PACIFIC SELECT FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST September 15, 2011
Exhibit (a)(1)
AMENDED AND RESTATED
AGREEMENT AND
DECLARATION OF TRUST
September 15, 2011
TABLE OF CONTENTS
| Page | ||||
ARTICLE I. THE TRUST |
1 | |||
1.1. Name |
1 | |||
1.2. Definitions |
2 | |||
ARTICLE II. TRUSTEES |
3 | |||
2.1. Management of the Trust |
3 | |||
2.2. Election of Trustees |
3 | |||
2.3. Term of Office of Trustees |
3 | |||
2.4. Termination of Service and Appointment of Trustees |
4 | |||
2.5. Temporary Absence of Trustee |
4 | |||
2.6. Number of Trustees |
4 | |||
2.7. Effect of Death, Resignation, etc |
4 | |||
2.8. No Accounting |
4 | |||
2.9. Ownership of the Trust |
4 | |||
ARTICLE III. POWERS OF TRUSTEES |
5 | |||
3.1. General |
5 | |||
3.2. Investments |
5 | |||
3.3. Legal Title |
6 | |||
3.4. Issuance and Repurchase of Securities |
6 | |||
3.5. Borrow Money |
6 | |||
3.6. Officers; Delegation; Committees |
6 | |||
3.7. Collection and Payment |
6 | |||
3.8. Expenses |
7 | |||
3.9. Manner of Acting; By-laws |
7 | |||
3.10. Voting Trusts |
7 | |||
3.11. Miscellaneous Powers |
7 | |||
3.12. Further Powers |
8 | |||
ARTICLE IV. ADVISORY, MANAGEMENT AND DISTRIBUTION ARRANGEMENTS |
8 | |||
4.1. Advisory and Management Arrangements |
8 | |||
4.2. Distribution Arrangements |
9 | |||
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TABLE OF CONTENTS
(continued)
(continued)
| Page | ||||
4.3. Parties to Contract |
9 | |||
4.4. Provisions and Amendments |
9 | |||
ARTICLE V. LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS |
9 | |||
5.1. Trustees, Shareholders, etc |
9 | |||
5.2. Trustee’s Good Faith Action; Expert Advice; No Bond or Surety |
10 | |||
5.3. Indemnification of Shareholders |
10 | |||
5.4. Indemnification of Trustees, Officers, etc |
10 | |||
5.5. Compromise Payment |
11 | |||
5.6. Indemnification Not Exclusive |
12 | |||
5.7. Liability of Third Persons Dealing with Trustees |
12 | |||
ARTICLE VI. SHARES OF BENEFICIAL INTEREST |
12 | |||
6.1. Beneficial Interest |
12 | |||
6.2. Series Designation |
12 | |||
6.3. Class Designation |
14 | |||
6.4. Rights of Shareholders |
15 | |||
6.5. Trust Only |
15 | |||
6.6. Issuance of Shares |
15 | |||
6.7. Register of Shares |
16 | |||
6.8. Transfer Agent and Xxxxxxxxx |
00 | |||
6.9. Transfer of Shares |
16 | |||
6.10. Notice |
16 | |||
ARTICLE VII. CUSTODIANS |
17 | |||
7.1. Appointment and Duties |
17 | |||
7.2. Action Upon Termination of Custodian Agreement |
17 | |||
7.3. Central Certificate System |
18 | |||
7.4. Acceptance of Receipts in Lieu of Certificates |
18 | |||
ARTICLE VIII. REDEMPTION |
18 | |||
8.1. Redemptions |
18 | |||
8.2. Redemptions of Accounts of Less than a Minimum Dollar Amount |
18 | |||
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TABLE OF CONTENTS
(continued)
(continued)
| Page | ||||
ARTICLE IX. DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS |
19 | |||
9.1. Net Asset Value |
19 | |||
9.2. Distributions to Shareholders |
19 | |||
9.3. Power to Modify Foregoing Procedures |
19 | |||
ARTICLE X. SHAREHOLDERS |
19 | |||
10.1. Voting Powers |
19 | |||
10.2. Meetings |
20 | |||
10.3. Quorum and Required Vote |
20 | |||
10.4. Record Date for Meetings |
20 | |||
10.5. Proxies |
20 | |||
10.6. Additional Provisions |
21 | |||
10.7. Reports |
21 | |||
10.8. Shareholder Action by Written Consent |
21 | |||
ARTICLE XI. DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS; ETC |
21 | |||
11.1. Duration |
21 | |||
11.2. Termination |
21 | |||
11.3. Amendment Procedure |
23 | |||
11.4. Incorporation |
24 | |||
ARTICLE XII. MISCELLANEOUS |
24 | |||
12.1. Filing |
24 | |||
12.2. Resident Agent |
24 | |||
12.3. Governing Law |
25 | |||
12.4. Counterparts |
25 | |||
12.5. Reliance by Third Parties |
25 | |||
12.6. Provisions in Conflict with Law or Regulations |
25 | |||
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THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (this “Declaration of Trust” or
this “Declaration”) of Pacific Select Fund is made this 15th day of September, 2011 by
the parties signatory hereto, as trustees (such persons, so long as they shall continue in office
in accordance with the terms of this Declaration of Trust, and all other persons who at the time in
question have been duly elected or appointed as trustees in accordance with the provisions of this
Declaration of Trust and are then in office, being hereinafter called the “Trustees”) and by the
holders of shares of beneficial interest issued and to be issued in the future hereunder
hereinafter provided.
W I T N E S S E T H
WHEREAS, the trust was formed on May 4, 1987 as a trust fund under the laws of the
Commonwealth of Massachusetts for the investment and reinvestment of funds contributed thereto;
WHEREAS, an Agreement and Declaration of Trust dated May 4, 1987, and several amendments and
restatements thereto have been executed by the then-current Trustees of the Trust;
WHEREAS, it is the desire of the Trustees that the beneficial interest in the trust assets
continue to be divided into transferable shares of beneficial interest, which may, at the
discretion of the Trustees, be divided into separate series as hereinafter provided;
WHEREAS, the Trustees desire to permit the trust assets to be divided into separate classes of
separate series;
NOW, THEREFORE, the Trustees hereby declare that they will continue to hold in trust all money
and property contributed to the trust fund (and each series and class thereof) to manage and
dispose of the same for the benefit of the holders from time to time of the shares of beneficial
interest issued hereunder and subject to the provisions hereof, to wit:
ARTICLE I.
The Trust
1.1. Name. The name of the trust created hereby (the “Trust”), which term shall be
deemed to include any series of the Trust when the context requires, shall be “Pacific Select
Fund,” and so far as may be practicable the Trustees shall conduct the activities of the Trust,
execute all documents and xxx or be sued under that name, which name (and the word “Trust” wherever
hereinafter used) shall refer to the Trustees as Trustees, and not individually, and shall not
refer to the officers, agents, employees or shareholders of the Trust or any Series thereof. Each
Series or Class of the Trust which shall be established and designated by the Trustees
pursuant to Section 6.2 and Section 6.3, respectively, shall conduct its activities under such
name as the Trustees shall determine and set forth in the resolution establishing such Series or
Class. Should the Trustees determine that the use of the name of the Trust, or any Series or Class
thereof, is not advisable, they may select such other name for the Trust, or such Series or Class
thereof, as they deem proper and the Trust, or such Series or Class thereof, may conduct its
activities under such other name. Any name change shall be effected by resolution of a majority of
the then Trustees. Any such resolution, which shall be reduced to writing and certified by any
officer of the Trust, shall have the status of an amendment to this Declaration of Trust. The
address of the Trust’s principal office is 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx
00000-0000. The addresses of the Trustees are in care of the resident agent of the Trust the
address of which is provided in Section 12.2.
1.2. Definitions. As used in this Declaration of Trust, the following terms shall have
the following meanings:
The “1940 Act” refers to the Investment Company Act of 1940 and the regulations
promulgated thereunder, as amended from time to time.
The terms “Affiliated Person”, “Assignment”, “Commission”,
“Interested Person”, “Majority Shareholder Vote” (the 67% or 50% requirement of the
third sentence of Section 2(a)(42) of the 1940 Act, whichever may be applicable) and “Principal
Underwriter” shall have the meanings given them in the 1940 Act.
“Class” shall mean any separate Class of a Series that may be established and
designated by the Trustees from time to time pursuant to Section 6.3.
“Declaration” or “Declaration of Trust” shall mean this Declaration of Trust as
amended from time to time. References in this Declaration to “Declaration”,
“hereof”, “herein” and “hereunder” shall be deemed to refer to the
Declaration rather than the article or section in which such words appear.
