AGREEMENT AND DECLARATION OF TRUST OF THE BLUE FUND GROUP
Exhibit
23A
AGREEMENT
AND DECLARATION OF TRUST
OF
THE
BLUE
FUND GROUP
THIS
AGREEMENT AND DECLARATION OF TRUST made this 11th day of May, 2006, by the
Trustees hereunder and the holders of shares of beneficial interest issued
hereunder and to be issued hereunder as hereinafter provided:
WITNESSETH
that
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 direct that this Agreement and Declaration of
Trust be filed with the Secretary of State of The Commonwealth of Massachusetts
and with the Clerk of every city or town where such association or trust has
a
usual place of business, and do 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
Name,
Registered Agent and Definitions
Section
1. This
Trust shall be known as The Blue Fund Group, 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.
Section
2. Registered
Agent.
The
Trust’s resident agent in the Commonwealth of Massachusetts will be Xxxxxxx X.
Xxxxxxx, Esq., Day, Xxxxx & Xxxxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, XX
00000..
Section
3. Definitions.
Whenever used herein, unless otherwise required by the context or specifically
provided
(a) “Trust”
refers to the Massachusetts business trust established by this Agreement and
Declaration of Trust, as amended from time to time;
(b) “Trustees”
means the persons who have signed this Declaration of Trust so long as they
shall continue in office in accordance with the terms hereof, and all other
persons who may from time to time be duly elected, qualified and serving as
Trustees in accordance with the provisions of Article IV hereof, and reference
herein to a Trustee or the Trustees shall refer to such person or persons in
his
capacity or their capacities as trustees hereunder;
(c) “Shares”
means the equal proportionate units or interest into which the beneficial
interest in the Trust or in the Trust property belonging to any Series of the
Trust (or in the property belonging to any Series allocable to any Class of
that
Series) (as the context may require) shall be divided from time to
time;
(d) “Shareholder”
means a record owner of Shares;
(e) “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
“Commission” and, “principal underwriter” shall have the meanings given them in
the 1940 Act;
(g) “Declaration
of Trust” and “this Declaration” shall mean this Agreement and Declaration of
Trust, as amended or restated from time to time;
(h) “Bylaws”
shall mean the Bylaws of the Trust as amended from time to time;
(i) “Series
company” refers to the form of registered open-end investment company described
in section 18(f)(2) of the 1940 Act or in any successor statutory
provision;
(j) “Series”
refers to Series of Shares established and designated under or in accordance
with the provisions of Article III; and
(k) “Class”
refers to any Class of Shares of a Series established and designated under
or in
accordance with the provisions of Article III. The Shares of a Class shall
represent a subset of Shares of a Series and the Shares of each Class, together
with the Shares of all other Classes of the same Series, shall constitute all
Shares of that Series.
ARTICLE
II
Purpose
of Trust
The
purpose of the Trust is to provide investors a managed investment primarily
in
securities (including options), debt instruments, money market instruments,
commodities, commodity contracts and options thereon.
ARTICLE
III
Shares
Section
1. Division
of Beneficial Interest.
The
beneficial interest in the Trust shall at all times be divided into an unlimited
number of Shares, without par value. Subject to the provisions of Section 6
of
this Article III, each Share shall have the voting rights as provided in Article
V hereof, and holders of the Shares of any Series or Class shall be entitled
to
receive dividends, when and as declared with respect thereto in the manner
provided in Article VI, Section 1 hereof. No Share shall have any priority
or
preference over any other Share of the same Series and Class with respect to
dividends or distributions upon termination of the Trust or of such Series
or
Class made pursuant to Article IX, Section 4 hereof. Unless the Trustees have
authorized the issuance of Shares of a Series in two or more Classes, all
dividends and distributions shall be made ratably among all Shareholders of
a
particular Series from the assets belonging to such Series according to the
number of Shares of such Series held of record by such
-
2 -
Shareholders
on the record date for any dividend or on the date of termination, as the case
may be. 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 changing the proportionate beneficial interest
of the Shares of that Series or Class in the assets belonging to that Series
(or
allocable to the Shares of that Class) or in any way affecting the rights of
Shares of any other Series or Class.
Section
2. Ownership
of Shares.
