Exhibit No. 24(b)(1)
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
(formerly, SSL-1993-6)
Amended and Restated Agreement and Declaration of Trust
THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST, made this
5th day of May, 1997, hereby amends and restates in its entirety the Agreement
and Declaration of Trust made at Boston, Massachusetts, dated May 14, 1993, by
the Trustee hereunder (hereinafter with any additional and successor trustees
referred to as the "Trustees") and by the holders of shares of beneficial
interest to be issued hereunder as hereinafter provided.
W I T N E S S E T H :
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 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, whether or not certificated, in this Trust as
hereinafter set forth.
ARTICLE I
Name and Definitions
Section 1. Name. This Trust shall be known as "Dreyfus Institutional
Preferred Money Market Fund."
Section 2. Definitions. Whenever used herein, unless otherwise
required by the context or specifically provided:
(a) The term "Commission" shall have the meaning provided in the 1940
Act;
(b) The "Trust" refers to the Massachusetts business trust established
by this Agreement and Declaration of Trust, as amended from time to time;
(c) "Shareholder" means a record owner of Shares of the Trust;
(d) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided from
time to time or, if more than one series or class of Shares is authorized by
the Trustees, the eq ual proportionate transferable units into which each
series or class of Shares shall be divided from time to time, and includes a
fraction of a Share as well as a whole Share;
(e) The "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 term "Manager" is defined in Article IV, Section 5;
(g) The term "Person" shall mean an individual or any corporation,
partnership, joint venture, trust or other enterprise;
(h) "Declaration of Trust" shall mean this Agreement and Declaration
of Trust as amended or restated from time to time;
(i) "Bylaws" shall mean the Bylaws of the Trust as amended from time
to time;
(j) The term "series" or "series of Shares" refers to the one or more
separate investment portfolios of the Trust into which the assets and
liabilities of the Trust may be divided and the Shares of the Trust
representing the beneficial inter est of Shareholders in such respective
portfolios; and
(k) The term "class" or "class of Shares" refers to the division of
Shares representing any series into two or more classes as
provided in Article III, Section 1 hereof.
ARTICLE II
Purposes of Trust
This Trust is formed for the following purpose or purposes:
(a) to conduct, operate and carry on the business of an investment
company;
(b) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, lend, write options on,
exchange, distribute or otherwise dispose of and deal in and with securities of
every nature, kind, ch aracter, type and form, including, without limitation of
the generality of the foregoing, all types of stocks, shares, futures
contracts, bonds, debentures, notes, bills and other negotiable or non-
negotiable instruments, obligations, evidences of in terest, certificates of
interest, certificates of participation, certificates, interests, evidences of
ownership, guarantees, warrants, options or evidences of indebtedness issued or
created by or guaranteed as to principal and interest by any state or local
government or any agency or instrumentality thereof, by the United States
Government or any agency, instrumentality, territory, district or possession
thereof, by any foreign government or any agency, instrumentality, territory,
district or possession thereof, by any corporation organized under the laws of
any state, the United States or any territory or possession thereof or under
the laws of any foreign country, bank certificates of deposit, bank time
deposits, bankers' acceptances an d commercial paper; to pay for the same in
cash or by the issue of stock, including treasury stock, bonds or notes of the
Trust or otherwise; 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, firms, associations or corporations to exercise any of said righ ts,
powers and privileges in respect of any said instruments;
(c) to borrow money or otherwise obtain credit and to secure the same
by mortgaging, pledging or otherwise subjecting as security the assets of the
Trust;
(d) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, transfer, and otherwise deal in, Shares including
Shares in fractional denominations, and to apply to any such repurchase,
redemption, retire ment, cancellation or acquisition of Shares any funds or
other assets of the appropriate series or class of Shares, whether capital or
surplus or otherwise, to the full extent now or hereafter permitted by the laws
of The Commonwealth of Massachusett s;
(e) to conduct its business, promote its purposes, and carry on its
operations in any and all of its branches and maintain offices both within and
without The Commonwealth of Massachusetts, in any and all States of the United
States of Ameri ca, in the District of Columbia, and in any other parts of the
world; and
(f) to do all and everything necessary, suitable, convenient, or
proper for the conduct, promotion, and attainment of any of the businesses and
purposes herein specified or which at any time may be incidental thereto or may
appear conducive to or expedient for the accomplishment of any of such
businesses and purposes and which might be engaged in or carried on by a Trust
organized under the Massachusetts General Laws, and to have and exercise all of
the powers conferred by the laws of T he Commonwealth of Massachusetts upon a
Massachusetts business trust.
The foregoing provisions of this Article II shall be construed both as
purposes and powers and each as an independent purpose and power.