“Fundamental Policies” shall mean the investment objective for each Series and the
investment restrictions set forth in the registration statement for the Trust on Form N-1A and
designated as fundamental policies therein.
“Person” shall mean and include individuals, corporations, partnerships, trusts,
associations, joint ventures and other entities, whether or not legal entities, and governments and
agencies and political subdivisions thereof.
“Prospectus” shall mean the currently effective prospectus of any Series of the Trust
under the Securities Act of 1933, as amended.
“Series” shall mean any separate Series that may be established and designated by the
Trustees from time to time pursuant to Section 6.2.
“Shareholders” shall mean as of any particular time all holders of record of
outstanding Shares at such time.
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“Shares” shall mean the equal proportionate transferable units of interest into which
the beneficial interest in any Series and Class of the Trust shall be divided from time to time and
includes fractions of Shares as well as whole Shares. All references to Shares shall be deemed to
be Shares of any or all Series and/or any or all Classes as the context may require.
“Trustees” shall mean the signatories to this Declaration, so long as they shall
continue in office in accordance with the terms hereof, and all other persons who at the time in
question have been duly elected or appointed and have qualified as Trustees in accordance with the
provisions hereof and are then in office, and each such person is herein referred to as the
“Trustee”, and reference in this Declaration to a Trustee or Trustees shall refer to such person or
persons in their capacity as Trustees hereunder.
“Trust Property” shall mean as of any particular time any and all property, real or
personal, tangible or intangible, which at such time in owned or hold by or for the account of the
Trust, any Series or Class thereof, or the Trustees.
ARTICLE II.
Trustees
2.1. Management of the Trust. The business and affairs of the Trust shall be managed
by the Trustees, and they shall have all powers necessary and desirable to carry out that
responsibility. The Trustees named herein (or their successors appointed hereunder) shall serve
until the election of Trustees at the first meeting of Shareholders of the Trust.
2.2. Election of Trustees. Except for any Trustees appointed to fill vacancies
pursuant to Section 2.4 hereof, the Shareholders of the Trust shall elect Trustees at Shareholder
meetings called for that purpose to the extent required by the 0000 Xxx. The Trustees need not be
elected annually or at regular intervals. Except as provided in Section 10.2, the Trustees shall
not be required to call a meeting of Shareholders for the purpose of electing Trustees, provided,
however, that in the event that at any time, other than the time preceding the first meeting of
Shareholders for the purpose of electing Trustees, less than a majority of the Trustees holding
office at that time were elected by the Shareholders, a meeting of the Shareholders for the purpose
of electing Trustees shall be held promptly and in any event within 60 days (unless the Commission
shall by order extend such period). No election of a Trustee shall become effective, however, until
the person elected shall have accepted such election and agreed in writing to be bound by the terms
of this Declaration. If re-elected, a Trustee may succeed himself or herself. Trustees need not
own shares.
2.3. Term of Office of Trustees. A Trustee duly appointed or elected hereunder shall
hold office until the occurrence of any of the following: (a) the Trustee may resign his or her
trust by written instrument signed by him or her and delivered to the other Trustees, which shall
take effect upon such delivery or upon such later date as is specified therein; (b) the Trustee may
be removed at any time by written instrument signed by at least two-thirds of the number of
Trustees prior to such removal, specifying the date when such removal shall become effective; (c)
the Trustee who requests in writing to be retired or who has become mentally or physically
incapacitated may be retired by written instrument signed by a majority of the other Trustees,
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specifying the date of his retirement; and (d) the Trustee may be removed at any meeting of
Shareholders of the Trust by a vote of two-thirds of the outstanding Shares or by a written
declaration executed, without a meeting, by the holders of not less than two-thirds of the
outstanding Shares.
2.4. Termination of Service and Appointment of Trustees. In case of the death,
resignation, retirement, removal or mental or physical incapacity of any of the Trustees, or in
case a vacancy shall, by reason of an increase in number, or for any other reason, exist, the
remaining Trustees may (but need not unless required by the 1940 Act, so long as there are at least
two remaining Trustees) fill such vacancy by appointing for the remaining term of the predecessor
Trustee such other person as they in their discretion shall see fit. Such appointment shall be
effective upon the signing of a written instrument by a majority of the Trustees in office and the
written acceptance of this Declaration by the appointee. An appointment of a Trustee may be made by
the Trustees then in office in anticipation of a vacancy to occur by reason of retirement,
resignation or increase in number of Trustees effective at a later date, provided that said
appointment shall become effective only at or after the effective date of said retirement,
resignation or increase in number of Trustees and the written acceptance of this Declaration by the
appointee. As soon as any Trustee so appointed shall have accepted this Trust, the trust estate
shall vast in the new Trustee or Trustees, together with the continuing Trustees, without any
further act or conveyance, and he or she shall be deemed a Trustee hereunder. Any appointment
authorized by this Section 2.4 is subject to the provisions of Section 16(a) of the 1940 Act.
2.5. Temporary Absence of Trustee. Any Trustee may, by power of attorney, delegate his
or her power for a period not exceeding six months at any one time to any other Trustee or
Trustees, provided that in no case shall less than two of the Trustees personally exercise the
power hereunder except as herein otherwise expressly provided.
2.6. Number of Trustees. The number of Trustees serving hereunder at any time shall be
determined by the Trustees themselves, but shall not be less than two (2) or more than fifteen
(15).
2.7. Effect of Death, Resignation, etc. of a Trustee. The death, resignation,
retirement, removal, or mental or physical incapacity of the Trustees, or any one of them, shall
not operate to annul or terminate the Trust or any Series or Class hereunder or to revoke or
terminate any existing agency or contract created pursuant to the terms of this Declaration, and
until such vacancy is filled, the Trustees in office, regardless of their number, shall have all of
the powers granted to the Trustees and shall discharge all the duties imposed upon them by this
Declaration.
2.8. No Accounting. Except to the extent required by the 1940 Act or under
circumstances which would justify his or her removal for cause, no person ceasing to be a Trustee
as a result of his death, resignation, retirement, removal or incapacity (nor the estate of any
such person) shall be required to make an accounting to the shareholders or remaining Trustees upon
such cessation.
2.9. Ownership of the Trust. The assets of the Trust shall be held separate and apart
from any assets now or hereafter held in any capacity other than as Trustee hereunder by the
Trustees or by any successor Trustees. All of the assets of the Trust shall at all times be
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considered as vested in the Trustees. No Shareholder shall be deemed to have a severable ownership
in any individual asset of the Trust or any right of partition or possession thereof, but each
Shareholder shall have a proportionate undivided beneficial interest in the Trust.
ARTICLE III.
Powers of Trustees
3.1. General. The Trustees in all instances shall act as principals, and are and shall
be free from the control of the Shareholders. The Trustees shall have full power and authority to
do any and all acts and to make and execute any and all contracts and instruments that they may
consider necessary or appropriate in connection with the management of the Trust. The Trustees
shall not be bound or limited by present or future laws or customs with regard to investment by
trustees or fiduciaries, but shall have full authority and absolute power and control over the
Trust Property and business of the Trust to the same extent as if the Trustees were the sole owners
of the Trust Property and business in their own right, including such authority, power and control
to do all acts and things as they, in their uncontrolled discretion, shall deem proper to
accomplish the purposes of this Trust. The enumeration of any specific power herein shall not be
construed as limiting the aforesaid powers.
3.2. Investments. The Trustees shall have power, subject to the Fundamental Policies,
to:
(a) conduct, operate and carry on the business of an investment company;
(b) subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge,
sell, assign, transfer, lend, exchange, mortgage, hypothecate, lease, distribute or
otherwise deal in or dispose of common stocks, preferred stocks, bonds, debentures, warrants
and rights to purchase securities, mortgage related securities such as mortgage-backed
securities and collateralized mortgage obligations, options on securities, futures contracts
and options on futures contracts, covered spread options, certificates of beneficial
interest, negotiable or non-negotiable instruments, bank obligations, evidences of
indebtedness, privately placed debt securities, certificates of deposit or indebtedness,
commercial paper, repurchase agreements, reverse repurchase agreements, firm commitment
agreements and “when-issued” securities and other securities, including, without limitation,
those issued, guaranteed or sponsored by any state, territory or possession of the United
States and the District of Columbia and their political subdivisions, agencies and
instrumentalities, or by the United States Government or its agencies or instrumentalities,
or international instrumentalities, or by any bank, savings institution, corporation or
other business entity organized under the laws of the United States and, to the extent
provided in the Prospectus and not prohibited by the Fundamental Policies of the Trust,
foreign securities of issuers or governments organized under foreign laws, and any other
securities, instruments, assets, or obligations; 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, with power to designate one
or more persons, firms, associations or corporations to exercise any of said rights, powers
and privileges in respect of any of said instruments; and the
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Trustees shall be deemed to
have the foregoing powers with respect to any additional securities in which any Series of
the Trust may invest should the investment policies set forth in the Prospectus or the
Fundamental Policies be amended.