The
ownership of Shares shall be recorded on the books of the Trust or a transfer
or
similar agent for the Trust, which books shall be maintained separately for
the
Shares of each Series. 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 transfer
of
Shares of each Series and Class and similar matters. The record books of the
Trust as kept by the Trust or any transfer or similar agent, as the case may
be,
shall be conclusive as to who are the Shareholders of each Series and Class
and
as to the number of Shares of each Series and Class held from time to time
by
each.
Section
3. Investments
in the Trust.
The
Trustees shall accept investments in the Trust from such persons and on such
terms and for such consideration as they from time to time
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 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 entitles such representative
only to the rights of said deceased Shareholder 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 of each other. Neither the Trust nor the Trustees, nor
any
officer, employee or agent of the Trust shall have any power to bind personally
any Shareholders, 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 Trustees to Change Provisions Relating to Shares.
Notwithstanding any other provisions of this Declaration of Trust and without
limiting the power of the Trustees to amend the Declaration of Trust as provided
elsewhere herein, 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 Trustees may
determine in their sole discretion, without the need for Shareholder action,
so
as to add to, delete, replace or otherwise modify any provisions relating to
the
Shares contained in this Declaration of Trust for the purpose of (i) responding
to or complying with any regulations, orders, rulings or interpretations of
any
governmental agency or any laws, now or hereafter applicable to the Trust,
or
(ii) designating and establishing Series or Classes in addition to the Series
or
Classes established in Section 6 of this Article III; provided that before
adopting any such amendment in clause (i) without Shareholder approval the
Trustees
-
3 -
shall
determine that it is consistent with the fair and equitable treatment of all
Shareholders. The establishment and designation of any Series or Class of Shares
in addition to the Series or Classes established and designated in Section
6 of
this Article III shall be effective upon the execution by a majority of the
then
Trustees of an amendment to this Declaration of Trust, taking the form of a
complete restatement or otherwise, setting forth such establishment and
designation and the relative rights and preferences of such Series or Class,
or
as otherwise provided in such instrument.
Without
limiting the generality of the foregoing, the Trustees may, for the above-stated
purposes, amend the Declaration of Trust to:
(a) create
one or more Series or Classes of Shares (with respect to or in addition to
any
Series or Classes already existing or otherwise) with such rights and
preferences and such eligibility requirements for investment therein as the
Trustees shall determine, and reclassify any or all outstanding Shares as shares
of particular Series or Classes in accordance with such eligibility
requirements;
(b) amend
any
of the provisions set forth in paragraphs (a) through (j) of Section 6 of this
Article III;
(c) combine
one or more Series or Classes of Shares into a single Series or Class on such
terms and conditions as the Trustees shall determine;
(d) change
or
eliminate any eligibility requirements for investment in Shares of any Series
or
Class, including without limitation the power to provide for the issue of Shares
of any Series or Class in connection with any merger or consolidation of the
Trust with another trust or company or any acquisition by the Trust of part
or
all of the assets of another trust or company;
(e) change
the designation of any Series or Class of Shares;
(f) change
the method of allocating dividends among the various Series and Classes of
Shares;
(g) allocate
any specific assets or liabilities of the Trust or any specific items of income
or expense of the Trust to one or more Series or Classes of Shares;
(h) specifically
allocate assets to any or all Series or Classes of Shares or create one or
more
additional Series or Classes of Shares which are preferred over all other Series
or Classes of Shares in respect of assets specifically allocated thereto or
any
dividends paid by the Trust with respect to any net income, however determined,
earned from the investment and reinvestment of any assets so allocated or
otherwise and provide for any special voting or other rights with respect to
such Series or Classes; or
(i) divide
one or more Series of Shares into one or more Classes on such terms and
conditions as the Trustees may determine.
Section
6. Establishment
and Designation of Series.
Without
limiting the authority of the Trustees set forth in Section 5, inter alia,
to
establish and designate any further Series or
-
4 -
Classes
or to modify the rights and preferences of any Series or Classes, the “Blue
Fund” shall be, and hereby is, established and designated as a separate Series
of the Trust.
Shares
of
each Series established in this Section 6 shall have the following relative
rights and preferences:
(a) Assets
Belonging to Series.
All
consideration received by the Trust for the issue 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 belong to that Series for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of account of
the
Trust. 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 belonging 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
belonging 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 established and designated from time to time in such manner and on such
basis as they, in their sole discretion, deem fair and equitable, and any
General Asset so allocated to a particular Series shall belong to that Series.
Each such allocation by the Trustees shall be conclusive and binding upon the
Shareholders of all Series for all purposes.