ARTICLE III
Beneficial Interest
Section 1. Shares of Beneficial Interest. The Shares of the Trust
shall be issued in one or more series as the Trustees may, without Shareholder
approval, authorize. Each series shall be preferred over all other series in
respect of the as sets allocated to that series and shall represent a separate
investment portfolio of the Trust. The beneficial interest in each series at
all times shall be divided into Shares, with or without par value as the
Trustees may from time to time determi ne, each of which shall, except as
provided in the following sentence, represent an equal proportionate interest
in the series with each other Share of the same series, none having priority or
preference over another. The Trustees may, without Share holder approval,
divide Shares of any series into two or more classes, Shares of each such class
having such preferences and special or relative rights and privileges
(including conversion rights, if any) as the Trustees may determine. The
number of Shares authorized shall be unlimited, and the Shares so authorized
may be represented in part by fractional shares. From time to time, the
Trustees may divide or combine the Shares of any series or class into a greater
or lesser number without ther xxx changing the proportionate beneficial
interests in the series or class.
Section 2. Ownership of Shares. The ownership of Shares will be
recorded in the books of the Trust or a transfer agent. The record books of
the Trust or any transfer agent, as the case may be, shall be conclusive as to
who are the holders of Shares of each series and class and as to the number of
Shares of each series and class held from time to time by each. No
certificates certifying the ownership of Shares need be issued except as the
Trustees may otherwise determine from time to time.
Section 3. Issuance of Shares. The Trustees are authorized, from time
to time, to issue or authorize the issuance of Shares at not less than the par
value thereof, if any, and to fix the price or the minimum price or the
consideration (in c ash and/or such other property, real or personal, tangible
or intangible, as from time to time they may determine) or minimum
consideration for such Shares. Anything herein to the contrary
notwithstanding, the Trustees may issue Shares pro rata to t he Shareholders of
a series at any time as a stock dividend, except to the extent otherwise
required or permitted by the preferences and special or relative rights and
privileges of any classes of Shares of that series, and any stock dividend to
the Shareholders of a particular class of Shares shall be made to such
Shareholders pro rata in proportion to the number of Shares of such class held
by each of them.
All consideration received by the Trust for the issue or sale of Shares
of each series, together with all income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange or liquidation
thereof, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall belong irrevocably to the
series of Shares with respect to which the same were received by the Trust for
all purposes, subject only to the rights of creditors, and shall be so handled
upon the books of account of the Trust and are herein referred to as "assets
of" such series.
Shares may be issued in fractional denominations to the same extent as
whole Shares, and Shares in fractional denominations shall be Shares having
proportionately to the respective fractions represented thereby all the rights
of whole Shares, including, without limitation, the right to vote, the right
to receive dividends and distributions, and the right to participate upon
liquidation of the Trust or of a particular series of Shares.
Section 4. No Preemptive Rights; Derivative Suits. Shareholders shall
have no preemptive or other right to subscribe for any additional Shares or
other securities issued by the Trust. No action may be brought by a Shareholder
on behalf of t he Trust or a series unless a prior demand regarding such matter
has been made on the Trustees and the Shareholders of the Trust or such series.
Section 5. 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 t o 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 Shareho lder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but only to the
rights of said decedent under this Trust. Ownership of Shares shall not
entitle the Shareholder to any title in or to the whole or a ny 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. Neither the Trust nor the Trustees, nor any officer, employee or
agent of the Trust shall have any power to bind any Shareholder or Trustee
personally or to call upon any Shareholder for the payment of any sum of money
or assessment whatsoever other than such as the Shareholder at any time
personally may agree to pay by way of subscription for any Shares or
otherwise. Every note, bond, contract or other undertaking issued by or on
behalf of the Trust shall include a recitation limiting the obligation
represented thereby to the Trust and its assets or the assets of a particular
series (but the omission of such a recitation shall not operate to bind any
Shareholder or Trustee personally).
ARTICLE IV
Trustees
Section 1. Election. A Trustee may be elected either by the Trustees
or the Shareholders. The Trustees named herein shall serve until the first
meeting of the Shareholders or until the election and qualification of their
successors. Prior to the first meeting of Shareholders the initial Trustees
hereunder may elect additional Trustees to serve until such meeting and until
their successors are elected and qualified. The Trustees also at any time may
elect Trustees to fill vacancies i n the number of Trustees. The number of
Trustees shall be fixed from time to time by the Trustees and, at or after the
commencement of the business of the Trust, shall be not less than three. Each
Trustee, whether named above or hereafter becoming a Trustee, shall serve as a
Trustee during the lifetime of this Trust, until such Trustee dies, resigns,
retires, or is removed, or, if sooner, until the next meeting of Shareholders
called for the purpose of electing Trustees and the election and qu
alification of his successor. Subject to Section 16(a) of the 1940 Act, the
Trustees may elect their own successors and, pursuant to this Section, may
appoint Trustees to fill vacancies.
