Exhibit 2(a)
XXXXXX XXXXXX INCOME OPPORTUNITIES FUND
AGREEMENT AND DECLARATION OF TRUST
AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts this 8th
day of September 2003, by the Trustees hereunder, and by the holders of shares
of beneficial interest to be issued hereunder as hereinafter provided:
WITNESSETH that
WHEREAS, this Trust has been formed to carry on the business of an
investment company; and
WHEREAS, the Trustees have agreed to manage all property coming into their
hands as trustees of a Massachusetts business trust in accordance with the
provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all cash,
securities and other assets which they may from time to time acquire in any
manner as Trustee hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the pro rata benefit of the holders from time
to time of Shares in this Trust as hereinafter set forth.
ARTICLE I
NAME AND DEFINITIONS
Section 1. Name. This Trust shall be known as "Xxxxxx Xxxxxx Income
Opportunities Fund" and the Trustees shall conduct the business of the Trust
under that name or any other name as they may from time to time determine.
Section 2. Definitions. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a) The "Trust" refers to the Massachusetts business trust established
by this Declaration, as amended or restated from time to time;
(b) "Trustees" refers to the Trustees of the Trust named herein or
elected in accordance with Article IV;
(c) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided
from time to time or, if more than one class or series of Shares is
authorized by the Trustees, the equal proportionate transferable units into
which each class or series of shares shall be divided from time to time;
(d) "Shareholder" means a record owner of Shares;
(e) The "1940 Act" refers to the Investment Company Act of 1940 and
the rules or regulations thereunder and applicable orders of the Securities
and Exchange Commission and interpretations of its staff, as such statute,
rules, regulations, orders or interpretations may be amended from time to
time;
(f) The terms "Affiliated Person", "Interested Person", and "Principal
Underwriter" shall have the applicable meanings given them in the 1940 Act;
(g) "Declaration" shall mean this Agreement and Declaration of Trust,
as amended or restated from time to time;
(h) "Bylaws" shall mean the Bylaws of the Trust as amended or restated
from time to time;
(i) The term "class," when used in connection with Shares, refers to
the division of Shares into two or more classes as provided in Article III,
Section 1 hereof; the term "Class," when used in connection with the
Trustees, refers to the division of the Board of Trustees into two or more
Classes as provided in Article IV, Section 1 hereof;
(j) The term "series" or "series of Shares" refers to the division of
Shares representing any class into two or more series as provided in
Article III, Section 1 hereof; and
(k) The term "Continuing Trustee" shall have the meaning given to such
term in Article IV, Section 2 hereof.
ARTICLE II
PURPOSE
The purpose of the Trust is to provide investors a managed investment
primarily in securities, debt instruments and other instruments and rights of a
financial character and to carry on such other business as the Trustees may from
time to time determine pursuant to their authority under this Declaration.
ARTICLE III
SHARES
Section 1. Division of Beneficial Interest. The Trustees may, without
Shareholder approval, authorize one or more classes of Shares (which classes may
be divided into two or more series), Shares of each such class or series having
such par value and such preferences, voting powers, terms of redemption, if any,
and special or relative rights or privileges (including conversion rights, if
any) as the Trustees may determine. Subject to applicable law, the Trustees may,
without Shareholder approval, authorize the Trust to issue subscription or other
rights representing interests in Shares to existing Shareholders or other
persons subject to such terms and conditions as the Trustees may determine. The
number of Shares of each class or series authorized shall be unlimited, except
as the Bylaws may otherwise provide, and the Shares so
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authorized may be represented in part by fractional shares. The Trustees may
from time to time (a) divide or combine the Shares of any class or series into a
greater or lesser number without thereby changing the proportionate beneficial
interest in the series or class in the assets belonging to that series or
attributable to that class or in any way affecting the rights of shares of any
other series or class or (b) take such other action with respect to the Shares
as the Trustees may deem necessary or desirable.
Section 2. Ownership of Shares. The ownership of Shares shall be recorded
on the books of the Trust or a transfer or similar agent of the trust. Except as
provided in the Bylaws or as the Trustees may otherwise determine from time to
time, no certificates certifying the ownership of Shares shall be issued. The
Trustees may make such rules as they consider appropriate for the issuance of
Share certificates, the transfer of Shares and similar matters. The record books
of the Trust as kept by the Trust or any transfer or similar agent, as the case
may be, shall be conclusive as to who are the Shareholders of each class and
series and as to the number of Shares of each class and series held from time to
time by each Shareholder.
Section 3. Investments in the Trust. The Trustees shall accept investments
in the Trust from such persons and on such terms and, subject to any
requirements of law, for such consideration, which may consist of cash or
tangible or intangible property or a combination thereof, as the Trustees or the
Bylaws from time to time authorize. The Trustees may in their sole discretion
impose a sales charge or other fee upon investments in the Trust or series or
any classes thereof and issue fractional shares.
Section 4. No Preemptive Rights. Shareholders shall have no preemptive or
other right to receive, purchase or subscribe for any additional Shares or other
securities issued by the Trust.
Section 5. Derivative Claims. No Shareholder or group of Shareholders shall
have the right to bring or maintain any court action, proceeding or claim on
behalf of the Trust or any series or class of Shares without first making demand
on the Trustees requesting the Trustees to bring or maintain such action,
proceeding or claim. Such demand shall not be excused under any circumstances,
including claims of alleged interest on the part of the Trustees, unless the
plaintiff makes a specific showing that irreparable nonmonetary injury to the
Trust or series or class of Shares would otherwise result. Such demand shall be
mailed to the Secretary of the Trust at the Trust's principal office and shall
set forth with particularity the nature of the proposed court action, proceeding
or claim and the essential facts relied upon by the Shareholder to support the
allegations made in the demand. The Trustees shall consider such demand within
45 days of its receipt by the Trust. In their sole discretion, the Trustees may
submit the matter to a vote of Shareholders of the Trust or a series or class of
Shares, as appropriate. Any decision by the Trustees to bring, maintain or
settle (or not to bring, maintain or settle) such court action, proceeding or
claim, or to submit the matter to a vote of Shareholders, shall be binding upon
the Shareholders. Any decision by the Trustees to bring or maintain a court
action, proceeding or suit on behalf of the Trust or a series or class of Shares
shall be subject to the right of the Shareholders under Article V hereof to vote
on whether or not such court action, proceeding or suit should or should not be
brought or maintained.