(b) Liabilities
Belonging to Series.
The
assets belonging to each particular Series shall be charged solely with the
liabilities of the Trust in respect to that Series, expenses, costs, charges
and
reserves attributable to that Series, and any general liabilities of the Trust
which are not readily identifiable as belonging to any particular Series but
which are allocated and charged by the Trustees to and among any one or more
of
the Series established and designated from time to time in a manner and on
such
basis as the Trustees in their sole discretion deem fair and equitable. The
liabilities, expenses, costs, charges, and reserves so charged to a Series
are
herein referred to as “liabilities belonging to” that Series. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the shareholders of all Series for all
purposes.
(c) Dividends,
Distributions, Redemptions, and Repurchases.
Notwithstanding any other provisions of this Declaration, including, without
limitation, Article VI, 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 shall be effected by the Trust other than from the assets belonging
to
such Series, nor shall any Shareholder of any particular Series otherwise have
any right or claim against the assets belonging to any other Series except
to
the extent that such Shareholder has such a right or claim hereunder as a
Shareholder of such other Series.
-
5 -
(d) Voting.
Notwithstanding any of the other provisions of this Declaration, including,
without limitation, Section 1 of Article V, the Shareholders of any particular
Series or Class shall not be entitled to vote on any matters as to which such
Series or Class is not affected. On any matter submitted to a vote of
Shareholders, all Shares of the Trust then entitled to vote shall be voted
by
individual Series, unless otherwise required by the 1940 Act or other applicable
law or as specifically required under this Declaration or the Bylaws or as
otherwise determined by the Trustees.
(e) Equality.
All the
Shares of each particular Class of a Series shall represent an equal
proportionate interest in the assets and liabilities belonging to that Series
allocable to that Class and all Shares of each particular Series shall represent
an equal proportionate interest in the assets belonging to that Series (subject
to the liabilities belonging to that Series), and 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.
(g) Exchange
Privilege.
The
Trustees shall have the authority to provide that the holders of Shares of
any
Series shall have the right to exchange said Shares for Shares of one or more
other Series of Shares 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 or Class unless otherwise required by applicable law, to combine
the
assets and liabilities belonging to any two or more Series or Classes into
assets and liabilities belonging to a single Series or Class.
(i) Elimination
of Series.
At any
time that there are no Shares outstanding of any particular Series previously
established and designated, the Trustees may amend this Declaration of Trust
to
abolish that Series and to rescind the establishment and designation thereof,
such amendment to be effected in the manner provided in Section 5 of this
Article III.
(j) Assets
and Liabilities Allocable to a Class.
The
assets and liabilities belonging to a Series shall be fully allocated among
all
the Classes of that Series. For purposes of determining the assets and
liabilities belonging to a Series which are allocable to a Class of that Series,
subject to the provisions of paragraph (f) of Section 5 of this Article III,
the
provisions of paragraphs (a) and (b) of this Section 6 shall apply, mutatis mutandis,
as if
each Class were a Series.
Section
7. Indemnification
of Shareholders.
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 of the Trust
or of a particular Series 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 out of the assets of the Series of
-
6 -
which
he
is a Shareholder or former Shareholder to be held harmless from and indemnified
against all loss and expense arising from such liability.
Section
8. No
Preemptive Rights.
Shareholders shall have no preemptive or other right to subscribe to any
additional Shares or other securities issued by the Trust.
Section
9. Derivative
Claims.
No
Shareholder shall have the right to bring or maintain any court action,
proceeding or claim on behalf of this Trust or any Series without first making
demand on the Trustees requesting the Trustees to bring or maintain such action,
proceeding or claim. Such demand shall be excused only when the plaintiff makes
a specific showing that irreparable injury to the Trust or Series would
otherwise result. Such demand shall be mailed to the Secretary of the Trust
at
the Trust’s principal office and shall set forth in reasonable detail the nature
of the proposed court action, proceeding or claim and the essential facts relied
upon by the Shareholder to support the allegations made in the demand. The
Trustees shall consider such demand within 45 days of its receipt by the Trust.
In their sole discretion, the Trustees may submit the matter to a vote of
Shareholders of the Trust or Series, as appropriate. Any decision by the
Trustees to bring, maintain or settle (or not to bring, maintain or settle)
such
court action, proceeding or claim, or to submit the matter to a vote of
Shareholders shall be made by the Trustees in their business judgment and shall
be binding upon the Shareholders. Any decision by the Trustees to bring or
maintain a court action, proceeding or suit on behalf of the Trust or a Series
shall be subject to the right of the Shareholders under Article V, Section
1
hereof to vote on whether or not such court action, proceeding or suit should
or
should not be brought or maintained.