Section 2. Powers. The Trustees shall have all powers necessary or
desirable to carry out the purposes of the Trust, including, without
limitation, the powers referred to in Article II hereof. Without limiting the
generality of the foregoi ng, the Trustees may adopt By-Laws not inconsistent
with this Declaration of Trust providing for the conduct of the business of the
Trust and may amend and repeal them to the extent that they do not reserve that
right to the Shareholders; they may fi ll vacancies in their number, including
vacancies resulting from increases in their own number, and may elect and
remove such officers and employ, appoint and terminate such employees or agents
as they consider appropriate; they may appoint from thei r own number and
terminate any one or more committees; 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 fo r the central handling of securities, retain a transfer agent and a
Shareholder servicing agent, or both, provide for the distribution of Shares
through a principal underwriter or otherwise, set record dates, and in general
delegate such authority as they consider desirable (including, without
limitation, the authority to purchase and sell securities and to invest funds,
to determine the net income of the Trust for any period, the value of the total
assets of the Trust and the net asset value of each Share, and to execute such
deeds, agreements or other instruments either in the name of the Trust or the
names of the Trustees or as their attorney or attorneys or otherwise as the
Trustees from time to time may deem expedient) to any officer o f the Trust,
committee of the Trustees, any such employee, agent, custodian or underwriter
or to any Manager.
Without limiting the generality of the foregoing, the Trustees shall
have full power and authority:
(a) To invest and reinvest cash and to hold cash uninvested;
(b) 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, gra nting to such person or persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;
(c) To hold any security or property in a form not indicating any
trust whether in bearer, unregistered or other negotiable form or in the name
of the Trust or a custodian, subcustodian or other depository or a nominee or
nominees or otherwi se;
(d) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of which
is held in the Trust; to consent to any contract, lease, mortgage, purchase or
sale of property by such corporation or concern, and to pay calls or
subscriptions with respect to any security held in the Trust;
(e) 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 committe e, depositary or trustee as the Trustees shall
deem proper;
(f) 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;
(g) Subject to the provisions of Article III, Section 3, to allocate
assets, liabilities, income and expenses of the Trust to a particular series of
Shares or to apportion the same among two or more series, provided that any
liabilities or e xpenses incurred by a particular series of Shares shall be
payable solely out of the assets of that series; and to the extent necessary or
appropriate to give effect to the preferences and special or relative rights
and privileges of any classes of S hares, to allocate assets, liabilities,
income and expenses of a series to a particular class of Shares of that series
or to apportion the same among two or more classes of Shares of that series;
(h) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;
(i) 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 payme nt of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers or Managers, 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 Shareholder, Truste e,
officer, employee, agent, investment adviser or Manager, 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 inde mnify such person against such liability; and
(j) To pay pensions for faithful service, 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, t rusts 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.
Further, without limiting the generality of the foregoing, the Trustees
shall have full power and authority to incur and pay out of the principal or
income of the Trust such expenses and liabilities as may be deemed by the
Trustees to be nece ssary or proper for the purposes of the Trust; provided,
however, that all expenses and liabilities incurred by or arising in connection
with a particular series of Shares, as determined by the Trustees, shall be
payable solely out of the assets of t hat series.
Any determination made in good faith and, so far as accounting matters
are involved, in accordance with generally accepted accounting principles by or
pursuant to the authority granted by the Trustees, as to the amount of the
assets, debts, o bligations or liabilities of the Trust or a particular series
or class of Shares; the amount of any reserves or charges set up and the
propriety thereof; the time of or purpose for creating such reserves or
charges; the use, alteration or cancellatio n of any reserves or charges
(whether or not any debt, obligation or liability for which such reserves or
charges shall have been created shall have been paid or discharged or shall be
then or thereafter required to be paid or discharged); the price or closing bid
or asked price of any investment owned or held by the Trust or a particular
series; the market value of any investment or fair value of any other asset of
the Trust or a particular series; the number of Shares outstanding; the
estimate d expense to the Trust or a particular series in connection with
purchases of its Shares; the ability to liquidate investments in an orderly
fashion; and the extent to which it is practicable to deliver a cross-section
of the portfolio of the Trust o r a particular series in payment for any such
Shares, or as to any other matters relating to the issue, sale, purchase and/or
other acquisition or disposition of investments or Shares of the Trust or a
particular series, shall be final and conclusive , and shall be binding upon
the Trust or such series and its Shareholders, past, present and future, and
Shares are issued and sold on the condition and understanding that any and all
such determinations shall be binding as aforesaid.