Section 6. Direct Claims. No Shareholder or group of Shareholders shall
have the right to bring or maintain a direct action or claim for monetary
damages against the Trust or the
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Trustees predicated upon an express or implied right of action under this
Declaration or the 1940 Act (excepting rights of action expressly permitted
under section 36(b) of the 1940 Act), nor shall any single Shareholder, who is
similarly situated to one or more other Shareholders with respect to the alleged
injury, have the right to bring such an action, unless such Shareholder or group
of Shareholders has obtained authorization from the Trustees to bring the
action. The requirement of authorization shall not be excused under any
circumstances, including claims of alleged interest on the part of the Trustees.
A request for authorization shall be mailed to the Secretary of the Trust at the
Trust's principal office and shall set forth with particularity the nature of
the proposed court action, proceeding or claim and the essential facts relied
upon by the group of Shareholders or Shareholder to support the allegations made
in the request. The Trustees shall consider such request within 45 days of its
receipt by the Trust. In their sole discretion, the Trustees may submit the
matter to a vote of Shareholders of the Trust or series or class of Shares, as
appropriate. Any decision by the Trustees to settle or to authorize (or not to
settle or not to authorize) such court action, proceeding or claim, or to submit
the matter to a vote of Shareholders, shall be binding upon the Shareholder or
group of Shareholders seeking authorization. Any decision by the Trustees to
authorize a court action, proceeding or suit by a Shareholder or group of
Shareholders shall be subject to the right of the Shareholders under Article V
hereof to vote on whether or not such court action, proceeding or suit should or
should not be brought or maintained.
Section 7. Status of Shares and Limitation of Personal Liability. Shares
shall be deemed to be personal property giving only the rights provided in this
Declaration or the Bylaws. Every Shareholder by virtue of having become a
Shareholder shall be held to have expressly assented and agreed to the terms of
this Declaration and the Bylaws and to have become a party hereto and thereto.
The death of a Shareholder during the continuance of the Trust shall not operate
to terminate the same nor entitle the representative of any deceased Shareholder
to an accounting or to take any action in court or elsewhere against the Trust
or the Trustees, but only to the rights of said decedent under this Trust.
Ownership of Shares shall not entitle the Shareholder to any title in or to the
whole or any part of the Trust property or right to call for a partition or
division of the same or for an accounting, nor shall the ownership of Shares
constitute the Shareholders partners. Neither the Trust nor the Trustees, nor
any officer, employee or agent of the Trust, shall have any power to bind
personally any Shareholder, nor except as specifically provided herein to call
upon any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time personally agree
to pay.
ARTICLE IV
THE TRUSTEES
Section 1. Number and Classes of Trustees and Term of Office. Subject to
the voting powers of one or more classes or series of Shares as set forth in the
Bylaws, the number of Trustees shall be such number as shall be fixed from time
to time by a majority of the Trustees; provided, however, that the number of
Trustees shall in no event be less than three (3) from and after the date when
Shares are first sold pursuant to an initial registered public offering. The
Trustee or Trustees who are signatories to this Declaration as of the date
hereof and such other persons as the Trustee or Trustees then in office shall
appoint (to fill a vacancy or otherwise) prior to any sale of Shares pursuant to
an initial registered public offering shall each serve until
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the first meeting of Shareholders at which Trustees are elected (or, if later,
until the first meeting of Shareholders at which Trustees of the Class to which
such Trustee has been assigned are elected) and until his or her successor is
elected and qualified, or until he or she sooner dies, resigns, retires or is
disqualified or removed from office, subject in each case to the Classes of
Trustees and terms created pursuant to this Article IV.
An initial annual meeting of Shareholders or special meeting in lieu
thereof shall be called to be held not more than sixteen months after Shares are
first sold pursuant to an initial registered public offering; subsequent annual
meetings of Shareholders or special meetings in lieu thereof (each an "annual
meeting") shall be held as specified in the Bylaws. Prior to any sale of Shares
pursuant to an initial registered public offering, the Trustees shall by
resolution classify themselves, with respect to the time for which they
severally hold office, into the following three classes: Class I, whose term
expires at the initial annual meeting; Class II, whose term expires at the next
succeeding annual meeting after the initial annual meeting (the "second annual
meeting"); and Class III, whose term expires at the next succeeding annual
meeting after the second annual meeting. Each Class shall consist, as nearly as
may be possible, of one-third of the total number of Trustees constituting the
entire Board of Trustees. At each annual meeting beginning with the initial
annual meeting, the successors of the Class of Trustees whose term expires at
that meeting shall be elected to hold office for a term expiring at the annual
meeting held in the third year following the year of their election, with each
Trustee holding office until the expiration of the term of the relevant Class
and the election and qualification of his or her successor, or until he or she
sooner dies, resigns, retires, or is disqualified or removed from office. The
Trustees may also determine by resolution those Trustees in each Class that
shall be elected by Shareholders of a particular class of Shares (e.g., by a
class of preferred Shares issued by the Trust) prior to the initial public
offering of such class of Shares.