ARTICLE
IV
The
Trustees
Section
1. Election
and Tenure.
The
initial Trustees shall be those persons who have signed this Declaration.
Trustees may fix the number of Trustees, fill vacancies in the Trustees,
including vacancies arising from an increase in the number of Trustees, or
remove Trustees with or without cause. Each Trustee shall serve during the
continued lifetime of the Trust until he dies, resigns 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 successor.
Any
Trustee may resign at any time by written instrument signed by him and delivered
to any officer of the Trust or to 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,
no Trustee resigning and no Trustee removed shall have any right to any
compensation for any period following his resignation or removal, or any right
to damages on account of such removal. The Shareholders may fix the number
of
Trustees and elect Trustees at any meeting of Shareholders called by the
Trustees for that purpose.
Section
2. Effect
of Death, Resignation, Etc. of a Trustee.
The
death, declination, resignation, retirement, removal or incapacity of the
Trustees, or any 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.
-
7 -
Section
3. Powers.
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 including the power to engage in
securities transactions of all kinds on behalf of the Trust. Without limiting
the foregoing, the Trustees may adopt Bylaws not inconsistent with this
Declaration of Trust providing for the regulation and management of the affairs
of the Trust and may amend and repeal them to the extent that such Bylaws do
not
reserve that right to the Shareholders; they may fill vacancies in or remove
from their number (including any vacancies created by an increase in the number
of Trustees); they may remove from their number with or without cause; they
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
one
or more committees consisting of two or more Trustees which may exercise the
powers and authority of the Trustees to the extent that the Trustees determine;
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
or
with a Federal Reserve Bank; they may retain a transfer agent or a shareholder
servicing agent, or both; they may provide for the distribution of Shares by
the
Trust, through one or more principal underwriters or otherwise; they may set
record dates for the determination of Shareholders with respect to various
matters; and in general they may, 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 power and
authority:
(a) To
invest
and reinvest cash, and to hold cash uninvested;
(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;
(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;
(d) To
exercise powers and rights of subscription or otherwise which in any manner
arise out of ownership of securities;
(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 the Trust;
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 the Trust;
-
8 -
(g) To
join
with other security holders in acting through a committee, depositary, voting
trustee or otherwise, and 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 to pay, such portion of the expenses and compensation of
such
committee, depositary or trustee as the Trustees shall deem proper;
(h) To
compromise, arbitrate or otherwise adjust claims in favor of or against the
Trust or any matter in controversy, including but not limited to claims for
taxes;
(i) To
enter
into joint ventures, general or limited partnerships and any other combinations
or associations;
(j) To
borrow
funds or other property;
(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 they
may
deem necessary or appropriate for the conduct of the business, including without
limitation, 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, 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
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 would have the
power to indemnify such person against liability;
(m) To
pay
pensions 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 or all of the Trustees, officers,
employees and agents of the Trust;
(n) To
enter
into forward commitments, futures contracts and swap contracts and to buy and
sell options on futures contracts or swap contracts and to buy and or to enter
into transactions with respect to any other securities or derivative
instruments; and
(o) To
engage
in any other lawful act or activity in which corporations organized under the
Massachusetts Business Corporation Act may engage.
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. The Trustees shall not be
required to obtain any court order to deal with any assets of the Trust or
take
any other action hereunder.
-
9 -
Section
4. Payment
of Expenses by the Trust.
The
Trustees are authorized to pay or cause to be paid out of the principal or
income of the Trust, or partly out of 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 Trustee’s 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 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’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 shall at all times be considered as vested
in
the Trustees.
Section
7. Advisory
Management and Distribution Contracts.
