EXHIBIT 2(a)(ii)
UM ALTERNATIVE INVESTMENT TRUST
AMENDMENT NO. 1 TO
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being all of the trustees of UM Alternative Investment
Trust (the "Trust"), a Massachusetts business trust created and existing under
an Agreement and Declaration of Trust dated November 12, 2001 (the "Agreement
and Declaration of Trust"), a copy of which is on file in the Offices of the
Secretary of The Commonwealth of Massachusetts and the Clerk of the City of
Boston, having deemed it advisable and consistent with the fair and equitable
treatment of the sole shareholder of the Trust that the Declaration of Trust be
amended as set forth below, do hereby direct that this Amendment No. 1 be filed
with the Secretary of The Commonwealth of Massachusetts and the Clerk of the
City of Boston and do hereby consent to and adopt the following amendment to the
Agreement and Declaration of Trust:
1. Section 1 of Article I of the Agreement and Declaration of Trust is
amended and restated in its entirety to read as follows:
"This Trust shall be known as "UM Investment Trust," 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."
2. The second paragraph of Section 1 of Article IV of the Agreement and
Declaration of Trust is amended and restated in its entirety to read as follows:
"No natural person shall serve as Trustee after the holders of
record of not less than two-thirds of the outstanding Shares have
declared that such Trustee be removed from that office either by
declaration in writing filed with the Trust's custodian or by votes
cast in person or by proxy at a meeting called for the purpose. The
Trustees shall promptly call a meeting of Shareholders for the purpose
of voting upon the question of removal of any Trustee when requested to
do so in writing by the record holders of not less than ten percent
(10%) of the outstanding Shares.
Whenever ten or more Shareholders of record, who have been
such for at least six months preceding the date of application and who
hold Shares in the aggregate having a net asset value of at least one
percent (1%) of the outstanding Shares, shall apply to the Trustees in
writing, stating that they wish to communicate with other Shareholders
with a view to obtaining signatures to request a meeting pursuant to
this Section and accompanied by a form of communication and request
which they wish to transmit, the Trustees shall within five business
days after receipt of such application either (a) afford to such
applicants access to a list of the names and addresses of all
Shareholders as recorded on the books of the Trust; or (b) inform such
applicants as to the approximate cost of mailing to all Shareholders
the proposed communication and form of request. If the Trustees elect
to follow the course specified in clause (b), the Trustees, upon the
written request of such applicants, accompanied by a tender of the
material to be mailed and of the reasonable expenses of mailing, shall,
with reasonable promptness, mail such material to all Shareholders of
record at their addresses as recorded on the books of the Trust, unless
within five business days after such tender the Trustees shall mail to
such applicants and file with the Commission, together with a copy of
the material proposed to be mailed, a written statement signed by at
least a majority of the Trustees to the effect that in their opinion
either such material contains untrue statements of fact or omits to
state facts necessary to make the statements contained therein not
misleading, or would be in violation of applicable law, and specifying
the basis of such opinion. If the Commission shall enter an order
refusing to sustain any of the objections specified in the written
statement so filed, or if, after the entry of an order sustaining one
or more of such objections, the Commission shall find, after notice and
opportunity for hearing, that all objections so sustained have been
met, and shall enter an order so declaring, the Trustees shall mail
copies of such material to all Shareholders with reasonable promptness
after the entry of such order and the renewal of such tender.
Any Trustee may be removed from office by the Trustees only
for "Cause" (as hereinafter defined) and only by written instrument,
signed by at least seventy-five percent (75%) of the remaining
Trustees, specifying the date when such removal shall become effective.
"Cause" for these purposes shall require willful misconduct, dishonesty
or fraud on the part of the Trustee in the conduct of his office or
such Trustee being convicted of a felony."
The foregoing amendment shall become effective upon execution by the
undersigned trustees. This amendment may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute one instrument.
The address for all of the trustees is c/o Ropes & Xxxx, Xxx
Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000.
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IN WITNESS WHEREOF, each of the undersigned Trustees as aforesaid do
hereto set their hands this 10th day of December, 2001.
XXXX X. XXXXXX
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Xxxx X. Xxxxxx
XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
XXXXXX X. XXXXXXXXXX
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Xxxxxx X. Xxxxxxxxxx
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