AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF ABERDEEN FUNDS
Exhibit EX-99.a.1.a.
AMENDMENT NO. 1
TO
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF
WHEREAS, pursuant to Article III, Section 6 of the Amended and Restated Agreement and Declaration of Trust of Aberdeen Funds (the “Trust”) dated December 12, 2007 (the “Agreement”), the Board of Trustees of the Trust (the “Board”) may establish and designate additional Series or classes of Shares of the Trust by resolutions adopted by a majority of the Trustees on the Board, setting forth the establishment and designation of each such Series and/or class and the relative rights and preferences of each;
WHEREAS, pursuant to the authority granted in Article III, Section 6 of the Agreement, the Board adopted the resolutions attached hereto as Exhibit 1 at a duly convened meeting of the Board held on March 12, 2008, thereby establishing and designating four (4) new Series of the Trust;
WHEREAS, the Board also adopted the resolutions attached hereto as Exhibit 2 at the March 12, 2008 Board meeting, approving name changes for four (4) of the original 26 Series of the Trust identified under Schedule A of the Agreement;
WHEREAS, pursuant to Article IX, Section 1 of the Agreement, the Agreement may be restated and/or amended at any time by an instrument in writing signed by not less than a majority of Trustees on the Board; and
WHEREAS, the Board desires to amend the Agreement by deleting Schedule A in its entirety and replacing it with the Amended and Restated Schedule A attached hereto as Exhibit 3, which reflects the four (4) new Series and the new names for four (4) of the original 26 Series of the Trust;
NOW THEREFORE, BE IT:
RESOLVED, that pursuant to Article III, Section 6 of the Agreement, the resolutions set forth in Exhibit 1 and Exhibit 2 are hereby incorporated in the Agreement;
RESOLVED FURTHER, that Schedule A to the Agreement is hereby deleted in its entirety and replaced with the Amended and Restated Schedule A attached hereto as Exhibit 3, which reflects the four (4) new Series and the new names for four of the original 26 Series of the Trust; and
RESOLVED FURTHER, that this Amendment No. 1 may be executed by the Trustees in counterparts, which taken together, shall constitute one and the same document.
IN WITNESS WHEREOF, the undersigned Trustees of Aberdeen Funds do hereby approve this Amendment No. 1 to the Agreement as of March 12, 2008.
| /s/ P. Xxxxxx Xxxxxx | /s/ Xxxxxx X. Xxxxx | |||
| P. Xxxxxx Xxxxxx Trustee |
Xxxxxx X. Xxxxx Trustee | |||
| /s/ Xxxxxxx X. XxXxx | /s/ Xxxx Xxxxx | |||
| Xxxxxxx X. XxXxx Trustee |
Xxxx Xxxxx Trustee | |||
| /s/ Xxxxx X. Xxxxx | /s/ Xxxxxx Xxxxxxx | |||
| Xxxxx X. Xxxxx Trustee |
Xxxxxx Xxxxxxx Trustee | |||
| /s/ Xxxx X. Xxxxxx | /s/ Xxxx X. Xxxxxxxx | |||
| Xxxx X. Xxxxxx Trustee |
Xxxx X. Xxxxxxxx Trustee | |||
2
EXHIBIT 1
RESOLUTIONS ADOPTED ON MARCH 12, 2008
ESTABLISHMENT OF ADDITIONAL SERIES AND SHARE CLASSES OF ABERDEEN FUNDS
WHEREAS, pursuant to Article III, Section 6, of the Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”), the Trustees have the authority to establish and designate additional series of the Trust, and
WHEREAS, pursuant to Article III, Sections 1 and 6, of the Declaration of Trust, beneficial interests in the Trust may be divided into an unlimited number of transferable Shares and the Board may authorize the division of such Shares into separate series and the division of such series into separate classes, with such characteristics as the Board may determine;
NOW, THEREFORE, BE IT RESOLVED, that the Trust shall add two additional series (sometimes hereafter referred to as “Series” “Funds”) of Shares (each Series shall be comprised of an unlimited number of Shares) that are hereby established and designated as in the chart below; and it is further
RESOLVED, that a Share of each additional Series of the Trust shall represent a proportionate interest in and shall have equal rights with each other Share of a Series with respect to the assets of the Trust pertaining to the Series and shall have the rights, preferences, privileges and limitations as set forth in the Declaration of Trust; it is further
RESOLVED, that in accordance with Article III, Sections 1 and 6 of the Declaration of Trust, the initial classes of Shares of the additional Series of the Trust be, and hereby are, established and designated as:
| Funds |
Share Classes | |
| Aberdeen Emerging Markets Fund | Class A, Class C, Class R, Institutional Class and Institutional Service Class | |
| Aberdeen Core Fixed Income Fund | Class A, Class C, Class R, Institutional Class and Institutional Service Class | |
| Aberdeen Global Equity Fund | Class A, Class C, Class R, Institutional Class and Institutional Service Class | |
| Aberdeen Europe, Australasia and Far East (“EAFE”) Fund | Class A, Class C, Class R, Institutional Class and Institutional Service Class |
and an unlimited number of Shares are hereby classified and allocated to such classes of Shares (each, a “Class,” and together, the “Classes”) of each additional Series of the Trust; and it is further
RESOLVED, that a Share of each Class of each Series of the Trust shall represent a proportionate interest in and shall have equal rights with each other Share of such Class of such Series with respect to the assets of the Trust pertaining to such Series and shall have the rights, preferences, privileges and limitations as set forth in the Declaration of Trust, provided that:
| 1. | The dividends and distributions of investment income and capital gains with respect to Shares of the Series or Classes shall be in such amounts as may be declared from time to time by the Board (or declared and paid in accordance with a formula adopted by the Board or delegated authority by the Board), and such dividends and distributions may vary with respect to such Series or Classes from the dividends and distributions of investment income and capital gains with respect to the other Series or Classes of the Trust, to reflect charges of any pro rata portion of distribution expenses paid pursuant to a Distribution Plan adopted by the Trust on behalf of the Series or Class, as applicable, in accordance with Rule 12b-1 under the 1940 Act (or any successor thereto) (a “Distribution Plan”), to reflect charges of any pro rata portion of administrative service expenses paid pursuant to an Administrative Services Plan adopted by the Trust on behalf of the Series or Class, as applicable, or to reflect differing allocations of the expenses of the Trust among the Series or Classes and any resultant difference |
| among the net asset values per share of the Series or Classes, to such extent and for such purposes as the Board may deem appropriate. The allocation of investment income, capital gains, expenses and liabilities of the Series among its Classes of Shares shall be determined by the Board in a manner that is consistent with the Multiple Class Plan adopted by the Trust in accordance with Rule 18f-3 under the 1940 Act. |
| 2. | Except as may otherwise be required by law, pursuant to any applicable order, rule or interpretation issued by the SEC, or otherwise, the holders of Shares of the Series or any of its Classes shall have (i) exclusive voting rights with respect to any matter submitted to a vote of shareholders that affects only holders of Shares of such Series or such Class, including, without limitation, the provisions of any Distribution Plan applicable to Shares of such Series or such Class; (ii) voting rights with respect to the provisions of any Distribution Plan that may in the future (as a result of any conversion of said Class of Shares or otherwise) affect said Class of Shares; and (iii) no voting rights with respect to the provisions of any Distribution Plan applicable to any other Series or Class of the Fund or with regard to any other matter submitted to a vote of shareholders that does not now or in the future affect holders of Shares of such Series or such Class; and it is further |
RESOLVED, that the Board hereby approves an appropriately numbered amendment to the Amended and Restated Declaration of Trust in the form presented to this meeting to establish and create Class A, Class C, Class R, Institutional Class and Institutional Service Class Shares of the Aberdeen Emerging Markets Fund, Aberdeen Core Fixed Income Fund, Aberdeen Global Equity Fund and Aberdeen Europe, Australasia and Far East (“EAFE”) Fund.
EXHIBIT 2
RESOLUTIONS ADOPTED ON MARCH 12, 2008
RATIFICATION OF FUND NAME CHANGES
RESOLVED, that the changes in the names of the following Aberdeen Funds are ratified, confirmed and approved:
Aberdeen Health Sciences Fund (formerly Aberdeen Global Health Sciences Fund)
Aberdeen Natural Resources Fund (formerly Aberdeen Global Natural Resources Fund)
Aberdeen Technology and Communications Fund (formerly Aberdeen Global Technology and Communications Fund)
Aberdeen Select Mid Cap Growth Fund (formerly Aberdeen Mid Cap Growth Fund); and it if further
RESOLVED, that the proper officers of the Trust and Aberdeen Asset Management Inc. be, and there hereby are, authorized and instructed to take such actions as they, in consultation with counsel, shall deem necessary or appropriate to implement the foregoing resolutions, including the preparation and execution of any additional documents, certificates and other papers, such as amendments to the Trust’s charter documents, registration statement or marketing materials, the filing of such documents as may be necessary with the U.S. Securities and Exchange Commission, state regulators, or self-regulatory organizations or other appropriate authorities and amending certain agreements into which the Trust has entered.
EXHIBIT 3
[See attached.]
Amended and Restated
Schedule A - Series of the Trust
Adopted as of March 12, 2008
Aberdeen Small Cap Fund
Aberdeen Natural Resources Fund
Aberdeen Select Mid Cap Growth Fund
Aberdeen Tax-Free Income Fund
Aberdeen Hedged Core Equity Fund
Aberdeen Select Growth Fund
Aberdeen Technology and Communications Fund
Aberdeen Health Sciences Fund
Aberdeen Global Financial Services Fund
Aberdeen Select Equity Fund
Aberdeen Equity Long-Short Fund
Aberdeen Small Cap Value Fund
Aberdeen Small Cap Opportunities Fund
Aberdeen Market Neutral Fund
Aberdeen Small Cap Growth Fund
Aberdeen Select Small Cap Fund
Aberdeen China Opportunities Fund
Aberdeen Developing Markets Fund
Aberdeen International Equity Fund
Aberdeen Select Worldwide Fund
Aberdeen Global Utilities Fund
Aberdeen Optimal Allocations Fund: Moderate
Aberdeen Optimal Allocations Fund: Moderate Growth
Aberdeen Optimal Allocations Fund: Growth
Aberdeen Optimal Allocations Fund: Specialty
Aberdeen Optimal Allocations Fund: Defensive
Aberdeen Emerging Markets Fund
Aberdeen Core Fixed Income Fund
Aberdeen Global Equity Fund
Aberdeen Europe, Australasia and Far East (“EAFE”) Fund