Subject
to such requirements and restrictions as may be set forth in the Bylaws, the
Trustees may, at any time and from time to time, contract for exclusive or
nonexclusive advisory and/or management services for the Trust or for any Series
with Blue Investment Management, LLC or any other partnership, corporation,
trust, association or other organization (the “Manager”); and any such contract
may contain such other terms as the Trustees may determine, including without
limitation, authority for a Manager 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 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 Manager or any other
partnership, corporation, trust, association or other organization, appointing
it exclusive or nonexclusive distributor, principal underwriter or placement
agent 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 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,
placement agent, distributor or affiliate or agent of or for any partnership,
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 placement agreement, or
transfer, shareholder servicing or other agency contract may have been or may
hereafter be made, or that any such
-
10 -
organization,
or any parent or affiliate thereof, is a Shareholder or has an interest in
the
Trust, or that
(ii) any
partnership, corporation, trust, association or other organization with which
an
advisory or management contract or principal underwriter’s or distributor’s
contract, or placement agreement, or transfer, shareholder servicing 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, shareholder servicing or other agency 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 from voting upon or executing the same or create any
liability or accountability to the Trust or its Shareholders.
Section
8. Action
by Written Consent.
Except
as required by law, any action taken by Trustees may be taken without a meeting
if a majority of the Trustees (or such larger proportion thereof as shall be
required by any express provision of this Declaration of Trust or by the Bylaws)
consent to the action in writing and such written consents are filed with the
records of the meetings of Trustees. Such consent shall be treated for all
purposes as a vote taken at a meeting of Trustees.
ARTICLE
V
Shareholders’
Voting Powers and Meetings
Section
1. Voting
Powers.
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 amendment of this
Declaration of Trust to the extent and as provided in Article IX, Section 8,
(iii) to the same extent as the stockholders of a Massachusetts business
corporation as to whether or not a court action, proceeding or claim should
or
should not be brought or maintained derivatively or as a class action on behalf
of the Trust or the Shareholders, (iv) with respect to the termination of the
Trust or any Series to the extent and as provided in Article IX, Section 4,
and
(v) with respect to such additional matters relating to the Trust as may be
required by this Declaration of Trust, the Bylaws or any registration of the
Trust with the Commission (or any successor agency) or any state, or as the
Trustees may consider necessary or desirable. Each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote and each fractional
Share shall be entitled to a proportionate fractional vote. There shall be
no
cumulative voting in the election of Trustees. Shares may be voted in person
or
by proxy. 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 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 any time when
no
Shares of a Series or Class are outstanding the Trustees may exercise all rights
of Shareholders of that Series or Class with respect to matters affecting that
Series or Class and may with respect to that Series or Class take any action
required by law, this Declaration of Trust or the Bylaws to be taken by the
Shareholders.
-
11 -
Section
2. Voting
Power and Meetings.
Meetings of the Shareholders may be called by the Trustees for the purpose
of
electing Trustees as provided in Article IV, Section 1 and for such other
purposes as may be prescribed by law, by this Declaration of Trust or by the
Bylaws. Meetings of the Shareholders may also be called by the 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 seven days before such meeting, postage prepaid, stating
the time and place of the meeting, to each Shareholder at the Shareholder’s
address as it appears on the records of the Trust. Whenever notice of a meeting
is required to be given to a Shareholder under this Declaration of Trust or
the
Bylaws, a written waiver thereof, executed before or after the meeting by such
Shareholder or his 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 law, by the Bylaws or by this Declaration
of
Trust, 10% of the Shares entitled to vote shall constitute a quorum at a
Shareholders’ meeting. When any one or more Series or Class is to vote as a
single class separate from any other Shares which are to vote on the same
matters as a separate class or classes, 10% of the Shares of each such class
entitled to vote shall constitute a quorum at a Shareholder’s meeting of that
class. Any meeting of Shareholders may be adjourned from time to time by a
majority of the votes properly cast upon the question, whether or not a quorum
is present, and the meeting may be held as adjourned within a reasonable time
after the date set for the original meeting without further notice. When a
quorum is present at any meeting, a majority of the Shares 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 or the Bylaws or
by
law. If any question on which the Shareholders are entitled to vote would
adversely affect the rights of any Series or Class of Shares, the vote of a
majority (or such larger vote as is required as aforesaid) of the Shares of
such
Series or class which are entitled to vote, voting separately, shall be required
to decide such question.
Section
4. Action
by Written Consent.
Any
action taken by Shareholders may be taken without a meeting if Shareholders
holding a majority of the Shares 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 by the Bylaws) and/or 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 as the record date for determining the Shareholders
of
such Series or Class having the right to notice of and to vote at such a 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 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
-
12 -
fix
a
date, which shall be before the date for the payment of such dividend or such
other payment, 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 or Class
for all or 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
Bylaws may include further provisions for Shareholders’ votes and meetings and
related matters.