The Trustees shall not be limited to investing in obligations maturing before the possible
termination of the Trust or any Series or Class thereof.
3.3. Legal Title. Legal title to all the Trust Property shall be vested in the
Trustees as joint tenants except that the Trustees shall have power to cause legal title to any
Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the
Trust or any Series thereof, or in the name of any other Person as nominee, on such terms as the
Trustees may determine, provided that the interest of the Trust or any Series thereof is
appropriately protected.
3.4. Issuance and Repurchase of Securities. The Trustees shall have the power 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, subject
to the more detailed provisions set forth in Articles VIII and IX, to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of Shares any funds or property of the
applicable Series of the Trust whether capital or surplus or otherwise, to the full extent now or
hereafter permitted by the laws of the Commonwealth of Massachusetts governing business
corporations.
3.5. Borrow Money. Subject to the Fundamental Policies, the Trustees shall have power
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 or any Series thereof, including the
lending of portfolio securities, and to endorse, guarantee or undertake the performance of any
obligation, contract or engagement of any other person, form, association or corporation.
3.6. Officers; Delegation; Committees. The Trustees may, as they consider appropriate,
elect and remove officers and appoint and terminate agents and consultants and hire and terminate
employees, any one or more of the foregoing of whom may be a Trustee and may provide for the
compensation of all of the foregoing. The Trustees shall have power, consistent with their
continuing exclusive authority over the management of the Trust and the Trust Property, to delegate
from time to time to such of their number or to officers, employees or agents of the Trust the
doing of such things and the execution of such instruments either in the name of the Trust or the
names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may appoint
from their number and terminate any one or more committees consisting of two or more Trustees,
including without implied limitation an Executive Committee which may, when the Trustees are not in
session and subject to the 1940 Act, exercise some or all of the powers and authority of the
Trustees as the Trustees may determine.
3.7. Collection and Payment. The Trustees shall have power to collect all property due
to the Trust or any Series thereof; to pay all claims, including taxes, against the Trust Property;
to prosecute, defend, compromise, arbitrate or abandon any claims relating to the Trust Property;
to foreclose any security interest securing any obligations, by virtue of which any property is
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owed to the Trust or any Series thereof; and to enter into releases, agreements and other
instruments.
3.8. Expenses. The Trustees shall have power to incur and pay any expenses which in
the opinion of the Trustees are necessary or incidental to carry out any of the purposes of the
Trust, or any Series or Class thereof, and to pay reasonable compensation from the funds of the
Trust to themselves as Trustees. The Trustees shall fix the compensation of all officers, employees
and Trustees. The Trustees may pay themselves such compensation for special services, including
legal, underwriting, syndicating and brokerage services, as they in good faith may deem reasonable
and reimbursement for expenses reasonably incurred by themselves on behalf of the Trust.
3.9. Manner of Acting; By-laws. Except as otherwise provided herein or in the By-laws
or required by the 1940 Act, any action to be taken by the Trustees may be taken by a majority of
the Trustees present at a meeting of the Trustees (a quorum being present), including any meeting
held by means of conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, or by written consents of a majority of
Trustees then in office (or such larger or different number as may be required by the 1940 Act or
other applicable law). The Trustees may adopt and from time to time amend or repeal the By-laws for
the conduct of the business of the Trust.
3.10. Voting Trusts. The Trustees shall have power and authority for and on behalf of
the Trust to join with other holders of any securities or debt instruments in acting through a
committee, depositary, voting trustee or otherwise, and in that connection to deposit any security
or debt instrument with, or transfer any security or debt instrument to, any such committee,
depositary or trustee, and to delegate to them such power and authority with relation to any
security or debt instrument (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.
3.11. Miscellaneous Powers. The Trustees shall have the power to: (a) employ or
contract with such Persons as the Trustees may deem desirable for the transaction of the business
of the Trust or any Series or Class thereof; (b) enter into joint ventures, partnership and any
other combinations or associations and to form a subsidiary corporation, trust or other entity; (c)
purchase, and pay for out of Trust Property, insurance as they deem necessary or appropriate for
the conduct of the business, including without limitation, policies insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers, distributors, selected dealers or
independent contractors of the Trust, or any Series or Class thereof, against all claims arising by
reason of holding any such position or by reason of any action taken or omitted by any such Person
in such capacity, whether or not constituting negligence, or whether or not the Trust would have
the power to indemnify such Person against such liability; (d) establish pension, profit-sharing,
share purchase, and other retirement, incentive and benefit plans for any Trustees, officers,
employees and agents of the Trust; (e) make donations, irrespective of benefit to the
Trust, for charitable, religious, educational, scientific, civic or similar purposes; (f) to
the extent permitted by law, indemnify any Person with whom the Trust, or any Series or Class
thereof, has dealings, including any adviser, administrator, manager, distributor and selected
dealers with
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respect to any Series or Class, to such extent as the Trustees shall determine; (g)
guarantee indebtedness or contractual obligations of others; (h) determine and change the fiscal
year of the Trust and the method in which its accounts shall be kept; and (i) adopt a seal for the
Trust, provided that the absence of such seal shall not impair the validity of any instrument
executed on behalf of the Trust.
3.12. Further Powers. The Trustees shall have power to conduct the business of the
Trust or any Series or Class thereof, carry on its operations and maintain offices both within and
without the Commonwealth of Massachusetts, in any and all states of the United States of America,
in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States of America and of foreign
governments, and to do all such other things and execute all such instruments as they deem
necessary, proper or desirable in order to promote the interests of the Trust or any Series or
Class thereof although such things are not herein specifically mentioned. Any determination as to
what is in the interests of the Trust or any Series or Class thereof made by the Trustees in good
faith shall be conclusive. In construing the provisions of this Declaration, the presumption shall
be in favor of a grant of power to the Trustees. The Trustees will not be required to obtain any
court order to deal with the Trust Property. No Trustee shall be required to give any bond or other
security for the performance of any of his or her duties hereunder.
ARTICLE IV.
Advisory, Management and Distribution Arrangements
4.1. Advisory and Management Arrangements. Subject to a Majority Shareholder Vote, if
required by law, of the applicable Series or Class, the Trustees may in their discretion from time
to time enter into advisory, administrative or management contracts whereby the other party to such
contract shall undertake to furnish to the Trustees such advisory, administrative and management
services, with respect to a Series or a Class as the Trustees shall from time to time consider
desirable and all upon such terms and conditions as the Trustees may in their discretion determine.
Subject to a Majority Shareholder Vote if required by law, the investment adviser may engage one or
more firms to serve as Portfolio Manager to a Series pursuant to a sub-investment advisory contract
in which the Portfolio Manager makes all determinations with respect to the purchase and sale of
portfolio securities and places, in the names of the Series all orders for execution of the Series’
portfolio transactions upon such terms and conditions and for such compensation as the Trustees may
in their discretion approve. A Portfolio Manager may, in turn, engage its own sub-adviser in
managing a particular Series. Notwithstanding any provisions of this Declaration, the Trustees may
authorize any adviser, portfolio manager, administrator or manager (subject to such general or
specific instructions as the Trustees may from time to time adopt) to effect purchases, sales,
loans or exchanges of portfolio securities of any Series of the Trust on behalf of the Trustees or
may authorize any officer, employee or Trustee to effect such purchases, sales, loans or exchanges
pursuant to recommendations of any such adviser, portfolio manager, administrator or manager (and
all without further action by the Trustees). Any such
purchases, sales, loans or exchanges shall be deemed to have been authorized by all of the
Trustees.
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4.2. Distribution Arrangements. The Trustees may in their discretion from time to time
enter into a contract, providing for the sale of the Shares of the Trust, or any Series or any
Class hereof, whereby the Trust may either agree to sell such Shares to the other party to the
contract or appoint such other party as its sales agent for such Shares. In either case, the
contract shall be on such terms and conditions as the Trustees may in their discretion determine to
be not inconsistent with the provisions of this Article IV or the By-laws; and such contract may
also provide for the repurchase or sale of Shares by such other party as principal or as agent of
the Trust and may provide that such other party may enter into selected dealer agreements with
registered securities dealers to further the purpose of the distribution or repurchase of the
Shares. The Trustees may adopt a Distribution Plan or related plan pursuant to Rule 12b-1 of the
1940 Act and may authorize the Trust to make payments from its assets pursuant to such Plan.
4.3. Parties to Contract. Any contract of the character described in Sections 4.1 and
4.2 of this Article IV or in Article VII hereof may be entered into with any corporation, firm,
trust or association, although one or more of the Trustees or officers of the Trust may be an
officer, director, Trustee, shareholder or member of such other party to the contract, and no such
contract shall be invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any person holding such relationship be liable merely by reason of such
relationship for any loss or expense to the Trust under or by reason of said contract or
accountable for any profit realized directly or indirectly therefrom. The same person (including a
firm, corporation, trust or association) may be the other party to contracts entered into pursuant
to Sections 4.1 and 4.2 above or Article VII, and any individual may be financially interested or
otherwise affiliated with persons who are parties to any or all of the contracts mentioned in this
Section 4.3.