Section 3. Meetings. At any meeting of the Trustees, a majority of
the Trustees then in office shall constitute a quorum. Any meeting may be
adjourned from time to time by a majority of the votes cast upon the question,
whether or not a quo rum is present, and the meeting may be held as adjourned
without further notice.
When a quorum is present at any meeting, a majority of the Trustees
present may take any action, except when a larger vote is required by this
Declaration of Trust, the By-Laws or the 1940 Act.
Any action required or permitted to be taken at any meeting of the
Trustees or of any committee thereof may be taken without a meeting, if a
written consent to such action is signed by a majority of the Trustees or
members of any such committ ee then in office, as the case may be, and such
written consent is filed with the minutes of proceedings of the Trustees or any
such committee.
The Trustees or any committee designated by the Trustees may
participate in a meeting of the Trustees or such committee by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
Section 4. Ownership of Assets of the Trust. Title to all of the
assets of each series of Shares of the Trust at all times shall be considered
as vested in the Trustees.
Section 5. Investment Advice and Management Services. 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 from time to time may enter
into a writte n contract or contracts with any person or persons (herein called
the "Manager"), including any firm, corporation, trust or association in which
any Trustee or Shareholder may be interested, to act as investment advisers
and/or managers of the Trust and to provide such investment advice and/or
management as the Trustees from time to time may consider necessary for the
proper management of the assets of the Trust, including, without limitation,
authority to determine from time to time what invest ments 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. Any
such contract shall be subject to the requirements of the 1940 Act wi th
respect to its continuance in effect, its termination and the method of
authorization and approval of such contract, or any amendment thereto or
renewal thereof.
Any Trustee or any organization with which any Trustee may be
associated also may act as broker for the Trust in making purchases and sales
of securities for or to the Trust for its investment portfolio, and may charge
and receive from the Tr ust the usual and customary commission for such
service. Any organization with which a Trustee may be associated in acting as
broker for the Trust shall be responsible only for the proper execution of
transactions in accordance with the instructions of the Trust and shall be
subject to no further liability of any sort whatever.
The Manager, or any affiliate thereof, also may be a distributor for
the sale of Shares by separate contract or may be a person controlled by or
affiliated with any Trustee or any distributor or a person in which any Trustee
or any distributo r is interested financially, subject only to applicable
provisions of law. Nothing herein contained shall operate to prevent any
Manager, who also acts as such a distributor, from also receiving compensation
for services rendered as such distributor .
Section 6. Removal and Resignation of Trustees. The Trustees or the
Shareholders (by vote of 66-2/3% of the outstanding Shares entitled to vote
thereon) may remove at any time any Trustee with or without cause, and any
Trustee may resign at any time as Trustee, without penalty by written notice
to the Trust; provided that sixty days' advance written notice shall be given
in the event that there are only three or fewer Trustees at the time a notice
of resignation is submitted.
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, of
this Declaration of Trust; provided, however, that no meeting of Shareholders
is required to be called for the purpose of electing Trustees unless and until
such time as less than a majority of the Trustees have been elected by the
Shareholders, (ii) for the removal of Trustees as provided in Article IV,
Section 6, (iii) with respect to any Manager as provided in Article IV, Section
5, (iv) with respect to any amendment of this Declaration of Trust as provided
in Article IX, Section 9, (v) with respect to a consolidation, merger or
certain sales of assets as provided in Article IX, Sect ion 5, (vi) with
respect to the termination of the Trust or a series of Shares as provided in
Article IX, Section 6, and (vii) with respect to such additional matters
relating to the Trust as may be required by law, by this Declaration of Trust,
or t he By-Laws of the Trust or any registration of the Trust with the
Commission or any state, or as the Trustees may consider desirable. Each whole
Share shall be entitled to one vote as to any matter on which it is entitled to
vote (except that in the election of Trustees said vote may be cast for as many
persons as there are Trustees to be elected), and each fractional Share shall
be entitled to a proportionate fractional vote. Notwithstanding any other
provision of this Declaration of Trust, o n any matter submitted to a vote of
Shareholders, all Shares of the Trust then entitled to vote shall be voted by
individual series, except (i) when required by the 1940 Act, Shares shall be
voted in the aggregate and not by individual series and (ii ) when the Trustees
have determined that the matter affects only the interests of one or more
series or class, or as otherwise required by applicable law, then only
Shareholders of such series or class shall be entitled to vote thereon. 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 pro ving invalidity shall rest on the
challenger. Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required by law, this Declaration of Trust
or any By-Laws of the Trust to be taken by Shareholders.