ARTICLE
VI
Net
Income, Distributions, and Redemptions and Repurchases
Section
1. Distributions
of Net Income.
The
Trustees shall each year, or more frequently if they so determine in their
sole
discretion, distribute to the Shareholders of each Series or Class, in shares
of
that Series or Class, cash or otherwise, an amount approximately equal to the
net income attributable to the assets belonging to such Series or Class and
may
from time to time distribute to the Shareholders of each Series or Class, in
shares of that Series or Class, cash or otherwise, such additional amounts,
but
only from the assets belonging to such Series (or allocable to such Class),
as
they may authorize. All dividends and distributions on Shares of a particular
Series or Class shall be distributed pro rata to the holders of that Series
or
Class in proportion to the number of Shares of that Series or Class held by
such
holders and recorded on the books of the Trust at the date and time of record
established for that payment of such dividend or distributions.
The
manner of determining net income, income, asset values, capital gains, expenses,
liabilities and reserves of any Series or Class may from time to time be altered
as necessary or desirable in the judgment of the Trustees to conform such manner
of determination to any other method prescribed or permitted by applicable
law.
Net income shall be determined by the Trustees or by such person as they may
authorize at the times and in the manner provided in the Bylaws. Determinations
of net income of any Series or Class and determination of income, asset values,
capital gains, expenses, and liabilities made by the Trustees, or by such person
as they may authorize, in good faith, shall be binding on all parties concerned.
The foregoing sentence shall not be construed to protect any Trustee, officer
or
agent of the Trust against any liability to the Trust or its security holders
to
which he 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.
If,
for
any reason, the net income of any Series or Class determined at any time is
a
negative amount, in the discretion of the Trustees the pro rata share of such
negative amount allocable to each Shareholder of such Series or Class may
constitute a liability of such Shareholder to that Series or Class which shall
be paid out of such Shareholder’s account at such times and in such manner as
the Trustees may from time to time determine (x) out of the accrued dividend
account of such Shareholder, (y) by reducing the number of Shares of that Series
or Class in the account of such Shareholder, or (z) otherwise.
-
13 -
Section
2. Redemptions
and Repurchases.
The
Trust shall purchase such Shares as offered by any Shareholder for redemption,
upon the presentation of a proper instrument of transfer together with a request
directed to the Trust or a person designated by the Trust that the Trust
purchase such Shares or in accordance with such other procedures for redemption
as the Trustees may from time to time authorize; and the Trust will pay therefor
the net asset value thereof, as determined in accordance with the Bylaws, the
1940 Act and the rules of the Commission. Payment for said Shares shall be
made
by the Trust to the Shareholder within seven days after the date on which the
request is made or in accordance with such other procedures, consistent with
the
1940 Act and the rules of the Commission, as the Trustees may from time to
time
authorize. The obligation set forth in this Section 2 is subject to the
provision that in the event that at 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
to
dispose of the investments of the applicable Series or to determine fairly
the
value of the net assets belonging to such Series or during any other period
permitted by order of the Commission for the protection of investors, such
obligations may be suspended or postponed by the Trustees. The Trust may also
purchase or repurchase Shares 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.
The
redemption price may in any case or cases be paid wholly or partly in kind
if
the Trustees determine that such payment is advisable in the interests of the
remaining Shareholders of the Series or Class the Shares of which are being
redeemed. In making any such payment wholly or partly in kind, the Trust shall,
so far as may be practicable, deliver assets which approximate the
diversification of all of the assets belonging at the time to the Series or
Class the Shares of which 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 be liable for any delay
of
any corporation or other person in transferring securities selected for delivery
as all or part of any payment in kind.
Section
3. Redemptions
at the Option of the Trust.
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 described in Section 1 of this
Article VI: (i) if at such time such Shareholder owns Shares of any Series
or
Class 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 equal to or in excess of a percentage determined from time to time by
the
Trustees of the outstanding Shares of the Trust or of any Series or
Class.
ARTICLE
VII
Compensation
and Limitation of Liability of Trustees
Section
1. Compensation.
The
Trustees as such shall be entitled to reasonable compensation from the Trust;
they may fix the amount of their compensation. Nothing herein shall in any
way
prevent the employment of any Trustee for advisory, management, legal,
accounting, investment banking or other services and payment of the same by
the
Trust.
-
14 -
Section
2. 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, Manager 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 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.