4.4. Provisions and Amendments. Any contract entered into pursuant to Sections 4.1 and
4.2 of this Article IV shall be consistent with and subject to the requirements of Section 15 of
the 1940 Act with respect to its continuance in effect, its termination, and the method of
authorization and approval of such contract or renewal thereof, and no amendment to any contract
entered into pursuant to Section 4.1 shall be effective unless consented to by a Majority
Shareholder Vote of the applicable Series if required by law.
ARTICLE V.
Limitations of Liability of Shareholders, Trustees and Others
5.1. Trustees, Shareholders, etc. Not Personally Liable; Notice. All persons extending
credit to, contracting with or having any claim against the Trust shall look only to the assets of
the Series or Class with which such person dealt for payment under such credit, contract or claim;
and neither the Shareholders of any Series or Class nor the Trustees, nor any of the Trust’s
officers, employees or agents, whether past, present or future, nor any other Series shall be
personally liable therefore. Every note, bond, contract, instrument, certificate or undertaking and
every other act or thing whatsoever executed or done by or on behalf of the Trust, any Series or
Class thereof, or the Trustees or any of them in connection with the Trust shall be conclusively
deemed to have been executed or done only by or for the Trust (or the Series or Class) or the
Trustees and not personally. Nothing in this Declaration shall protect any Trustee
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or officer
against any liability to the Trust or the Shareholders to which such Trustee or officer 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 or of such officer.
Every note, bond, contract, instrument, certificate, share or undertaking made or issued by
the Trustees or by any officers or officer shall give notice that this Declaration is on file with
the Secretary of the Commonwealth of Massachusetts and shall recite to the effect that the same was
executed or made by or on behalf of the Trust or by them as Trustees or Trustee or as officers or
officer 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 the particular Series or Class in question, as the case may be, but the omission thereof
shall not operate to bind any Trustees or Trustee or officers or officer or Shareholders or
Shareholder individually.
5.2. Trustee’s Good Faith Action; Expert Advice; No Bond or Surety. The exercise by
the Trustees of their powers and discretion hereunder shall be binding upon everyone interested. A
Trustee shall be liable for his 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. Subject to the foregoing,
(a) the Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of
any officer, agent, employee, consultant, adviser, administrator, distributor or principal
underwriter, custodian or transfer, dividend disbursing, Shareholder servicing or accounting agent
of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee;
(b) the Trustees may take advice of counsel or other experts with respect to the meaning and
operation of this Declaration and their duties as Trustees, and shall be under no liability for any
act or omission in accordance with such advice or for failing to follow such advice; and (c) in
discharging their duties, the Trustees, when acting in good faith, shall be entitled to rely upon
the books of account of the Trust and upon written reports made to the Trustees by any officer
appointed by them, any independent public accountant, and (with respect to the subject matter of
the contract involved) any officer, partner or responsible employee of any adviser, administrator,
manager, distributor, selected dealer, appraiser or other expert, consultant or agent. The Trustees
as such shall not be required to give any bond or surety or any other security for the performance
of their duties.
5.3. Indemnification of Shareholders. In case any Shareholder (or former Shareholder)
of any Series of the Trust shall be charged or held to be personally liable for any obligation or
liability of the Trust solely by reason of being or having been a Shareholder and not because of
such Shareholder’s acts or omissions or for some other reason, said series (upon proper and timely
request by the Shareholder) shall assume the defense against such charge and satisfy any judgment
thereons and the Shareholder 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 said Series’ estate to be held harmless
from and indemnified against all loss and expense arising from such liability.
5.4. Indemnification of Trustees, Officers, etc. The Trust shall indemnify (from the
assets of the Series or Series in question or, if appropriate and permitted, from the assets of a
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Class or Classes) 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, including but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and expenses, including reasonable accountants’ and counsel
fees, 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 person may be or may have been threatened, while in office or
thereafter, by reason of being or having been such a Trustee or officer, director or trustee,
except with respect to any matter as to which it has been determined that such Covered Person (i)
did not act in good faith in the reasonable belief that such Covered Person’s action was in or not
opposed to the best interests of the Trust or (ii) had acted with willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of such Covered
Person’s office (either and both of the conduct described in (i) and (ii) being referred to
hereafter as “Disabling Conduct”). A determination that the Covered Person is entitled to
indemnification may be made by (i) a final decision on the merits by a court or other body before
whom the proceeding was brought that the person to be indemnified was not liable by reason of
Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against a
Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable
determination, based upon a review of the facts, that the indemnitee was not liable by reason of
Disabling Conduct by (a) a vote of a majority of a quorum of Trustees who are neither “interested
persons” of the Trust as defined in section 2(a)(19) of the 1940 Act nor parties to the proceeding,
or (b) an independent legal counsel in a written opinion. Expenses, including accountants’ and
counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of
judgments, in compromise or as fines or penalties), may be paid from time to time by the Series or
Class in question in advance of the final disposition of any such action, suit or proceeding,
provided that the Covered Person shall have undertaken to repay the amounts so paid to the Series
or Class in question if it is ultimately determined that indemnification of such expenses is not
authorized under this Article V and (i) the Covered Person shall have provided security for such
undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful
advances, or (iii) a majority of a quorum of the disinterested Trustees who are not a party to the
proceeding, or an independent legal counsel in a written opinion, shall have determined, based on a
review of readily available facts (as opposed to a full trial-type inquiry), that there is reason
to believe that the Covered Person ultimately will be found entitled to indemnification.
5.5. Compromise Payment. As to any matter disposed of by a compromise payment by any
such Covered Person referred to in Section 5.4, pursuant to a consent decree or otherwise, no such
indemnification either for said payment or for any other expenses shall be provided unless such
indemnification shall be approved (a) by a majority of the disinterested Trustees who are not
parties to the proceeding or (b) by an independent legal counsel in a written opinion. Approval by
the Trustees pursuant to clause (a) or by independent legal counsel pursuant to clause (b) shall
not prevent the recovery from any Covered Person of any amount paid to such
Covered Person in accordance with any of such clauses as indemnification if such Covered
Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good
faith in the reasonable belief that such Covered Person’s action was in or not opposed to the best
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interests of the Trust or 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.
5.6. Indemnification Not Exclusive. etc, The right of indemnification provided by this
Article V shall not be exclusive of or affect any other rights to which any such Covered Person may
be entitled. As used in this Article V, “Covered Person” shall include such person’s heirs,
executors and administrators; “interested Covered Person” is one against whom the action, suit or
other proceeding in question or another action, suit or other proceeding on the same or similar
grounds is then or has been pending or threatened, and a “disinterested” person is a person 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 or threatened. Nothing contained in this
Article shall affect any rights to indemnification to which personnel of the Trust, other than
Trustees and 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.
5.7. 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.
ARTICLE VI.
Shares of Beneficial Interest
6.1. Beneficial Interest. The interest of the beneficiaries hereunder shall be divided
into transferable shares of beneficial interest with par value $.001 per share. The number of such
shares of beneficial interest authorized hereunder is unlimited. All Shares issued hereunder
including, without limitation, Shares issued in connection with a dividend in Shares or a split of
Shares, shall be fully paid and nonassessable.
6.2. Series Designation. The Trustees, in their discretion from time to time, may
authorize the division of Shares into one or more Series, each such Series relating to a separate
portfolio of investments.
Series that are established and designated pursuant to this Declaration, together with such
Classes as may be established and designated pursuant to Section 6.3 of this Declaration, may be
set forth on a schedule affixed to this Declaration, provided however that such schedule shall be
used solely for administrative convenience and shall not constitute a part of this Declaration.
Any such schedule shall be revised from time to time to reflect additions or terminations of Series
and Classes, provided however that such revisions shall not constitute an amendment to this
Declaration.
Different Series may be established and designated and variations in the relative rights and
preferences as between the different Series shall be fixed and determined by the Trustees; provided
that all Shares shall be identical except as provided for by Section 6.3 and
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except that there may
be variations between different Series as to investment policies, securities portfolios, purchase
price, determination of net asset value, the price, terms and manner of redemption, special and
relative rights as to dividends and on liquidation, conversion rights, and conditions under which
the several Series shall have separate voting rights.