Section 2. Meetings. Meetings of the Shareholders may be called by
the Trustees or such other person or persons as may be specified in the By-Laws
and shall be called by the Trustees upon the written request of Shareholders
owning at least 30% of the outstanding Shares entitled to vote. Shareholders
shall be entitled to at least ten days' prior notice of any meeting.
Section 3. Quorum and Required Vote. Thirty percent (30%) of the
outstanding Shares shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of this
Declaration of Trust permits or requires that holders of any series or class
shall vote as a series or class, then thirty percent (30%) of the aggregate
number of Shares of that series or class entitled to vote shall be necessary
to constitute a quorum for the transaction of bu siness by that series or
class. Any lesser number, however, shall be sufficient for adjournment and
any adjourned session or sessions may be held within 90 days after the date
set for the original meeting without the necessity of further notice. Ex cept
when a larger vote is required by any provision of this Declaration of Trust
or the By-Laws of the Trust and subject to any applicable requirements of law,
a majority of the Shares voted shall decide any question and a plurality shall
elect a Tr ustee, provided that where any provision of law or of this
Declaration of Trust permits or requires that the holders of any series or
class shall vote as a series or class, then a majority of the Shares of that
series or class voted on the matter (or a plurality with respect to the
election of a Trustee) shall decide that matter insofar as that series or
class is concerned.
Section 4. Action by Written Consent. Any action required or
permitted to be taken at any meeting may be taken without a meeting if a
consent in writing, setting forth such action, is signed by a majority of
Shareholders entitled to vote on the subject matter thereof (or such larger
proportion thereof as shall be required by any express provision of this
Declaration of Trust) and such consent is filed with the records of the Trust.
Section 5. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters.
ARTICLE VI
Distributions and Redemptions
Section 1. Distributions. The Trustees shall distribute periodically
to the Shareholders of each series of Shares an amount approximately equal to
the net income of that series, determined by the Trustees or as they may
authorize and as her ein provided. Distributions of income may be made in one
or more payments, which shall be in Shares, cash or otherwise, and on a date or
dates and as of a record date or dates determined by the Trustees. At any time
and from time to time in their d iscretion, the Trustees also may cause to be
distributed to the Shareholders of any one or more series as of a record date
or dates determined by the Trustees, in Shares, cash or otherwise, all or part
of any gains realized on the sale or disposition of the assets of the series or
all or part of any other principal of the Trust attributable to the series.
Each distribution pursuant to this Section 1 shall be made ratably according to
the number of Shares of the series held by the several Shareh olders on the
record date for such distribution, except to the extent otherwise required or
permitted by the preferences and special or relative rights and privileges of
any classes of Shares of that series, and any distribution to the Shareholders
of a particular class of Shares shall be made to such Shareholders pro rata in
proportion to the number of Shares of such class held by each of them. No
distribution need be made on Shares purchased pursuant to orders received, or
for which payment i s made, after such time or times as the Trustees may
determine.
Section 2. Determination of Net Income. In determining the net income
of each series or class of Shares for any period, there shall be deducted from
income for that period (a) such portion of all charges, taxes, expenses and
liabilities due or accrued as the Trustees shall consider properly chargeable
and fairly applicable to income for that period or any earlier period and (b)
whatever reasonable reserves the Trustees shall consider advisable for
possible future charges, taxes, expens es and liabilities which the Trustees
shall consider properly chargeable and fairly applicable to income for that
period or any earlier period. The net income of each series or class for any
period may be adjusted for amounts included on account of net income in the
net asset value of Shares issued or redeemed or repurchased during that
period. In determining the net income of a series or class for a period
ending on a date other than the end of its fiscal year, income may be
estimated as the Trustees shall deem fair. Gains on the sale or disposition
of assets shall not be treated as income, and losses shall not be charged
against income unless appropriate under applicable accounting principles,
except in the exercise of the discretionar y powers of the Trustees. Any
amount contributed to the Trust which is received as income pursuant to a
decree of any court of competent jurisdiction shall be applied as required by
the said decree.
Section 3. Redemptions. Any Shareholder shall be entitled to require
the Trust to redeem and the Trust shall be obligated to redeem at the option
of such Shareholder all or any part of the Shares owned by said Shareholder,
at the redemption price, pursuant to the method, upon the terms and subject to
the conditions hereinafter set forth:
(a) Certificates for Shares, if issued, shall be presented for
redemption in proper form for transfer to the Trust or the agent of the Trust
appointed for such purpose, and these shall be presented with a written request
that the Trust redee m all or any part of the Shares represented thereby.