If the number of Trustees is changed, any increase or decrease shall be
apportioned among the Classes, as of the annual meeting of Shareholders next
succeeding any such change, so as to maintain a number of Trustees in each Class
as nearly equal as possible, with the result that, to the extent a Trustee is
assigned to a new Class, his or her term as Trustee shall coincide with that of
his or her newly assigned Class. No reduction in the number of Trustees shall
have the effect of removing any Trustee from office prior to the expiration of
his or her term unless the Trustee is specifically removed pursuant to Section 3
of this Article at the time of the decrease. Except as provided in this Section
1 or Section 3 of this Article, after the initial registered public offering of
the Shares, Trustees shall be elected only at an annual meeting of Shareholders.
Section 2. Continuing Trustee; Definition. For purposes of this Declaration
and the Bylaws, the term "Continuing Trustee" shall mean any member of the Board
of Trustees who (a) has been a member of the Board of Trustees for a period of
at least thirty-six months (or since immediately after the initial registered
public offering of the Trust's Shares, if less than thirty-six months); (b) was
nominated to serve as a member of the Board of Trustees by a majority of the
Continuing Trustees then members of the Board of Trustees; or (c) prior to the
first sale of Shares pursuant to an initial registered public offering only,
serves as a Trustee.
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Section 3. Vacancies; Resignation; Removal. From and after the date when
Shares are first sold pursuant to an initial registered public offering and
subject to any voting powers of one or more classes or series of Shares as set
forth in this Declaration or in the Bylaws or by resolution of the Board of
Trustees, any vacancies occurring in the Board of Trustees may be filled by the
Trustees as set forth below. Prior to the date when Shares are first sold
pursuant to an initial registered public offering, subject to any limitations
imposed by the 1940 Act or other applicable law, any vacancies occurring in the
Board of Trustees may be filled by the Trustees without any action by or meeting
of Shareholders.
From and after the date when Shares are first sold pursuant to an initial
registered public offering and subject to any voting powers of one or more
classes or series of Shares as set forth in this Declaration or in the Bylaws or
by resolution of the Board of Trustees, and subject to any limitations imposed
by the 1940 Act or other applicable law, any vacancy occurring in the Board of
Trustees that results from an increase in the number of Trustees may be filled
by a majority of the entire Board of Trustees, and any other vacancy occurring
in the Board of Trustees may be filled by a majority of the Trustees then in
office, whether or not sufficient to constitute a quorum, or by a sole remaining
Trustee; provided, however, that if the Shareholders of any class or series of
Shares are entitled separately to elect one or more Trustees, a majority of the
remaining Trustees elected by that class or series or the sole remaining Trustee
elected by that class or series may fill any vacancy among the number of
Trustees elected by that class or series. A Trustee elected by the Board of
Trustees (or a group of Trustees or a single Trustee, as the case may be, as
provided herein) to fill any vacancy occurring in the Board of Trustees shall
serve until the next annual meeting of Shareholders and until his successor
shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. At any annual
meeting of Shareholders, any Trustee elected to fill any vacancy occurring in
the Board of Trustees that has arisen since the preceding annual meeting of
Shareholders (whether or not any such vacancy has been filled by election of a
new Trustee by the Board of Trustees (or a group of Trustees or a single
Trustee, as the case may be, as provided herein)) shall hold office for a term
which coincides with the remaining term of the Class of Trustee to which such
office was previously assigned, if such vacancy arose other than by an increase
in the number of Trustees, and until his successor shall be elected and shall
qualify. In the event such vacancy arose due to an increase in the number of
Trustees, any Trustee so elected to fill such vacancy at an annual meeting shall
hold office for a term which coincides with that of the Class of Trustee to
which such office has been apportioned as heretofore provided, and until his
successor shall be elected and shall qualify or until he or she sooner dies,
resigns, retires, or is disqualified or removed from office.
Any Trustee may resign his trust or retire as a Trustee (without need for
prior or subsequent accounting except in the event of removal) by an instrument
in writing signed by him and delivered to the President, Secretary or a Trustee
of the Trust (or, if prior to any sale of Shares pursuant to an initial
registered public offering, delivered to the remaining Trustee or Trustees), and
such resignation or retirement shall be effective upon such delivery, or at a
later date according to the terms of the instrument. Subject to any voting
powers of one or more classes or series of Shares as set forth in this
Declaration or in the Bylaws, any Trustee may be removed from office only for
"Cause" (as hereinafter defined) and only (i) by action of at least seventy-five
percent (75%) of the outstanding Shares of the classes or series of Shares
entitled to vote for the election of such Trustee, at a meeting called for the
purpose, or (ii) by written
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instrument, signed by at least seventy-five percent (75%) of the remaining
Trustees, specifying the date when such removal shall become effective. "Cause"
for these purposes shall require willful misconduct, dishonesty or fraud on the
part of the Trustee in the conduct of his or her office or such Trustee being
convicted of a felony.
Section 4. Effect of Death, Resignation, etc. of a Trustee. The death,
declination, resignation, retirement, removal, disqualification or incapacity of
the Trustees, or any one of them, shall not operate to annul the Trust or to
revoke any existing agency created pursuant to the terms of this Declaration.