The following provisions shall be applicable to all series:
(a) The number of Shares of each Series that may be issued shall be unlimited. The
Trustees may classify or reclassify any unissued Shares or any Shares previously issued and
required of any Series into one or more Series that may be established and designated from
time to time. The Trustees may hold as treasury Shares (of the same or some other Series),
reissue for such consideration and on such terms as they may determine, or cancel any Shares
of any Series reacquired by the Trust at their discretion from time to time.
(b) The power of the Trustees to invest and reinvest the Trust Property of each Series
that has been or that may be established shall be governed by Section 3.2 of this
Declaration.
(c) 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, including 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. 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, the Trustees shall allocate them
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. Each
such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all
Series for all purposes.
(d) The assets belonging to each particular Series shall be charged with the
liabilities of the Trust in respect of that Series and all expenses, costs, charges and
reserves attributable to that Series, and any general liabilities, expenses, costs, charges
or reserves of the Trust which are not readily identifiable as belonging to any particular
Series shall be allocated and charged by the Trustees to and among any one or more of the
Series established and designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon
the holders of all Series for all purposes. The Trustees shall have full discretion, to the
extent not inconsistent with the 1940 Act, to determine which items shall be treated as
income and which items as capital; and each such determination and allocation shall be
conclusive and binding upon the Shareholders.
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(e) The power of the Trustees to pay dividends and make distributions with respect to
any one or more Series shall be governed by Section 9.2 of this Trust. Dividends and
distributions on Shares of a particular Series may be paid with such frequency as the
Trustees may determine, which may be daily or otherwise, pursuant to a standing resolution
or resolutions adopted only once or with such frequency as the Trustees may determine, to
the holders of Shares of that Series, from such of the income and capital gains, accrued
liabilities belonging to that Series. All dividends and distributions on Shares of a
particular Series shall be distributed pro rata to the holders of that Series in proportion
to the number of Shares of that Series held by such holders at the date and time of record
established for the payment of such dividends or distributions.
(f) The establishment and designation of any Series of Shares shall be effected by
resolution of the Board of Trustees. Upon such establishment and designation of any new
Series, an officer of the Trust shall reduce any such resolution to writing, certify to the
contents of the resolution, and take appropriate steps to update the Trust’s books and
records and other applicable Trust documents to implement and reflect such action.
6.3. Class Designation. The Trustees, in their discretion, may authorize the division
of the Shares of any Series of the Trust into two or more Classes, and the different Classes shall
be established and designated, and the variations in the relative rights and preferences as between
the different Classes shall be fixed and determined, by the Trustees; provided, that all Shares of
a particular Class of any Series shall be identical to all other Shares of the same Series as the
case may be, except that there may be variations between different Classes as to distribution and
service arrangements and related expenses, allocation of expenses, rights of redemption, special
and relative rights as to dividends and on liquidation, conversion rights, and conditions under
which the several classes shall have separate voting rights.
If the Trustees shall divide the Shares of any Series into two or more Classes, the following
provisions shall be applicable.
(a) All provisions herein relating to the Trust, or any Series of the Trust, shall
apply equally to each Class of Shares of the Trust or of any Series of the Trust, except as
the context requires otherwise.
(b) The number of Shares of each Class that may be issued shall be unlimited. The
Trustees may classify or reclassify any Shares or any Series of any Shares into one or more
Classes that may be established and designated from time to time. The Trustees may hold as
treasury Shares (of the same or some other Class), reissue for such consideration and on
such terms as they may determine, or cancel any Shares of any Class reacquired by the Trust
at their discretion from time to time.
(c) Liabilities, expenses, costs, charges and reserves related to the distribution of,
and other identified expenses that should properly be allocated to, the Shares of a
particular Class may be charged to and borne solely by such Class and the bearing of
expenses solely by a Class of Shares may be appropriately reflected (in a manner determined
by the Trustees) and cause differences in the net asset value attributable to,
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and the
dividend, redemption and liquidation rights of, the Shares of different classes. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Classes for all purposes.
(d) The establishment and designation of any new Class of Shares shall be effected by a
resolution of the Board of Trustees. Upon such establishment and designation of any new
Class, an officer of the Trust shall reduce any such resolution to writing, certify to the
content of the resolution, and take appropriate steps to update the Trust’s books and
records and other applicable Trust documents to implement and reflect such action.
6.4. Rights of Shareholders. The ownership of the Trust Property of every description
and the right to conduct any business hereinbefore described are vested exclusively in the
Trustees, and the Shareholders shall have no interest therein other than the beneficial interest
conferred by their Shares with respect to a particular Series, and they shall have no right to call
for any partition or division of any property, profits, rights or interests of the Trust nor can
they be called upon to share or assume any losses of the Trust, or suffer an assessment of any kind
by virtue of their ownership of Shares. The Shares shall be personal property giving only the
rights in this Declaration specifically set forth. The Shares shall not entitle the holder to
preference, preemptive, appraisal, conversion or exchange rights (except for rights to exchange
Shares of one Series for Shares of another Series as set forth in the Prospectus). The Trustees
shall have the authority to provide that the holders of Shares of any Series or Class shall have
the right and power to convert or exchange said Shares for or into Shares of one or more other
Series or Classes or for interests in one or more other trusts, corporations, or other business
entities (or a series or class of any of the foregoing) pursuant to such conversion or exchange
rights or otherwise in accordance with applicable laws and such requirements and procedures as may
be established by the Trustees from time to time.
6.5. Trust Only. It is the intention of the Trustees to create only the relationship
of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not
the intention of the Trustees to create a general partnership, limited partnership, joint stock
association, corporation, bailment or any form of legal relationship other than a trust. Nothing in
this Declaration shall be construed to make the Shareholders, either by themselves or with the
Trustees, partners or members of a joint stock association.
6.6. Issuance of Shares. The Trustees, in their discretion, may from time to time
without a vote of the Shareholders issue Shares with respect to any Series or Class that may have
been established and designated pursuant to Section 6.2. and Section 6.3., respectively, in
addition to the then issued and outstanding Shares and Shares held in the treasury, to such party
or parties and for such amount not less than the then current net asset value of said Shares and
type of consideration, including cash or property, at such time or times and on such terms as the
Trustee may deem best, and may in such manner acquire other assets (including the acquisition
of assets subject to, and in connection with the assumption of, liabilities) and businesses. In
connection with any issuance of Shares, the Trustees may issue fractional Shares. Notwithstanding
anything else herein, the Trustees may from time to time, without Shareholder approval unless such
approval is required by the 1940 Act, divide or combine the Shares of any
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Series or Class into a
greater or lesser number without thereby changing the proportionate beneficial interests in such
Series of the Trust. Contributions to the Trust may be accepted for, and Shares shall be redeemed
as, whole Shares and/or 1/1,000ths of a Share or multiples thereof.
6.7. Register of Shares. A register shall be kept at the Trust or the offices of any
transfer agent duly appointed by the Trustees under the direction of the Trustees which shall
contain the names and addresses of the Shareholders and the number of Shares (with respect to each
Series that may have been established) held by them respectively and a record of all transfers
thereof. Separate registers shall be established and maintained for each Series and Class of the
Trust. Each such register shall be conclusive as to who are the holders of the Shares of the
applicable Series and Classes thereof, and who shall be entitled to receive dividends or
distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be
entitled to receive payment of any dividend or distribution, nor to have notice given to him as
herein provided, until he has given his address to a transfer agent or such other officer or agent
of the Trustees as shall keep the register for entry thereon. The Trust shall not be required to
issue certificates for the Shares; however, the Trustees, in their discretion, may authorize the
issuance of share certificates and promulgate appropriate rules and regulations as to their use.
6.8. Transfer Agent and Registrar. The Trustee shall have power to employ a transfer
agent or transfer agents, and a registrar or registrars, with respect to each Class of Shares of
the various Series. The transfer agent may keep the applicable register and record therein the
original issues and transfers, if any, of the said Shares of the applicable Series. Any such
transfer agent and registrar shall perform the duties usually performed by transfer agents and
registrars of certificates of stock in a corporation, except as modified by the Trustees.
6.9. Transfer of Shares. Shares shall be transferable on the records of the Trust only
by the record holder thereof or by his agent thereto duly authorized in writing, upon delivery to
the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together
with such evidence of the genuineness of each such execution and authorization and of other matters
as may reasonably be required. Upon such delivery, the transfer shall be recorded on the applicable
register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be
the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent
or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the
proposed transfer.