(b) The redemption price per Share shall be the net asset value per
Share when next determined by the Trust at such time or times as the Trustees
shall designate, following the time of presentation of certificates for Shares,
if issued, and an appropriate request for redemption, or such other time as the
Trustees may designate in accordance with any provision of the 1940 Act, or any
rule or regulation made or adopted by any securities association registered
under the Securities Exchange Act of 1934, as determined by the Trustees, less
any applicable charge or fee imposed from time to time as determined by the
Trustees.
(c) Net asset value of each series or class of Shares (for the purpose
of issuance of Shares as well as redemptions thereof) shall be determined by
dividing:
(i) the total value of the assets of such series or class
determined as provided in paragraph (d) below less, to the extent determined by
or pursuant to the direction of the Trustees in accordance with generally
accepted accounting p rinciples, all debts, obligations and liabilities of such
series or class (which debts, obligations and liabilities shall include,
without limitation of the generality of the foregoing, any and all debts,
obligations, liabilities, or claims, of any a nd every kind and nature, fixed,
accrued and otherwise, including the estimated accrued expenses of management
and supervision, administration and distribution and any reserves or charges
for any or all of the foregoing, whether for taxes, expenses, or otherwise, and
the price of Shares redeemed but not paid for) but excluding the Trust's
liability upon its Shares and its surplus, by
(ii) the total number of Shares of such series or class
outstanding.
The Trustees are empowered, in their absolute discretion, to establish
other methods for determining such net asset value whenever such other methods
are deemed by them to be necessary to enable the Trust to comply with
applicable law, or are deemed by them to be desirable, provided they are not
inconsistent with any provision of the 1940 Act.
(d) In determining for the purposes of this Declaration of Trust the
total value of the assets of each series or class of Shares at any time,
investments and any other assets of such series or class shall be valued in
such manner as may be d etermined from time to time by or pursuant to the order
of the Trustees.
(e) Payment of the redemption price by the Trust may be made either in
cash or in securities or other assets at the time owned by the Trust or partly
in cash and partly in securities or other assets at the time owned by the
Trust. The value of any part of such payment to be made in securities or
other assets of the Trust shall be the value employed in determining the
redemption price. Payment of the redemption price shall be made on or before
the seventh day following the day on which the Shares are properly presented
for redemption hereunder, except that delivery of any securities included in
any such payment shall be made as promptly as any necessary transfers on the
books of the issuers whose securities are to be delivered may be made and,
except as postponement of the date of payment may be permissible under the
1940 Act.
Pursuant to resolution of the Trustees, the Trust may deduct from the
payment made for any Shares redeemed a liquidating charge not in excess of an
amount determined by the Trustees from time to time.
(f) The right of any holder of Shares redeemed by the Trust as
provided in this Article VI to receive dividends or distributions thereon and
all other rights of such Shareholder with respect to such Shares shall
terminate at the time as of w hich the redemption price of such Shares is
determined, except the right of such Shareholder to receive (i) the redemption
price of such Shares from the Trust in accordance with the provisions hereof,
and (ii) any dividend or distribution to which su ch Shareholder previously had
become entitled as the record holder of such Shares on the record date for such
dividend or distribution.
(g) Redemption of Shares by the Trust is conditional upon the Trust
having funds or other assets legally available therefor.
(h) The Trust, either directly or through an agent, may repurchase its
Shares, out of funds legally available therefor, upon such terms and conditions
and for such consideration as the Trustees shall deem advisable, by agreement
with the own er at a price not exceeding the net asset value per Share as
determined by or pursuant to the order of the Trustees at such time or times as
the Trustees shall designate, less any applicable charge, if and as fixed by
the Trustees from time to time, and to take all other steps deemed necessary or
advisable in connection therewith.
(i) Shares purchased or redeemed by the Trust shall be cancelled or
held by the Trust for reissue, as the Trustees from time to time may determine.
(j) The obligations set forth in this Article VI may be suspended or
postponed, (1) for any period (i) during which the New York Stock Exchange is
closed other than for customary weekend and holiday closings, or (ii) during
which trading on the New York Stock Exchange is restricted, (2) for any period
during which an emergency exists as a result of which (i) the disposal by the
Trust of investments owned by it is not reasonably practicable, or (ii) it is
not reasonably practicable for t he Trust fairly to determine the value of its
net assets, or (3) for such other periods as the Commission or any successor
governmental authority by order may permit.