Section 5. Powers. Subject to the provisions of this Declaration, the
business of the Trust shall be managed by the Trustees, and they shall have all
powers necessary or convenient to carry out that responsibility. Without
limiting the foregoing, the Trustees may adopt Bylaws not inconsistent with this
Declaration providing for the conduct of the business of the Trust and such
other matters they may consider to be necessary or appropriate and may amend and
repeal them to the extent and as provided in Article IX, Section 8(c) of this
Declaration. Subject to the voting power of one or more classes or series of
Shares as set forth in this Declaration or in the Bylaws or by resolution of the
Board of Trustees, the Trustees may fill vacancies in or add to their number,
including vacancies resulting from increases in their number, and may elect and
remove such officers and appoint and terminate such agents as they consider
appropriate; they may appoint from their own number, and terminate, any one or
more committees consisting of one or more Trustees, including an executive
committee which may, when the Trustees are not in session, exercise some or all
of the power and authority of the Trustees as the Trustees may determine; they
may appoint an advisory board, the members of which shall not be Trustees and
need not be Shareholders; they may employ one or more custodians of the assets
of the Trust and may authorize such custodians to employ subcustodians and to
deposit all or any part of such assets in a system or systems for the central
handling of securities; they may retain a transfer agent or a shareholder
servicing agent, or both, and provide for the distribution of Shares by the
Trust, through one or more principal underwriters or otherwise; they may set
record dates for the determination of Shareholders with respect to various
matters; and they may in general delegate such authority as they consider
desirable to any officer of the Trust, to any committee of the Trustees and to
any agent or employee of the Trust or to any such custodian or underwriter.
Without limiting the foregoing, the Trustees shall have power and
authority:
(a) To invest and reinvest cash, and to hold cash uninvested;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate, write
options on and lease any or all of the assets of the Trust;
(c) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver proxies or powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or persons such power
and discretion with relation to securities or property as the Trustees
shall deem proper;
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(d) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;
(e) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in the
name of the Trustees or of the Trust or in the name of a custodian,
subcustodian or other depository or a nominee or nominees or otherwise;
(f) To the extent necessary or appropriate to give effect to the
preferences, special or relative rights or privileges of any classes or
series of Shares, to allocate assets, liabilities, income and expenses of
the Trust to a particular class or classes or series of Shares or to
apportion the same among two or more classes or series;
(g) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer, any security of which
is or was held in the Trust; to consent to any contract, lease, mortgage,
purchase or sale of property by such corporation or issuer, and to pay
calls or subscriptions with respect to any security held in the Trust;
(h) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit
any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority
with relation to any security (whether or not so deposited or transferred)
as the Trustees shall deem proper, and to agree to pay, and to pay, such
portion of the expenses and compensation of such committee, depositary or
trustee as the Trustees shall deem proper;
(i) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust on any matter in controversy, including but not limited
to claims for taxes;
(j) To enter into joint ventures, general or limited partnerships,
limited liability companies, and any other combinations or associations;
(k) To borrow funds;
(l) To endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and pledge
the Trust property or any part thereof to secure any of or all of such
obligations;
(m) To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of the
business of the Trust, including, without limitation, insurance policies
insuring the assets of the Trust and payment of distributions and principal
on its portfolio investments, and insurance policies insuring the
Shareholders, Trustees, officers, employees, agents, investment advisers,
sub-advisers or managers, principal underwriters or independent contractors
of the Trust individually against all claims and liabilities of every
nature arising by reason of holding, being or having held any such office
or position, or by reason of any action alleged to
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have been taken or omitted by any such person as Shareholder, Trustee,
officer, employee, agent, investment adviser, sub-adviser or manager,
principal underwriter or independent contractor, including any action taken
or omitted that may be determined to constitute negligence, whether or not
the Trust would have the power to indemnify such person against such
liability;
(n) To pay pensions for faithful service, as deemed appropriate by the
Trustees, and to adopt, establish and carry out pension, profit-sharing,
share bonus, share purchase, savings, thrift and other retirement,
incentive and benefit plans, trusts and provisions, including the
purchasing of life insurance and annuity contracts as a means of providing
such retirement and other benefits, for any or all of the Trustees,
officers, employees and agents of the Trust;
(o) To purchase, redeem or otherwise acquire Shares; and
(p) To engage in any other lawful act or activity in which business
corporations organized under the laws of The Commonwealth of Massachusetts
may engage.
The foregoing enumeration of the powers and authority of the Trustees shall
be read as broadly and liberally as possible, it being the intent of the
foregoing to in no way limit the Trustees' powers and authority.
The Trustees shall not in any way be bound or limited by any present or
future law or custom in regard to investments by trustees. Except as otherwise
provided herein or from time to time in the Bylaws, 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), within or without Massachusetts. Except
as otherwise provided herein or from time to time in the Bylaws, any action to
be taken by the Trustees may be taken at a meeting held by means of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting, or
by written consents of a majority of the Trustees then in office (or such
greater number as may be required by this Declaration, the Bylaws or applicable
law).
Section 6. Payment of Expenses by the Trust. The Trustees are authorized to
pay, or to cause to be paid out of the principal or income of the Trust, or
partly out of principal and partly out of income, as they deem fair, all
expenses, fees, charges, taxes and liabilities incurred or arising in connection
with the Trust, or in connection with the management thereof, including, but not
limited to, the Trustees' compensation and such expenses and charges for the
services of the Trust's officers, employees, investment adviser, sub-adviser or
manager, principal underwriter, auditor, counsel, administrator or
sub-administrator, custodian, transfer agent, shareholder servicing agent, and
such other agents or independent contractors and such other expenses and charges
as the Trustees may deem necessary or proper to incur.
Section 7. Ownership of Assets of the Trust. Title to all of the assets of
the Trust and each series and class of Shares shall at all times be considered
as vested in the Trustees.
