SECTION 6. APPLICABLE LAW. This Declaration of Trust is created
under and is to be governed by and construed and administered according to
the laws of the State of Delaware and the Delaware Business Trust Act, as
amended from time to time (the "Act"), and without limiting the provisions
hereof, the Trust Fund may exercise all powers which are ordinarily exercised
by a business trust created under the laws of the State of Delaware.
SECTION 7. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.
(a) The provisions of the Declaration of Trust are severable, and if
the Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the Investment Company Act, the regulated
investment company provisions of the Internal Revenue Code or with other
applicable laws and regulations, the conflicting provision shall be deemed
never to have constituted a part of the Declaration of Trust; provided,
however, that such determination shall not affect any of the remaining
provisions of the Declaration of Trust or render invalid or improper any
action taken or omitted prior to such determination.
19
(b) If any provision of the Declaration of Trust shall be held invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability
shall attach only to such provision in such jurisdiction and shall not in any
manner affect such provision in any other jurisdiction or any other provision
of the Declaration of Trust in any jurisdiction.
SECTION 8. OPERATION AS A TRUST FOR BUSINESS PURPOSES ONLY It is
the intention of the Trustees to create a trust only for the business purpose
of an open-ended, registered management investment company, as that term is
used in the Investment Company Act, pursuant to the provisions of Title 12,
Part V, Chapter 38 of the Delaware General Corporation Law. It is not the
intention of the Trustees to create a general partnership, limited
partnership, joint stock association, corporation, bailment, or any form of
legal relationship other as described in the preceding sentence. Nothing in
this Declaration of Trust shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners or members of a joint stock
association.
SECTION 9. USE OF THE IDENTIFYING WORDS "SIFE" AND "SIFE TRUST
FUND". The identifying words "SIFE" and "SIFE Trust Fund," and all rights to
the use of such identifying words, belong to SIFE, Inc., the Investment
Adviser of the Trust Fund. SIFE, Inc. has licensed the Trust Fund to use the
identifying words "SIFE" and "SIFE Trust Fund" in the Trust Fund's name and
to use the identifying word "SIFE" in the name of any series or class of the
Trust Fund. In the event that SIFE, Inc. or an affiliate of SIFE, Inc. is
not appointed or ceases to be the Investment Adviser of the Trust Fund, the
non-exclusive license may be revoked by SIFE, Inc., and the Trust Fund and
any series thereof shall respectively cease using the identifying words
"SIFE" and "SIFE Trust Fund" unless otherwise consented to by SIFE, Inc. or
any successor to SIFE, Inc.'s interest.
IN WITNESS WHEREOF, the sole Trustee named below does hereby make and
enter into this Declaration of Trust as of the 28th day of February, 1997.
--------------------------------------
Xxxxx X. Xxxxx
Sole Trustee
THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST FUND IS
000 X. XXXXX XXXX, XXXXXX XXXXX, XXXXXXXXXX
20