Any person becoming entitled to any Shares in consequence of the death, bankruptcy or
incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the
applicable register of Shares as the holder of such Shares upon production of the proper evidence
thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the
Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and
neither the Trustees nor any transfer agent or registrar nor any officer or agent of the
Trust shall be affected by any notice of such death bankruptcy or incompetence, or other
operation of law.
6.10. Notice. Any and all notices to which any Shareholder hereunder may be entitled
and any and all communications shall be deemed duly served or given if mailed, postage prepaid,
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addressed to any Shareholder of record at his last known address as recorded on the applicable
register of the Trust.
ARTICLE VII.
Custodians
7.1. Appointment and Duties. The Trustees shall at all times employ, as custodian with
respect to each Series of the Trust, a custodian or custodians, each of which shall meet the
qualifications for custodians for portfolio securities of investment companies contained in the
1940 Act. It is contemplated that separate custodians may be employed for the different Series of
the Trust. Any custodian, acting with respect to one or more Series, shall have authority as agent
of the Trust or the Series with respect to which it is acting, but subject to such restrictions,
limitations and other requirements, if any, as may be contained in the By-laws of the Trust and the
1940 Act:
(1) to hold the securities owned by the Trust or the Series and deliver the
same upon written order;
(2) to receive any receipt for any monies due to the Trust or the Series and
deposit the same in its own banking department (if a bank) or elsewhere as the
Trustees may direct;
(3) to disburse such funds upon orders or vouchers;
(4) if authorized by the Trustees, to keep the books and accounts of the Trust
or the Series and furnish clerical and accounting services; and
(5) if authorized to do so by the Trustees, to compute the net income and the
value of the net assets of the Trust or the Series;
all upon such basis of compensation as may be agreed upon between the Trustees and the custodian.
If so directed by a Majority Shareholder Vote of the Series with respect to which the custodian is
acting, the custodian shall deliver and pay over all property of the Trust held by it as specified
in such vote.
The Trustees may also authorize each custodian to employ one or more sub-custodians from time
to time to perform such of the acts and services of the custodian and upon such terms and
conditions, as may be agreed upon between the custodian and such sub-custodian, provided that in
every case such sub-custodian shall meet the qualifications for custodians contained in the 1940
Act.
7.2. Action Upon Termination of Custodian Agreement. Upon termination of any custodian
agreement with respect to any Series or inability of any custodian to continue to serve, the
Trustees shall promptly appoint a successor custodian or take such other action as the Trustees
deem appropriate. If so directed by vote of the holders of a majority of the Shares of
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such Series
outstanding and entitled to vote, the custodian shall deliver and pay over all Trust Property held
by it an specified in such vote.
7.3. Central Certificate System. Subject to such rules, regulations and orders as the
Commission may adopt or issue, the Trustees may direct the custodian to deposit all or any part of
the securities owned by the Trust or the Series in a system for the central handling of securities
established by a national securities exchange or a national securities association registered with
the Commission under the Securities Exchange Act of 1934, or such other person as may be permitted
by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all
securities of any particular class or series of any issuer deposited within the system are treated
as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of
such securities, provided that all such deposits shall be subject to withdrawal only upon the order
of the Trust.
7.4. Acceptance of Receipts in Lieu of Certificates. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct the custodian to accept
written receipts or other written evidences indicating purchases of securities held in book-entry
form in the Federal Reserve System in accordance with regulations promulgated by the Board of
Governors of the Federal Reserve System and the local Federal Reserve Banks in lieu of receipt of
certificates representing such securities.
ARTICLE VIII.
Redemption
8.1. Redemptions. All outstanding Shares of any Class of any Series of the Trust may
be redeemed at the option of the holders thereof, upon and subject to the terms and conditions
provided in this Article VIII. The Trust shall, upon application of any Shareholder or pursuant to
authorization from any Shareholder of a particular Series, redeem or repurchase from such
Shareholder outstanding Shares of such Series at the net asset value of such Shares as provided in
the 1940 Act. If so authorized by the Trustees, the Trust may, at any time and from time to time,
charge fees or deferred sales charges for effecting such redemption, at such rates an the Trustees
may establish, as and to the extent permitted under the 1940 Act, and may, at any time and from
time to time, pursuant to such Act, suspend such right of redemption. The procedures for effecting
redemption shall be as set forth in the Prospectus with respect to the applicable Series, as such
Prospectus may be amended from time to time.
8.2. Redemptions of Accounts of Less than a Minimum Dollar Amount. The Trustees shall
have the power to redeem shares at a redemption price determined in accordance with Section 8.1 if
at any time the total investment in such account does not have a minimum dollar value
determined from time to time by the Trustees in their sole discretion; provided, however, that the
Trustees may exercise such power with respect to Shares of any Series or Class of any
Series only to the extent the Prospectus describes such power with respect to such Series or
Class of such Series. In the event the Trustees determine to exercise their power to redeem Shares
provided in this Section 8.2, Shareholders shall be notified that the value of their account is
less than the then effective minimum dollar amount and allowed 60 days to make an additional
investment before redemption in processed.
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ARTICLE IX.
Determination of Net Asset Value, Net Income and Distributions
9.1. Net Asset Value. The net asset value of each outstanding Share of each Series of
the Trust shall be determined with respect to each Series at such time or times on such days as the
Trustees may determine, in accordance with the 1940 Act. The method of determination of the net
asset value shall be determined by the Trustees. The power and duty to make the daily calculations
for any Series may be delegated by the Trustees to the adviser, administrator, manager, custodian,
transfer agent or such other person as the Trustees may determine. The Trustees may suspend the
daily determination of net asset value to the extent permitted by the 0000 Xxx.
9.2. Distributions to Shareholders. The Trustees from time to time shall distribute
ratably among the Shareholders of the Trust or a Series such proportion of the net profits, surplus
(including paid-in surplus), capital, or assets of the Trust or such Series held by the Trustees as
they may deem proper. Such distributions may be made in cash or property (including without
limitation any type of obligations of the Trust or such Series or any assets thereof), and the
Trustees may distribute ratably among the Shareholders additional Shares of the Trust or such
Series issuable hereunder in such manner, at such times, and on such terms as the Trustees may deem
proper. The Trustees may retain and not reinvest from the net profits such amounts as they may
deem necessary to pay the debts or expenses of the Trust or to meet obligations of the Trust, or as
they may deem desirable to use in the conduct of its affairs or to retain for future requirements
or extensions of the business.
9.3. Power to Modify Foregoing Procedures. Notwithstanding any of the foregoing
provisions of this Article IX, the Trustees may prescribe, in their absolute discretion, such other
bases and times for determining the per share net asset value of the Trust’s Shares or net income,
or the declaration and payment of dividends and distributions as they may deem necessary or
desirable to enable the Trust to comply with any provision of the 1940 Act, or any securities
association registered under the Securities Exchange Act of 1934, or any order of exemption issued
by said Commission, all as in effect now or hereafter amended or modified.
ARTICLE X.
Shareholders
10.1. Voting Powers. The Shareholders shall have the power to vote (i) for the
election of Trustees as provided in Article II, Section 2.2; (ii) for the removal of Trustees as
provided in Article II, Section 2.3(d); (iii) with respect to any investment adviser as provided in
Article IV,
Section 4.1; (iv) with respect to the merger, consolidation and sale of assets of the Trust as
provided in Article XI, Section 11.3; (v) with respect to the amendment of this Declaration as
provided in Article XI, Section 11.4; (vi) to the same extent as the Shareholders of a
Massachusetts business corporation as to whether or not a court action, proceeding or claim should
be brought or maintained derivatively or as a class action on behalf of the Trust or any Series or Class thereof or the Shareholders (provided, however, that a shareholder of a particular Series or
Class shall not be entitled to a derivative or class action on behalf of any other Series or
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Class
(or shareholders of any other Series) of the Trust); and (vii) with respect to such additional
matters relating to the Trust as may be required by law, by this Declaration, or the By-laws of the
Trust or any regulation of the Trust, by the Commission or any State, or as the Trustees may
consider desirable. Any matter affecting a particular Series, or Class including without
limitation, matters affecting the investment advisory arrangements or investment policies or
restrictions of a Series, if required by law, shall not be deemed to have been effectively acted
upon unless approved by the required vote of the Shareholders of such Series or Class if required
by law. Unless otherwise required by law, 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.
Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any
action to be taken by Shareholders which is required or permitted by law, this Declaration or any
By-laws of the Trust.
10.2. Meetings. Shareholder meetings shall be held as specified in Article I of the
By-laws and in Section 2.2 hereof at the principal office of the Trust or at such other place as
the Trustees may designate. No annual or regular meetings of shareholders are required. Meetings of
the Shareholders may be called by the Trustees and shall be held at such times, on such day and at
such hour an the Trustees may from time to time determine, for the purposes specified in Section
2.2 and for such other purposes as may be specified by the Trustees.