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Section 8. Advisory, Management and Distribution. The Trustees may, at any
time and from time to time, contract for exclusive or nonexclusive advisory
and/or management services with any corporation, trust, association or other
organization (the "Manager"), every such contract to comply with such
requirements and restrictions as may be set forth in the Bylaws; and any such
contract may provide for one or more sub-advisers or other agents who shall
perform all or part of the obligations of the Manager under such contract and
contain such other terms interpretive of or in addition to said requirements and
restrictions as the Trustees may determine, including, without limitation,
authority to determine from time to time what investments shall be purchased,
held, sold, or exchanged and what portion, if any, of the assets of the Trust
shall be held uninvested and to make changes in the Trust's investments. The
Trustees may also, at any time and from time to time, contract with the Manager
or any other corporation, trust, association or other organization, appointing
it exclusive or nonexclusive distributor or principal underwriter for the
Shares, every such contract to comply with such requirements and restrictions as
may be set forth in the Bylaws; and any such contract may contain such other
terms interpretive of or in addition to said requirements and restrictions as
the Trustees may determine.
The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is
a shareholder, director, officer, partner, trustee, employee, manager,
adviser, sub-adviser, principal underwriter or distributor or agent of
or for any corporation, trust, association or other organization, or
of or for any parent or affiliate of any organization, with which an
advisory, sub-advisory or management contract, principal underwriter's
or distributor's contract, administrative services contract, or
transfer, shareholder servicing or other agency contract may have been
or may hereafter be made, or that any such organization, or any parent
or affiliate thereof, is a Shareholder or has an interest in the
Trust, or that
(ii) any corporation, trust, association or other organization
with which an advisory, sub-advisory or management contract, principal
underwriter's or distributor's contract or transfer, shareholder
servicing or other agency contract may have been or may hereafter be
made also has an advisory, sub-advisory or management contract, or
principal underwriter's or distributor's contract, administrative
services contract, or transfer, shareholder servicing or other agency
contract with one or more other corporations, trusts, associations or
other organizations, or of or for any parent or affiliate of any
organization, or has other business or interests,
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shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.
ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. General. Except as otherwise provided in this Article V or
elsewhere in this Declaration, Shareholders shall have such power to vote as is
provided for in, and shall and may hold meetings and take actions pursuant to,
the provisions of the Bylaws.
Section 2. Voting Powers as to Certain Transactions.
(a) Except as otherwise provided in paragraph (b) of this Section 2,
the affirmative vote or consent of at least seventy-five percent (75%) of
the Trustees of the Trust and at least seventy-five percent (75%) of the
Shares outstanding and entitled to vote thereon shall be necessary to
authorize any of the following actions:
(i) the merger or consolidation or share exchange of the Trust or
any series or class of Shares with or into any other person or company
(including, without limitation, a partnership, corporation, joint
venture, business trust, common law trust or any other business
organization) or of any such person or company with or into the Trust
or any series or class of Shares;
(ii) the issuance or transfer by the Trust or any series or class
of Shares in one or more series of transactions in any twelve-month
period of any securities issued by the Trust or such series or class
to any other person or entity for cash, securities or other property
(or combination thereof), having an aggregate fair market value of
$1,000,000 or more, excluding (i) sales of any securities of the Trust
or a series or class in connection with a public offering thereof,
(ii) issuances of securities of the Trust or a series or class
pursuant to a dividend reinvestment plan adopted by the Trustees,
(iii) issuances of securities of the Trust or a series or class upon
the exercise of any stock subscription rights distributed by the Trust
or a series or class, and (iv) issuances of securities of the Trust or
a series or class to all Shareholders of the Trust or such series or
class on a pro rata basis;
(iii) a sale, lease, exchange, mortgage, pledge, transfer or
other disposition by the Trust or any series or class of Shares (in
one or a series of transactions in any twelve-month period) to or with
any person of any assets of the Trust or such series or class having
an aggregate fair market value of $1,000,000 or more, except for
transactions effected by the Trust or a series or class in the
ordinary course of business;
(iv) any Shareholder proposal as to specific investment decisions
made or to be made with respect to the assets of the Trust or a series
or class of Shares.
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(b) Notwithstanding anything to the contrary in paragraph (a) of this
Section 2, so long as each action is approved by both a majority of the
entire Board of Trustees and seventy-five percent (75%) of the Continuing
Trustees, and so long as all other conditions and requirements, if any,
provided for in the Bylaws and applicable law have been satisfied, then no
Shareholder vote or consent shall be necessary or required to approve any
of the actions listed in paragraphs (a)(i), (a)(ii), (a)(iii) or (a)(iv) of
this Section 2, except to the extent such Shareholder vote or consent is
required by the 1940 Act or other applicable law.
Section 3. Conversion to Open-End Company. Notwithstanding any other
provisions in this Declaration or the Bylaws, the conversion of the Trust or any
series of Shares from a "closed-end company" to an "open-end company", as those
terms are defined in Sections 5(a)(2) and 5(a)(1), respectively, of the 1940 Act
(as in effect on the date of this Declaration), together with any necessary
amendments to this Declaration to permit such a conversion, shall require the
affirmative vote or consent of at least seventy-five percent (75%) of each class
of Shares outstanding and entitled to vote on the matter, unless a majority of
the Trustees and seventy-five percent (75%) of the Continuing Trustees entitled
to vote on the matter approve such conversion and related actions. In the event
of such approval by the Trustees and the Continuing Trustees as referred to in
the preceding sentence, the 1940 Act shall govern whether and to what extent a
vote or consent of Shares shall be required to approve such conversion and
related actions. Any affirmative vote or consent required under this Section 3
shall be in addition to the vote or consent of the Shareholders otherwise
required by law or by any agreement between the Trust and any national
securities exchange.
