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EXHIBIT 3.01
DECLARATION AND AGREEMENT OF TRUST
OF
XXXXXXXX ASSET ALLOCATION TRUST
THIS Declaration and Agreement of Trust of Xxxxxxxx Asset Allocation
Trust, dated as of May 1, 2000 (this "Agreement"), is entered into by and
between Xxxxxxxx & Company, Inc., a Maryland corporation, as managing owner (the
"Managing Owner"), and First Union Trust Company, National Association, a
national banking association, as trustee (the "Trustee"). The Managing Owner and
the Trustee hereby agree as follows:
1. Name. The name of the trust formed hereby is Xxxxxxxx Asset
Allocation Trust (the "Trust").
2. Creation of Trust. The Trustee hereby acknowledges that the
Trust has received the sum of $2,000 in an account in the name of the Trust from
the Managing Owner as a grantor of the Trust, which shall constitute the initial
trust estate. The Trustee hereby declares that the trust estate will be held in
trust for the Managing Owner. It is the intention of the parties hereto that the
Trust created hereby constitutes a business trust under Chapter 38 of Title 12
of the Delaware Code, 12 Del. C. Section 3801, et seq., as amended from time to
time (the "Act"), and that this document constitutes the governing instrument of
the Trust. The Trustee is hereby authorized and directed to file a certificate
of trust with the Delaware Secretary of State.
3. Powers of the Managing Owners and the Trustee. The duty and
authority of the Trustee to manage the business and affairs of the Trust is
hereby delegated to the Managing Owner. The Trustee shall have only the rights,
obligations and liabilities specifically provided for herein and in the Act and
shall have no implied rights, obligations and liabilities with respect to the
business or affairs of the Trust. The Trustee shall not have any duty or
obligation hereunder or with respect to the activities of the Trust or the trust
estate, except as otherwise required by applicable law.
4. Power to Resign. The Trustee may resign at any time by 60 days'
notice in writing delivered to the Trust.
5. Indemnification. The Managing Owner shall indemnify and hold
harmless the Trustee, its affiliates and all officers, directors, stockholders,
employees, representatives and agents of the Trustee (each, a "Covered Person"),
from and against any loss, damage or claim imposed on, incurred by or asserted
at any time against such Covered Person in any way relating to or arising out of
this Agreement, the administration of the trust estate or the action or inaction
of such Covered Person hereunder, except that no such Covered Person shall be
entitled to indemnification for losses, damages, or claims arising or resulting
from its own bad faith, willful misconduct, gross negligence or reckless
disregard of its duties and obligations hereunder.
6. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all which shall constitute one in
the same instrument.
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7. Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Delaware, all rights
and remedies being governed by such laws.
IN WITNESS WHEREOF, the parties hereto have executed this Declaration
and Agreement of Trust as of the date and year first above written.
XXXXXXXX & COMPANY, INC.,
as Managing Owner
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION
as Trustee
By: /s/ XXXXXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
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