10.3. Quorum and Required Vote. Except as otherwise provided by law, the holders of
thirty percent of the outstanding Shares of each Series or Class present in person or by proxy
shall constitute a quorum for the transaction of any business at any meeting of Shareholders. If a
quorum, as above defined, shall not be present for the purpose of any vote that may properly come
before the meeting, the Shareholders present in person or by proxy and entitled to vote at such
meeting on such matter holding a majority of the Shares present entitled to vote on such matter may
by vote adjourn the meeting from time to time to be held at the same place without further notice
than by announcement to be given at the meeting until a quorum, as above defined, entitled to vote
an such matter shall be present, whereupon any such matter may be voted upon at the meeting as
though held when originally convened. Subject to any applicable requirement of law, this
Declaration or the By-laws, a plurality of the votes cast shall elect a Trustee and all other
matters shall be decided by a majority of the votes cast entitled to vote thereon.
10.4. Record Date for Meetings. For the purpose of determining the shareholders who
are entitled to notice of and to vote at any meeting, or to participate in any distribution, or for
the purpose of any other action, the Trustees may from time to time close the transfer books for
such period, not exceeding 30 days, as the Trustees may determine; or without closing the transfer
books the Trustees may fix a date not more than 180 days prior to the date of any meeting of
Shareholders or declaration of dividends or other action as a record date for the
determination of the persons to be treated as Shareholders of record for such purposes, except for
dividend payments which shall be governed by Section 9.2 hereof.
10.5. Proxies. Any vote by a Shareholder of the Trust may be made in person or by
proxy. Pursuant to a resolution of a majority of the Trustees, proxies may be solicited in the
name of one or more Trustees or one or more officers of the Trust or other persons designated by
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the Trustees. Only Shareholders of record shall be entitled to vote, but this shall not prevent a
Shareholder of record from seeking voting instructions from persons having a beneficial interest in
the Trust’s shares. 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. 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.
10.6. Additional Provisions. The By-laws may include further provisions for
Shareholders’ votes, meetings and related matters.
10.7. Reports. The Trustees shall cause to be prepared with respect to each Series
and, to the extent deemed appropriate by the Trustees or an officer of the Trust, each Class at
least annually a report of operations containing a balance sheet and statement of income and
undistributed income of the applicable Series (and Class) of the Trust prepared in conformity with
generally accepted accounting principles and an opinion of an independent public accountant on such
financial statements. It is contemplated that separate reports may be prepared for the various
Series and, to the extent deemed appropriate by the Trustees or an officer of the Trust, Classes.
Copies of such reports shall be mailed to all Shareholders of record of the applicable Series and
Classes within the time required by the 1940 Act. The Trustees shall, in addition, furnish to the
Shareholders such other reports as required by applicable law or deemed appropriate by the
Trustees.
10.8. Shareholder Action by Written Consent. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Shareholders of each Series or Class,
as the circumstance may require, entitled to vote on the matter (or such larger proportion thereof
as shall be required by any express provision of this Declaration) consent to the action in writing
and the 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.
ARTICLE XI.
Duration; Termination of Trust; Amendment; Mergers; Etc.
11.1. Duration. Subject to the provisions of Sections 11.2 and 11.3 hereof, this Trust
shall continue without limitation of time.
11.2. Termination.
(a) The Trust, or any Series or Class thereof, may be terminated by the affirmative
vote of a majority of the Trustees. Upon the termination of the Trust or any Series or Class :
(i) the Trust or such Series or Class shall carry on no business except for the
purpose of winding up its affairs;
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(ii) the Trustees shall proceed to wind up the affairs of the Trust or such
Series or Class and all of the powers of the Trustees under this Declaration shall
continue until the affairs of the Trust or such Series or Class shall have been
wound up, including the power to fulfill or discharge the contracts of the Trust or
such series, collect its assets, sell, convey, assign, exchange, transfer or
otherwise dispose of all or any part of the remaining Trust Property to one or more
persons at public or private sale for consideration which may consist in whole or in
part of cash, securities or other property of any kind, discharge or pay its
liabilities, and do all other acts appropriate to liquidate its business; provided
that any sale, conveyance, assignment, exchanger transfer or other disposition of
all or substantially all the Trust Property shall require approval of the principal
terms of the transaction and the nature and amount of the consideration by vote or
consent of the holders of a majority of the Shares entitled to vote; and
(iii) after payment or adequately providing for the payment of all liabilities,
and upon receipt of such releases, indemnities and refunding agreements as they deem
necessary for their protection, the Trustees may distribute the remaining Trust
Property of any Series or Class, in cash or in kind or partly each, among the
Shareholders of such Series according to their respective rights.
(b) After termination of the Trust or any Series or Class and distribution to the
Shareholders as herein provided, a majority of the Trustees shall execute and lodge among
the records of the Trust an instrument in writing setting forth the fact of such
termination, and an officer of the Trust shall take appropriate steps to update the Trust’s
books and records and other applicable Trust documents to implement and reflect such action.
Upon termination of the Trust, the Trustees shall thereupon be discharged from all further
liabilities and duties hereunder, and the rights and interests of all Shareholders shall
thereupon cease. Upon termination of any Series or Class, the Trustees thereunder shall be
discharged from any further liabilities and duties with respect to such Series or Class, and
the rights and interests of all Shareholders of such Series or Class shall thereupon cease.
Reorganization. The Trustees may sell, convey and transfer the assets of the Trust,
or the assets belonging to any one or more Series, to another trust, partnership, association or
corporation organized under the laws of any state of the United States, or to the Trust to be held
as assets belonging to another Series of the Trust, in exchange for cash, shares or other
securities (including, in the case of a transfer to another Series of the Trust, Shares of such
other Series) with such transfer either (1) being made subject to, or with the assumption by the
transferee of, the liabilities belonging to each Series the assets of which are so
transferred, or (2) not being made subject to, or not with the assumption of, any or all such
liabilities; provided, however, that no assets belonging to any particular Series shall be so
transferred unless the terms of such transfer shall have first been approved at a meeting called
for the purpose by a Majority Shareholder Vote of that Series. Following such transfer, the
Trustees shall distribute such cash, shares or other securities (giving due effect to the assets
and liabilities belonging to and any other differences among the various Series the assets
belonging to which have so been
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transferred) among the Shareholders of the Series the assets
belonging to which have been so transferred; and if all of the assets of the Trust have been so
transferred, the Trust shall be terminated.
The Trust, or any one or more Series, may either as the successor, survivor, or non-survivor,
(1) consolidate with one or more other trusts, partnerships, associations or corporations organized
under the laws of the Commonwealth of Massachusetts or any other state of the United States, to
form a new consolidated trust, partnership, association, or corporation under the laws of which any
one of the constituent entities is organized, or (2) merge into one or more other trusts,
partnerships, associations or corporations organized under the laws of the Commonwealth of
Massachusetts of any other state of the United States, or have one or more such trusts,
partnerships, associations or corporations merged into it, any such consolidation or merger to be
upon such terms and conditions as are specified in an agreement and plan of reorganization entered
into by the Trust, or one or more Series as the case may be, in connection therewith. Any such
consolidation or merger shall require the approval of a Majority Shareholder Vote of each Series
affected thereby. The terms “merge” or “merger” as used herein shall not include the purchase or
acquisition of any assets of any other trust, partnership, association or corporation which is an
investment company organized under the laws of the Commonwealth of Massachusetts or any other state
of the United States.
Shareholders shall have no right to demand payment for their shares or to any other rights of
dissenting shareholders in the event the Trust or any Series participates in any transaction which
would give rise to appraisal or dissenters’ rights by a shareholder of a corporation organized
under Chapter 156D of the General Laws of the Commonwealth of Massachusetts.
11.3. Amendment Procedure. All rights granted to the Shareholders under this
Declaration are granted subject to the reservation of the right to amend this Declaration as herein
provided, except that no amendment shall repeal the limitations on personal liability of any
Shareholder or Trustee or repeal the prohibition of assessment upon the Shareholders without the
express consent of each Shareholder or Trustee involved. Subject to the foregoing, the provisions
of this Declaration (whether or not related to the rights of Shareholders) may be amended at any
time, so long as such amendment does not materially adversely affect the rights of any Shareholder
with respect to which such amendment is or purports to be applicable and so long as such amendment
is not in contravention of applicable law, including the 1940 Act, by an instrument in writing
signed by a majority of the then Trustees (or by an officer of the Trust pursuant to the vote of a
majority of such Trustees). Any amendment to this Declaration that materially adversely affects
the rights of Shareholders may be adopted at any time by an instrument in writing signed by a
majority of the then Trustees (or by an officer of the Trust pursuant to a vote of a majority of
such Trustees) subject to the approval of a majority of the
Shares entitled to vote. Subject to the foregoing, any such amendment shall be effective as
provided in the instrument containing the terms of such amendment or, if there is no provision
therein with respect to effectiveness, upon the execution of such instrument and of a certificate
(which may be a part of such instrument) executed by a Trustee or officer of the Trust to the
effect that such amendment has been duly adopted.