ARTICLE VI
DISTRIBUTIONS AND DETERMINATION OF NET ASSET VALUE
Section 1. Distributions. (a) The Trustees may each year, or more
frequently if they so desire, but need not, distribute to the Shareholders of
any or all classes or series of Shares such income and gains, accrued or
realized, as the Trustees may determine, after providing for actual and accrued
expenses and liabilities (including such reserves as the Trustees may establish)
determined in accordance with good accounting practices and subject to the
preferences, special or relative rights or privileges of the various classes or
series of Shares. The Trustees shall have full discretion to determine which
items shall be treated as income and which items as capital and their
determination shall be binding upon the Shareholders. Distributions of income
for each year or other period, if any be made, may be made in one or more
payments, which shall be in Shares, in cash or otherwise and on a date or dates
and as of a record date or dates determined by the Trustees. At any time and
from time to time in their discretion, the Trustees may distribute to the
Shareholders as of a record date or dates determined by the Trustees, in Shares,
in cash or otherwise, all or part of any gains realized on the sale or
disposition of property or otherwise, or all or part of any other principal of
the Trust. Each distribution pursuant to this Section 1 to the Shareholders of a
particular class or series shall be made ratably according to the number of
Shares of such class or series held by the several Shareholders on the
applicable record date thereof, provided that no distribution need be made on
Shares purchased pursuant to orders received, or for which payment is made,
after such time or times as the Trustees may determine. Any such distribution
paid in Shares will be paid at the net asset value thereof as determined in
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accordance with Section 2 of this Article VI, or at such other value as may be
specified by the Bylaws or as the Trustees may from time to time determine,
subject to applicable laws and regulations then in effect.
(b) Any other provisions of this Declaration or the Bylaws notwithstanding,
the Trustees may not distribute to the Shareholders (in one or a series of
distributions) during any twelve-month period any property (in cash, Shares or
otherwise) with an aggregate fair market value in excess of 125% of the income
and gains (accrued or realized) of the Trust during such twelve-month period
(the "Distribution Limit"); provided, however, a distribution in excess of the
Distribution Limit may be made if such distribution shall have been approved by
the vote or consent of a majority of the Trustees and seventy-five percent (75%)
of the Continuing Trustees.
Section 2. Determination of Net Asset Value. The net asset value per share
of each class and each series of Shares of the Trust shall be determined in
accordance with the 1940 Act and any related procedures adopted by the Trustees
from time to time. Determinations made under and pursuant to this Section 2 in
good faith and in accordance with the provisions of the 1940 Act shall be
binding on all parties concerned.
ARTICLE VII
COMPENSATION AND LIMITATION
OF LIABILITY OF TRUSTEES
Section 1. Compensation. The Trustees as such shall be entitled to
reasonable compensation from the Trust; they may fix the amount of their
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, legal, accounting, investment banking,
underwriting, brokerage or other services and payment for the same by the Trust.
Section 2. Limitation of Liability. The Trustees shall not be responsible
or liable in any event for any neglect or wrongdoing of any officer, agent,
employee, adviser, sub-adviser, manager, administrator or principal underwriter
of the Trust, nor shall any Trustee be responsible for the act or omission of
any other Trustee, but nothing herein contained shall protect any Trustee
against any liability to which he or she would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
Every note, bond, contract, instrument, certificate, Share or undertaking
and every other act or thing whatsoever executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been executed or done only in or with respect to
their or his or her capacity as Trustees or Trustee, and such Trustees or
Trustee shall not be personally liable thereon.
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ARTICLE VIII
INDEMNIFICATION
Section 1. Trustees, Officers etc. The Trust shall indemnify 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 and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees reasonably 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 Covered Person, except with respect to any matter as to which such
Covered Person shall have been finally adjudicated in a decision on the merits
in any such action, suit or other proceeding (a) not to have acted in good faith
in the reasonable belief that such Covered Person's action was in the best
interests of the Trust or (b) to be 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. Expenses,
including counsel fees so incurred by any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in compromise or as fines or
penalties), shall be paid from time to time by the Trust in advance of the final
disposition of any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to repay amounts so paid to
the Trust if it is ultimately determined that indemnification of such expenses
is not authorized under this Article, provided, that (a) such Covered Person
shall provide security for his or her undertaking, (b) the Trust shall be
insured against losses arising by reason of such Covered Person's failure to
fulfill his or her undertaking, or (c) a majority of the Trustees who are
disinterested persons and who are not Interested Persons of the Trust (provided
that a majority of such Trustees then in office act on the matter), or
independent legal counsel in a written opinion shall determine, based on a
review of readily available facts (but not a full trial-type inquiry), that
there is reason to believe such Covered Person ultimately will be entitled to
indemnification.
Section 2. Compromise Payment. As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or otherwise) without an
adjudication in a decision on the merits by a court, or by any other body before
which the proceeding was brought, that such Covered Person either (a) did not
act in good faith in the reasonable belief that such Covered Person's action was
in the best interests of the Trust or (b) is 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, indemnification shall be provided if (x) approved as in the
best interest of the Trust, after notice that it involves such indemnification,
by at least a majority of the Trustees who are disinterested persons and are not
Interested Persons of the Trust (provided that a majority of such Trustees then
in office act on the matter), upon a determination, based upon a review of
readily available facts (but not a full trial-type inquiry) that such Covered
Person acted in good faith in the reasonable belief that such Covered Person's
action was in the best interests of the Trust and is not liable to the Trust or
its Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard
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of the duties involved in the conduct of such Covered Person's office, or (y)
there has been obtained an opinion in writing of independent legal counsel,
based upon a review of readily available facts (but not a full trial-type
inquiry), to the effect that such Covered Person appears to have acted in good
faith in the reasonable belief that such Covered Person's action was in the best
interests of the Trust and that such indemnification would not protect such
Covered Person against any liability to the Trust to which such Covered Person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office. Any approval pursuant to this Section 2 shall not prevent the
recovery from any Covered Person of any amount paid to such Covered Person in
accordance with this Section 2 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
the best 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.