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 or
the
Trustees or any of them in connection with the Trust shall be conclusively
deemed to have been issued, executed or done only in or with respect to their
or
his capacity as Trustees or Trustee, and such Trustees or Trustee shall not
be
personally liable thereon.
ARTICLE
VIII
Indemnification
Section
1. Trustees,
Officers, Etc.
The
Trust shall indemnify each of its Trustees and officers (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 reasonably incurred by any Covered Person in connection with the defense
or
disposition of any action, suit or other proceeding, whether civil or criminal,
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 Covered 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
with
respect to any matter as to which such Covered Person shall have been finally
adjudicated in any such action, suit or other proceeding to be 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. Expenses, including counsel fees so incurred by any
such Covered Person (but excluding amounts paid in satisfaction of judgments,
in
compromise or as fines or penalties), shall 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, however, that
either (a) such Covered Person shall have provided appropriate security for
such
undertaking, (b) the Trust shall be insured against losses arising from any
such
advance payments or (c) either a majority of the disinterested Trustees acting
on the matter (provided that a majority of the disinterested Trustees then
in
office act on the matter), or independent legal counsel in a written opinion,
shall have determined, based upon a review of readily available facts (as
opposed to a full trial type inquiry) that there is reason to believe that
such
Covered Person will be found entitled to indemnification under this
Article.
Section
2. Compromise
Payment.
As to
any matter disposed of (whether by a compromise payment, pursuant to a consent
decree or otherwise) without an adjudication 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
-
15 -
negligence
or reckless disregard of the duties involved in the conduct of his or her
office, indemnification shall be provided if (a) approved, after notice that
it
involves such indemnification, by at least a majority of the disinterested
Trustees acting on the matter (provided that a majority of the disinterested
Trustees then in office act on the matter) upon a determination, based upon
a
review of readily available facts (as opposed to 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 his or her office, or (b) there has been
obtained an opinion in writing of independent legal counsel, based upon a review
of readily available facts (as opposed to a full trial type inquiry) to the
effect that such indemnification would not protect such Person against any
liability to the Trust to which he 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. 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.
Section
3. Indemnification
Not Exclusive.
The
right of indemnification hereby provided shall not be exclusive of or affect
any
other rights to which 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 Trustee” is a Trustee who is
not an “interested person” of the Trust as defined in Section 2(a)(19) of the
1940 Act (or who has been exempted from being an “interested person” by any
rule, regulation or order of the Commission), and against whom none of such
actions, suits or other proceedings 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 or 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 any such person; provided, however,
that the Trust shall not purchase or maintain any such liability insurance
in
contravention of applicable law, including without limitation the 1940
Act.
Section
4. Shareholders.
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 from
such liability, but only out of the assets of the particular Series of Shares
of
which he or she is or was a Shareholder.
ARTICLE
IX
Miscellaneous
Section
1. Trustees,
Shareholders, Etc. Not Personally Liable; Notice.
All
persons extending credit to, contracting with or having any claim against the
Trust or any Series shall
-
16 -
look
only
to the assets of the Trust or to the assets of that particular Series for
payment under such credit, contract or claim; and neither 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
on
behalf of the Trust by the Trustees, by any officers or officer or otherwise
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 Trustee or Trustees
or as officer or officers or otherwise 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 or upon the assets belonging to the Series for the benefit of which
the Trustees have caused the note, bond, contract, instrument, certificate
or
undertaking to be made or issued, and may contain such further recital as he
or
they may deem appropriate, but the omission of any such recital shall not
operate to bind any Trustee or Trustees or officer or officers or Shareholders
or any other person individually.
Section
2. Trustee’s
Good Faith Action, Expert Advice, No Bond or Surety.
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.
Section
3. Liability
of Third Persons Dealing with Trustees.
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.
Section
4. Termination
of Trust or Series.
Unless
terminated as provided herein, the Trust shall continue without limitation
of
time. The Trust may be terminated at any time by vote of at least 50% of the
Shares of each Series entitled to vote and voting separately by Series or by
the
Trustees by written notice to the Shareholders. Any Series may be terminated
at
any time by vote of at least 50% of the Shares of that Series or by the Trustees
by written notice to the Shareholders of that Series.