Notwithstanding any other provision of this Section 3 of Article VI, if
certificates representing such Shares have been issued, the redemption or
repurchase price need not be paid by the Trust until such certificates are
presented in proper f orm for transfer to the Trust or the agent of the Trust
appointed for such purpose; however, the redemption or repurchase shall be
effective, in accordance with the resolution of the Trustees, regardless of
whether or not such presentation has been m ade.
Section 4. 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 determined in accordance with
Section 3 of Article VI of t his Declaration of Trust: (i) if at such time
such Shareholder owns fewer Shares than, or Shares 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 ow ns Shares of a
particular series or class of Shares equal to or in excess of a percentage of
the outstanding Shares of that series or class determined from time to time by
the Trustees; or (iii) to the extent that such Shareholder owns Shares of the
Trust representing a percentage equal to or in excess of such percentage of the
aggregate number of outstanding Shares of the Trust or the aggregate net asset
value of the Trust determined from time to time by the Trustees.
Section 5. Dividends, Distributions, Redemptions and Repurchases. 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 repur chase of, the Shares of any series shall be effected by the
Trust other than from the assets of such series.
ARTICLE VII
Compensation and Limitation of
Liability of Trustees
Section 1. Compensation. The Trustees shall be entitled to reasonable
compensation from the Trust and may fix the amount of their compensation.
Section 2. Limitation of Liability. The Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any
officer, agent, employee or Manager of the Trust, nor shall any Trustee be
responsible for the act or omis sion 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, share, or
undertaking and every other act or thing whatsoever executed or done by or on
behalf of the Trust or the Trustees or any of them in connection with the
Trust, shall be deemed conc lusively to have been executed or done only in
their or his capacity as Trustees or Trustee, and such Trustees or Trustee
shall not be personally liable thereon.
ARTICLE VIII
Indemnification
Section 1. Indemnification of Trustees, Officers, Employees and
Agents. Each person who is or was a Trustee, officer, employee or agent of the
Trust shall be entitled to indemnification out of the assets of the Trust to
the extent provided in, and subject to the provisions of, the By-Laws, provided
that no indemnification shall be granted by the Trust in contravention of the
1940 Act.
Section 2. Merged Corporations. For the purposes of this Article VIII
references to "the Trust" include any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate ex istence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents as well as the resulting
or surviving entity; so that any person who is or was a director, officer,
employee or agent of such a consti tuent corporation or is or was serving at
the request of such a constituent corporation as a trustee, director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
Article VIII with respect to the resulting or surviving entity as he would have
with respect to such a constituent corporation if its separate existence had
continued.
Section 3. Shareholders. In case any Shareholder or former
Shareholder shall be held to be personally liable solely by reason of his being
or having been a Shareholder and not because of his acts or omissions or for
some other reason, the S hareholder or former Shareholder (or his 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 particular series of Shares of which he is or
was a Shareholder to be held harmless from and indemnified against all losses
and expenses arising from such liability. Upon request, the Trust shall cause
its counsel to assume the defense of any claim which, if s uccessful, would
result in an obligation of the Trust to indemnify the Shareholder as aforesaid.
ARTICLE IX
Status of the Trust and Other General Provisions
Section 1. Trust Not a Partnership. It is hereby expressly declared
that a trust and not a partnership is created hereby. Neither the Trust nor
the Trustees, nor any officer, employee or agent of the Trust shall have any
power to bind pers onally either the Trust's Trustees or officers or any Share-
holders. All persons extending credit to, contracting with or having any claim
against the Trust or a particular series of Shares shall look only to the
assets of the Trust or the assets o f that particular series for payment under
such credit, contract or claim; and neither the Shareholders nor the Trustees,
nor any of the Trust's officers, employees or agents, whether past, present or
future, shall be personally liable therefor. Not hing in this Declaration of
Trust shall protect any Trustee against any liability to which such Trustee
otherwise would be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the condu ct of the
office of Trustee hereunder.
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretion hereunder
under the circumstances then prevailing, shall be binding upon everyone
interested. A Trustee s hall 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 subject to the provisions of Section 1 of this
Article IX 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 pursuant
hereto or to see to t he application of any payments made or property
transferred to the Trust or upon its order.
Section 4. Trustees, Shareholders, etc. Not Personally Liable;
Notice. All persons extending credit to, contracting with or having any claim
against the Trust or a particular series of Shares shall look only to the
assets of the Trust or t he assets of that particular series of Shares for
payment under such credit, contract or claim; and neither the Shareholders nor
the Trustees, nor any of the Trust's officers, employees or agents, whether
past, present or future, shall be personally liable therefor.