Section 3. Rebuttable Presumption. For purposes of the determination or
opinion referred to in clause (c) of Section 1 of this Article VIII or clauses
(x) or (y) of Section 2 of this Article VIII, the majority of Trustees who are
disinterested persons and who are not Interested Persons of the Trust acting on
the matter or independent legal counsel, as the case may be, shall be entitled
to rely upon a rebuttable presumption that the Covered Person has not engaged in
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.
Section 4. Indemnification Not Exclusive. The right of indemnification
hereby provided shall not be exclusive of or affect any other rights to which
any such Covered Person may be entitled. As used in this Article VIII, the term
"Covered Person" shall include such person's heirs, executors and
administrators, and a "disinterested person" is a person against whom none of
the actions, suits or other proceedings in question or another action, suit or
other proceeding on the same or similar grounds is then or has been pending.
Nothing contained in this Article VIII 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 such person; provided, however, that the Trust shall not purchase or
maintain any such liability insurance in contravention of the 1940 Act or other
applicable law. Each person who is or becomes a Covered Person shall be deemed
to have served or to have continued to serve in such capacity in reliance on the
indemnification, advancement of expenses and other provisions provided for in
this Article VIII.
Section 5. Shareholders. In case any Shareholder or former Shareholder
shall be held to be personally liable solely by reason of his or her being or
having been a Shareholder and not because of his or her acts or omissions or for
some other reason, the Shareholder or former Shareholder (or his or her 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 to be held harmless from and indemnified against all loss and expense
arising from such liability.
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ARTICLE IX
MISCELLANEOUS
Section 1. Trustees, Shareholders etc. Not Personally Liable; Notice. All
persons extending credit to, contracting with or having any claim against the
Trust or a particular series or class of Shares shall look only to the assets of
the Trust or the assets of that particular series or class of Shares for payment
under such credit, contract or claim; and neither the Shareholders nor the
Trustees, nor any of the Trust's officers, employees or agents, whether past,
present or future, shall be personally liable therefor. Nothing in this
Declaration shall protect any Trustee against any liability to which such
Trustee 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.
Every note, bond, contract, instrument, certificate or undertaking made or
issued by the Trustees or by any officer or officers shall give notice that this
Declaration is on file with the Secretary of The Commonwealth of Massachusetts
and shall recite that the same was executed or made by or on behalf of the Trust
or by them as Trustee or Trustees or as officer or officers 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, and may contain such further recital as he or she or they may deem
appropriate, but the omission thereof shall not operate to bind any Trustee or
Trustees or officer or officers or Shareholder or Shareholders individually.
Section 2. Trustees and Officers Good Faith Action, Expert Advice, No Bond
or Surety. The exercise by the Trustees of their powers and discretions
hereunder shall be binding upon everyone interested. A Trustee or officer shall
be liable for his or her own willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the office of
Trustee or officer, and for nothing else, and shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees or officers may take advice of
counsel or other experts with respect to the meaning and operation of this
Declaration, and shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice. The Trustees
and officers shall not be required to give any bond as such, nor any surety if a
bond is required.
Section 3. Limitation on Liability of Certain Trustees. For the sake of
clarification and without limiting any other provision of this Article IX, the
appointment, designation or identification of a Trustee as the chairperson of
the Trustees, the lead or assistant lead independent Trustee, a member or
chairperson of a committee of the Trustees, an expert on any topic or in any
area (including audit committee financial expert) or having any other special
appointment, designation or identification, shall not (a) impose on that person
any duty, obligation or liability that is greater than the duties, obligations
and liabilities imposed on that person as a Trustee in the absence of the
appointment, designation or identification or (b) affect in any way such
Trustee's rights or entitlement to indemnification, and no Trustee who has
special skills or expertise, or is appointed, designated or identified as
aforesaid, shall (x) be held to a higher standard of care by virtue thereof or
(y) be limited with respect to any indemnification to which such Trustee would
otherwise be entitled.
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Section 4. 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.
Section 5. Duration and Termination of Trust. Unless terminated as provided
herein, the Trust shall continue without limitation of time. Subject to the
voting powers of one or more classes or series of Shares as set forth in the
Bylaws, the Trust may be terminated at any time (i) by vote or consent of
Shareholders holding at least seventy-five percent (75%) of the Shares entitled
to vote or (ii) by vote or consent of majority of the entire Board of Trustees
and seventy-five percent (75%) of the Continuing Trustees upon written notice to
the Shareholders. Except as otherwise provided in the Bylaws, any series or
class of Shares may be terminated at any time (x) by vote or consent of
Shareholders holding at least seventy-five percent (75%) of the Shares of such
series of class entitled to vote or (y) by vote or consent of majority of the
entire Board of Trustees and seventy-five percent (75%) of the Continuing
Trustees upon written notice to the Shareholders of such series or class. For
the avoidance of any doubt and notwithstanding anything to the contrary in this
Declaration, Shareholders shall have no separate right to vote with respect to
the termination of the Trust or a series of class of Shares if the Trustees
(including the Continuing Trustees) exercise their right to terminate the Trust
or such series or class pursuant to clauses (ii) and (y) of this Section 5.
Upon termination of the Trust or of any one or more series or classes of
Shares, after paying or otherwise providing for all charges, taxes, expenses and
liabilities, whether due or accrued or anticipated, of the Trust or of the
particular series or class, as may be determined by the Trustees, the Trust
shall in accordance with such procedures as the Trustees consider appropriate
reduce the remaining assets to distributable form in cash or shares or other
property, or any combination thereof, and distribute the proceeds to the
Shareholders of the series or class(es) involved, ratably according to the
number of Shares of such series or class held by the several Shareholders on the
date of termination, except to the extent otherwise required or permitted by the
preferences and special or relative rights or privileges of any classes or
series of Shares. For these purposes, "ratably" shall refer to the proceeds
themselves and shall not prevent different Shareholders from receiving different
forms of property.