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Notwithstanding the foregoing, the Trustees may amend this Declaration without the vote or
consent of Shareholders if they deem it necessary to conform this Declaration to the requirements
of applicable federal or state laws or regulations or the requirements of the regulated investment
company provisions of the Internal Revenue Code, but the Trustees shall not be liable for failing
so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders
if they deem it necessary or desirable to change the name of the Trust or any Series or Class
thereof, to supply any omission, or to cure, correct or supplement any ambiguous, defective or
inconsistent provision hereof.
11.4. Incorporation. With the approval of the holders of a majority of the Shares, the
Trustees may cause to be organized or assist in organizing a corporation or corporations under the
laws of any jurisdiction or any other trust, partnership, association or other organization to take
over all of the Trust Property or to carry on any business in which the Trust shall directly or
indirectly have any interest, and to sell, convey and transfer the Trust Property to any such
corporation, trust, association or organization in exchange for the shares or securities thereof or
otherwise, and to lend money to, subscribe for the Shares or securities of, and enter into any
contracts with any such corporation, trust, partnership, association or organization, or any
corporation, trust, partnership, association or organization in which the Trust holds or is about
to acquire shares or any other interest. The Trustees may also cause a merger or consolidation
between the Trust or any successor thereto and any such corporation, trust, partnership,
association or other organization if and to the extent permitted by law, as provided under the law
then in effect. Nothing contained herein shall be construed as requiring approval of Shareholders
for the Trustees to organize or assist in organizing one or more corporations, trusts,
partnerships, associations or other organizations and selling, conveying or transferring a portion
of the Trust Property to such organizations or entities.
ARTICLE XII.
Miscellaneous
12.1. Filing. This Declaration and any amendment hereto shall be filed in the office
of the Secretary of the Commonwealth of Massachusetts and in such other places as may be required
under the laws of Massachusetts and also may be filed or recorded in such other places as the
Trustees deem appropriate. Each amendment so filed shall be accompanied by a certificate signed
and acknowledged by a Trustee or officer of the Trust stating that such action was duly taken in a
manner provided herein, and unless such amendment or such certificate sets forth some later time
for the effectiveness of such amendment, such amendment shall be effective as provided in Section
11.4. A restated Declaration, containing the original Declaration and all amendments theretofore
made, may be executed from time to time by a majority of the Trustees and shall, upon filing with
the Secretary of the Commonwealth of Massachusetts, be conclusive
evidence of all amendments contained therein and may thereafter be referred to in lieu of the
original Declaration and the various amendments thereto.
12.2. Resident Agent. The Trust shall maintain a resident agent in the Commonwealth of
Massachusetts, which agent shall initially be CT Corporation System, 000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxxxxxxxx 00000. The Trustees may designate a successor resident agent,
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provided,
however, that such appointment shall not become effective until written notice thereof is delivered
to the office of the Secretary of the Commonwealth of Massachusetts.
12.3. Governing Law. This Declaration is executed by the Trustees and delivered in the
Commonwealth of Massachusetts and with reference to the laws thereof, and the rights of all parties
and the validity and construction of every provision hereof shall be subject to and construed
according to the laws of said Commonwealth and reference shall be specifically made to the business
corporation law of the Commonwealth of Massachusetts as to the construction of matters not
specifically covered herein or as to which an ambiguity exists but the reference to said business
corporation law is not intended to give the Trust, Trustees, Shareholders or any other person, any
right, power, authority or responsibility only to or in connection with an entity organized in
corporate form.
12.4. Counterparts. This Declaration may be simultaneously executed in several
counterparts, each of which shall be deemed to be an original, and such counterparts, together,
shall constitute one and the same instrument, which shall be sufficiently evidenced by any such
original counterpart.
12.5. Reliance by Third Parties. Any certificate executed by an individual who,
according to the records of the Trust or of any recording office in which this Declaration may be
recorded, appears to be a Trustee hereunder, certifying to: (a) the number or identity of Trustees
or Shareholders; (b) the name of the Trust, or any Series or any Class thereof; (c) the due
authorization of the execution of any instrument or writing; (d) the form of any vote passed at a
meeting of Trustees or Shareholders; (e) the fact that the number of Trustees or Shareholders
present at any meeting or executing any written instrument satisfies the requirements of this
Declaration; (f) the form of any By-laws adopted by or the identity of any officers elected by the
Trustees; (g) the existence of any fact or facts which in any manner relate to the affairs of the
Trust, or any Series or any Class thereof; or (h) the establishment of any Series or any Class,
shall be conclusive evidence as to the matters so certified in favor of any person dealing with the
Trustees and their successors.
12.6. Provisions in Conflict with Law or Regulations.
(a) The provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of counsel, that any of such provisions is in conflict with the
1940 Act, the regulated investment company provisions of the Internal Revenue Code or with
other applicable laws and regulations, the conflicting provision shall be deemed never to
have constituted a part of this Declaration; provided, however, that such determination
shall not affect any of the remaining provisions of this Declaration or render invalid or
improper any action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall attach only to such provision in
such jurisdiction and shall not in any manner affect such provision in any other
jurisdiction or any other provision of this Declaration in any jurisdiction.
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IN WITNESS WHEREOF, the undersigned have caused this Declaration of Trust to be executed as of
the day and year first above written.
Xxxxxxxxx X. Xxxxxxxx
|
Xxxxx X. Xxxxxx | |
Trustee
|
Trustee | |
Xxxx X. Xxxxxx
|
Xxxxxxxxx X. Xxxxxxx | |
Trustee
|
Trustee | |
Xxxxx X. Xxxxx
|
G. Xxxxxx Xxxxxx | |
Trustee
|
Trustee |
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SCHEDULE A
(As of May 1, 2012)
[Note: To be updated — Also, not to be filed with Massachusetts]
(As of May 1, 2012)
[Note: To be updated — Also, not to be filed with Massachusetts]
| Series | Classes | |
Cash Management Portfolio |
||
Diversified Bond Portfolio |
||
Floating Rate Loan Portfolio |
||
High Yield Bond Portfolio |
||
Inflation Managed Portfolio |
||
Inflation Protected Portfolio |
||
Managed Bond Portfolio |
||
Short Duration Bond Portfolio |
||
American Funds® Growth Portfolio |
||
American Funds® Growth-Income Portfolio |
||
Xxxxxxxx Portfolio |
||
Dividend Growth Portfolio |
||
Equity Index Portfolio |
||
Focused 30 Portfolio |
||
Growth LT Portfolio |
||
Large-Cap Growth Portfolio |
||
Large-Cap Value Portfolio |
||
Long/Short Large-Cap Portfolio |
||
Main Street® Core Portfolio |
||
Mid-Cap Equity Portfolio |
||
Mid-Cap Growth Portfolio |
||
Mid-Cap Value Portfolio |
||
Small-Cap Equity Portfolio |
||
Small-Cap Growth Portfolio |
||
Small-Cap Index Portfolio |
||
Small-Cap Value Portfolio |
||
Health Sciences Portfolio |
||
Real Estate Portfolio |
||
Technology Portfolio |
||
Emerging Markets Portfolio |
||
International Large-Cap Portfolio |
||
International Small-Cap Portfolio |
||
International Value Portfolio |
||
American Funds® Asset Allocation Portfolio |
||
Pacific Dynamix — Conservative Growth Portfolio |
||
Pacific Dynamix — Moderate Growth Portfolio |
||
Pacific Dynamix — Growth Portfolio |
||
Portfolio Optimization Conservative Portfolio |
||
Portfolio Optimization Moderate-Conservative Portfolio |
||
Portfolio Optimization Moderate Portfolio |
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| Series | Classes | |
Portfolio Optimization Growth Portfolio |
||
Portfolio Optimization Aggressive-Growth Portfolio |
||
PD Aggregate Bond Index Portfolio |
||
PD High Yield Bond Market Portfolio |
||
PD Large-Cap Growth Index Portfolio |
||
PD Large-Cap Value Index Portfolio |
||
PD Small-Cap Growth Index Portfolio |
||
PD Small-Cap Value Index Portfolio |
||
PD International Large-Cap Portfolio |
||
PD Emerging Markets Portfolio |
||
Emerging Markets Debt Portfolio |
||
Floating Rate Income Portfolio |
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