Upon
termination of the Trust (or any Series, as the case may be), after paying
or
otherwise providing for all charges, taxes, expenses and liabilities belonging,
severally, to each Series (or the applicable Series, as the case may be),
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 belonging, severally, to each Series
(or
the applicable Series, as the case may be), to distributable form in cash or
shares or other securities, or any combination thereof, and distribute the
proceeds belonging to each Series (or
-
17 -
the
applicable Series, as the case may be), to the Shareholders of that Series,
as a
Series, ratably according to the number of Shares of that Series held by the
several Shareholders on the date of termination.
Section
5. Merger
and Consolidation.
The
Trustees may cause the Trust to be merged into or with or consolidated with
another trust, corporation, limited partnership, limited liability company
or
other entity or its shares exchanged under or pursuant to any state or federal
statute, if any, or otherwise to the extent permitted by law, if such merger
or
consolidation or share exchange has been authorized by vote of a majority of
the
outstanding Shares, as such phrase is defined in the 1940 Act; provided that
in
all respects not governed by statute or applicable law, the Trustees shall
have
power to prescribe the procedure necessary or appropriate to accomplish a sale
of assets, merger or consolidation.
Section
6. Filing
of Copies, References, Headings.
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 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 of any such amendments. In this instrument and in any
such
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 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 of counterparts each of which shall be deemed an
original.
Section
7. Applicable
Law.
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 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.
Section
8. Amendments.
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 vote
of a
majority of the Shares entitled to vote, except that amendments described in
Article III, Section 5 hereof or 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.
-
18 -
IN
WITNESS WHEREOF, the initial Trustees do hereto set their hands on the dates
set
forth below.
|
/s/
Xxxxxx X. Xxxxxx
Xxxxxx
X. Xxxxxx
Residence
Address:
00000
Xxxxxx Xxxxxxx
Xxxxxxx,
XX 00000
Dated:
May 8, 2006
|
/s/
Xxxxxxx X. Xxxxxxx
Xxxxxxx
X. Xxxxxxx
Residence
Address
00
Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
Dated:
May 11, 2006
|
|
|
/s/
Xxxxxx Xxxxxxxxx
Xxxxxx
Xxxxxxxxx
Residence
Address:
0000
Xxxxxxxxxxx Xxx XX #000
Xxxxxxxxxx,
XX 00000
Dated:
May 9, 2006
|
/s/
Xxxxxx Xxxxxxxx
Xxxxxx
Xxxxxxxx
Residence
Address
000
Xxxxx Xxxxxxx Xx
Xxxxxx,
XX 00000
Dated:
May 9, 2006
|
The
address of the Trust is:
000
Xxxxxxx Xxxxxx
00xx
Xxxxx
Xxx
Xxxx,
XX 00000
-
19 -
Then
personally appeared before me Xxxxxx X. Xxxxxx, who acknowledged the foregoing
Agreement and Declaration of Trust to be his free act and deed.
Witness
my hand and notarial seal.
|
Dated:
May 8, 2006
|
/s/
Xxxx X. Xxxxxxxxxx
Notary
Public
|
|
Xxxx
X. Xxxxxxxxxx
Notary
Public, District of Columbia
My
commission expires April 14, 2009
|
-
20 -
Then
personally appeared before me Xxxxxxx X. Xxxxxxx, who acknowledged the foregoing
Agreement and Declaration of Trust to be his free act and deed.
Witness
my hand and notarial seal.
|
Dated:
May 11, 2006
|
/s/
Xxxxxxx X. Xxxxxxx
Notary
Public
|
|
Xxxxxxx
X. Xxxxxxx
Notary
Public
Commonwealth
of Massachusetts
My
commission expires February 9,
2012
|
-
21 -
Then
personally appeared before me Xxxxxx Xxxxxxxxx, who acknowledged the foregoing
Agreement and Declaration of Trust to be his free act and deed.
Witness
my hand and notarial seal.
|
Dated:
May 9, 2006
|
/s/
Xxxxxxx Xxxxx
Notary
Public
|
|
Xxxxxxx
Xxxxx
Notary
Public, District of Columbia
My
commission expires April 30, 2008
|
-
22 -
Then
personally appeared before me Xxxxxx Xxxxxxxx, who acknowledged the foregoing
Agreement and Declaration of Trust to be his free act and deed.
Witness
my hand and notarial seal.
|
Dated:
May 9, 2006
|
/s/
Xxxxxx X. Themes
Notary
Public
|
|
Xxxxxx
X. Themes
Notary
Public, District of Columbia
My
commission expires June 14, 2009
|
-
23
-