Section 6. Filing of Copies, References, Headings. The original or a copy
of this instrument and of each amendment hereto shall be kept at the office of
the Trust, where it may be inspected by any Shareholder. A copy of this
instrument and of each amendment hereto shall be filed by the Trust with the
Secretary of The Commonwealth of Massachusetts and with the Boston City Clerk,
as well as any other governmental office where such filing may from time to time
be required. Anyone dealing with the Trust may rely on a certificate by an
officer of the Trust as to whether or not any such amendments have been made and
as to any matters in connection with the Trust hereunder; and, with the same
effect as if it were the original, may rely on a copy certified by an officer of
the Trust to be a copy of this instrument or of any such amendments. In this
instrument and in any such amendment, references to this instrument, and all
expressions like "herein," "hereof," and "hereunder," shall be deemed to refer
to this instrument as amended or affected by any such amendments. Headings are
placed herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the
-17-
meaning, construction or effect of this instrument. This instrument may be
executed in any number of counterparts, each of which shall be deemed an
original.
Section 7. Applicable Law. This Declaration is made in The Commonwealth of
Massachusetts, and it is created under and is to be governed by and construed
and administered according to the laws of said Commonwealth. The Trust shall be
of the type commonly called a Massachusetts business trust, and without limiting
the provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a trust.
Section 8. Amendments. (a) Except to the extent that the Bylaws or
applicable law may require a higher vote or the separate vote of one or more
classes or series of Shares, and except as provided in paragraph (b) of this
Section 8, this Declaration may be amended at any time by an instrument in
writing signed by a majority of the then Trustees (1) when authorized so to do
by a vote or consent of Shareholders holding a majority of the Shares entitled
to vote or (2) without Shareholder approval as may be necessary or desirable in
order to authorize one or more classes or series of Shares as provided for in
Section 1 of Article III. Amendments having the purpose of changing the name of
the Trust or of supplying any omission, curing any ambiguity or curing,
correcting or supplementing any defective or inconsistent provision contained
herein shall not require authorization by Shareholder vote.
(b) Except to the extent that the Bylaws or applicable law may require a
higher vote or the separate vote of one or more classes or series of Shares, no
amendment may be made under this Section 8 which shall amend, alter, change or
repeal any of the provisions of Article III, Sections 4, 5, 6 or 7; Article IV,
Sections 1, 2, 3 or 4; each Section of Article V; paragraph (b) of Article VI,
Section 1; Article VII, Section 2; each Section of Article VIII; or this Article
IX, Sections 1, 2, 3, 5, or 8 unless, in each case, the amendment effecting such
amendment, alteration, change or repeal shall be effected by an instrument in
writing signed by a majority of the then Trustees and seventy-five percent (75%)
of the Continuing Trustees and shall receive the affirmative vote or consent of
Shareholders holding a majority of the Shares entitled to vote; provided,
however, that such affirmative vote or consent shall be in addition to the vote
or consent of the Shareholders otherwise required by applicable law or by the
terms of any agreement between the Trust and any national securities exchange.
(c) Except to the extent that the Bylaws or applicable law requires a vote
or consent of Shareholders, the Board of Trustees, or any Committee consisting
of one or more Trustees appointed by a majority of the Board of Trustees and a
majority of the Continuing Trustees then in office shall, by resolution or
writing signed by a majority of the Board of Trustees or such Committee, as the
case may be, have the sole power and authority to adopt, amend, alter, change or
repeal any Bylaw of the Trust; provided, however, that any amendment,
alteration, change or repeal of Section 10 of the Bylaws, or any other Section
or provision of the Bylaws determined from time to time to be subject to the
supermajority provision contained in this clause by a majority of the Trustees
and seventy-five percent (75%) of the Continuing Trustees, shall require the
approval of a majority of the Board of Trustees and seventy-five percent (75%)
of the Continuing Trustees.
Section 9. Address of the Trust. As of the date hereof, the principal
address of the Trust and each Trustee is c/o CDC IXIS Asset Management Services,
Inc., 000 Xxxxxxxx Xxxxxx,
-00-
Xxxxxx, Xxxxxxxxxxxxx 00000. Each Trustee may change his or her principal
address at any time, in his or her sole discretion. The Trustees may change the
principal address of the Trust to any location within or without The
Commonwealth of Massachusetts as they shall determine in their sole discretion.
The name and address of the resident agent of the Trust on the date hereof in
The Commonwealth of Massachusetts is CDC IXIS Asset Management Services, Inc.,
000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, attention General Counsel. The
Trustees may without shareholder approval appoint a new or successor agent of
the Trust at any time, in their sole discretion.
[The rest of this page intentionally left blank.]
-19-
IN WITNESS HEREOF, all of the Trustees as aforesaid do hereto set their
hands this 8th day of September, 2003.
/s/ Xxxx X. Xxxxxxxxx
--------------------------------
Xxxx X. Xxxxxxxxx
COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF SUFFOLK )
Then personally appeared before me Xxxx X. Xxxxxxxxx, who acknowledges the
foregoing instrument to be his free act and deed.
/s/ Xxxxxxx Xxxxxxxx
--------------------------------
Notary Public
My commission expires on: 3/29/07
September 8, 2003
Trustee and Address
Xxxx X. Xxxxxxxxx
c/o CDC IXIS Asset Management Services, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
The name and address of the resident
agent of the Trust in the Commonwealth
of Massachusetts is CDC IXIS Asset
Management Services, Inc., 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
Trust Address
Xxxxxx Xxxxxx Income Opportunities Fund
c/o CDC IXIS Asset Management Services, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
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