Section 5. Consolidation, Merger, Sale of Assets. The Trust may, in
accordance with the provisions of this Section:
(1) Consolidate with one or more corporations or trusts to form a new
consolidated corporation or trust; or
(2) Merge into a corporation or trust, or have merged into it one or
more corporations or trusts; or
(3) Sell, lease, exchange or transfer all, or substantially all, its
property and assets, including its good will and franchises.
Any such consolidation, merger, sale, lease, exchange or other transfer
of all or substantially all of the property and assets of the Trust may be made
only upon substantially the terms and conditions set forth in a proposed form
of articles of consolidation, articles of merger or articles of sale, lease,
exchange or transfer, as the case may be, which are approved by votes of the
Trustees and Shareholders holding a majority of the Shares entitled to vote
thereon, provided that in the ca se of a merger in which the Trust is the
surviving entity which effects no reclassification or change of any outstanding
shares of the Trust or other amendment of this Declaration of Trust, no vote of
the Shareholders shall be necessary (and in lieu thereof, the proposed articles
of merger shall be approved by a majority of the Trustees) if the number of
Shares, if any, of the Trust to be issued or delivered in the merger does not
exceed fifteen percent of the number of Shares outstanding (befor e giving
effect to the merger) on the effective date of the merger. Any articles of
consolidation, merger, sale, lease, exchange or transfer shall constitute a
supplemental Declaration of Trust, copies of which shall be filed as specified
in Section 7 of this Article IX.
Section 6. Termination of Trust. Unless terminated as provided
herein, the Trust shall continue without limitation of time. The Trust may be
terminated at any time by vote of Shareholders holding at least a majority of
the Shares of each s eries entitled to vote or by the Trustees by written
notice to the Shareholders. Any series of Shares may be terminated at any time
by vote of Shareholders holding at least a majority of the Shares of such
series entitled to vote or by the Trustees by written notice to the
Shareholders of such series.
Upon termination of the Trust or of any one or more series of Shares,
after paying or otherwise providing for all charges, taxes, expenses and
liabilities, whether due or accrued or anticipated as may be determined by the
Trustees, the Trust shall reduce, in accordance with such procedures as the
Trustees consider appropriate, the remaining assets to distributable form in
cash or shares or other securities, or any combination thereof, and distribute
the proceeds to the Shareholders of th e series involved, ratably according to
the number of Shares of such series held by the several Shareholders of such
series on the date of termination, except to the extent otherwise required or
permitted by the preferences and special or relative ri ghts and privileges of
any classes of Shares of that series, provided that any distribution to the
Shareholders of a particular class of Shares shall be made to such Shareholders
pro rata in proportion to the number of Shares of such class held by ea ch of
them.
Section 7. Filing of Copies, References, Headings. The original or a
copy of this instrument and of each amendment hereto and of each Declaration of
Trust supplemental hereto shall be kept at the office of the Trust where it may
be inspecte d by any Shareholder. A copy of this instrument and of each such
amendment and supplemental Declaration of Trust shall be filed by the Trust
with the Secretary of State of The Commonwealth of Massachusetts and the Boston
City Clerk, as well as any o ther 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
or supplemental Declarations of Trust have been made and as to 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 amendment or supplemental Dec laration
of Trust. In this instrument or in any such amendment or supplemental
Declaration of Trust, 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 amendment or supplemental
Declaration of Trust. Headings are placed herein for convenience of reference
only and in case of any conflict, the text of this instrument, rather than the
headings, shall control. This instrument m ay be executed in any number of
counterparts each of which shall be deemed an original.
Section 8. Applicable Law. The Trust set forth in this instrument 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 9. 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 a vote of Shareholders holding a majority of the
Shares of each xx xxxx or class entitled to vote, except that an amendment
which shall affect the holders of one or more series or class of Shares but not
the holders of all outstanding series or class shall be authorized by vote of
the Shareholders holding a majority of the Shares entitled to vote of each
series or class affected and no vote of Shareholders of a series or class not
affected shall be required. Amendments having the purpose of changing the name
of the Trust or of supplying any omission, curing an y ambiguity or curing,
correcting or supplementing any defective or inconsistent provision contained
herein shall not require authorization by Shareholder vote.
IN WITNESS WHEREOF, Xxxxx X. Xxxxxxxx, the Sole Trustee, has hereunto
set her hand and seal for herself and her assigns as of the day and year first
above written.
/s/ XXXXX X. CONNOLLY________
Xxxxx X. Xxxxxxxx, Sole Trustee
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 5th day of May, 1997, before me personally came Xxxxx X.
Xxxxxxxx, Sole Trustee of the Fund, to me known, and known to me to be the
person described in and who executed the foregoing instrument, and she duly
acknowledged to me that she had executed the same.
Notary Public
