EXHIBIT 99.1
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
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XXXXXX XXXXXXX INSTITUTIONAL FUND TRUST
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THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at
Xxx Xxxxx Xxxxxx, Xxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx on the 26th day of July, 2001
by the Trustees hereunder and the holders of shares of beneficial interest
issued hereunder and to be issued hereunder as hereinafter provided:
WITNESSETH that
WHEREAS, the Agreement and Declaration of Trust has been amended and
restated by the Trustees pursuant to Section 12.7 of the Agreement and
Declaration of Trust as approved by the Trustees and as set forth herein.
WHEREAS, this Trust has been formed to carry on the business of an
investment company; and the Trustees and any successor Trustees elected in
accordance with Article IV hereof have agreed to manage all property coming into
their hands as Trustees of a Pennsylvania business trust in accordance with the
provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby direct that this Amended and
Restated Agreement and Declaration of Trust be filed with the Department of
State of the Commonwealth of Pennsylvania and do hereby declare that they will
hold all cash, securities and other assets, which they may from time to time
acquire in any manner as Trustees hereunder IN TRUST, to manage and dispose of
the same upon the following terms and conditions for the pro rata benefit of the
holders from time to time of Shares in this Trust as hereinafter set forth.
ARTICLE I
Name and Definitions
Section 1. Name. This Trust shall be known as "Xxxxxx Xxxxxxx
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Institutional Fund Trust" and the Trustees shall conduct the business of the
Trust under that name or any other name as they may from time to time determine.
Section 2. Definitions. Whenever used herein, unless otherwise required
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by the context or specifically provided:
(a) "Trust" refers to the Pennsylvania business trust
established by this Agreement and Declaration of Trust, as amended from time to
time;
(b) "Trustees" refer to the Trustees of the Trust elected in
accordance with Article IV hereof;
(c) "Shares" means the equal proportionate units of interest
into which the beneficial interest in the Trust or in the Trust property
belonging to any Series of the Trust (as the context may require) shall be
divided from time to time and includes fractional as well as whole Shares;
(d) "Shareholder" means a record owner of Shares;
(e) "1940 Act" refers to the Investment Company Act of 1940
and the Rules and Regulations thereunder, all as amended from time to time;
(f) The terms "Commission" and "principal underwriter" shall
have the meanings given them in the 1940 Act;
(g) "Declaration of Trust" 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
from time to time;
(i) "Series Company" refers to the form of registered
open-end investment company described in Section 18(f) (2) of the 1940 Act or in
any successor statutory provision;
(j) "Series" refers to Series of Shares established and
designated under or in accordance with the provisions of Article III hereof; and
(k) "Majority Shareholder Vote" shall have the same meaning
as "vote of a majority of the outstanding voting securities" as that phrase is
defined in the 1940 Act, except that such term may be used herein with respect
to the Shares of the Trust as a whole or the Shares of a particular Series, as
the context may require.
ARTICLE II
Preliminary Provisions
Section 1. Business Trust. The Trust will be a business trust created
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under the laws of the Commonwealth of Pennsylvania and existing subject to
Chapter 95 of Title 15 of the Pennsylvania Consolidated Statutes (15 Pa.C.S.).
Section 2. Purpose. The purpose of the Trust is to provide investors a
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managed investment primarily in securities, debt instruments and other
instruments and rights of a financial character.
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Section 3. Registered Office. The initial registered office of the
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Trust in the Commonwealth of Pennsylvania shall be at the following address:
Xxx Xxxxx Xxxxxx, Xxxx Xxxxxxxxxxxx, Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx
Section 4. Duration. Unless the Trust shall be terminated in accordance
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with Article VIII, Section 4, the period of its duration shall be perpetual.
ARTICLE III
Shares
Section 1. Division of Beneficial Interest. The beneficial interest in
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the Trust shall at all times be divided into an unlimited number of Shares,
without par value. Subject to the provisions of Section 6 of this Article III,
each Share shall have voting rights as provided in Article V hereof, and holders
of the Shares of any Series shall be entitled to receive dividends, when and as
declared with respect thereto in the manner provided in Article VI, Section l
hereof. No Share shall have any priority or preference over any other Share of
the same Series with respect to dividends or distributions upon termination of
the Trust or of such Series made pursuant to Article VIII, Section 4 thereof.
All dividends and distributions shall be made ratably among all Shareholders of
a particular Series from the assets belonging to such Series according to the
number of Shares of such Series held of record by such Shareholders on the
record date for any dividend or on the date of termination, as the case may be.
All Shares issued hereunder, including any Shares issued in payment of dividends
or other distributions or in connection with any split of Shares, shall be fully
paid and non-assessable. The Trustees may from time to time divide or combine
the Shares of any particular Series into a greater or lesser number of Shares of
that Series without thereby changing the proportionate beneficial interest of
the Shares of that Series in the assets belonging to that Series or in any way
affecting the rights of Shares of any other Series. Shares of the Trust or of
any Series may be issued in two or more classes, as the Trustees may, without
Shareholder approval, authorize, and Shares of any class shall be identical to
those of any other class of the Trust or such Series except that, if the
Trustees have authorized the issuance of Shares of any particular Series in two
or more classes, then such classes may, consistent with the 1940 Act, or
pursuant to any exemptive order issued by the Commission and other applicable
law, have such variations as to dividends, redemption, conversion, voting
rights, net asset value, expenses borne by the class, and other matters as the
Trustees shall have determined.
Section 2. Ownership of Shares. The ownership of Shares shall be
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recorded on the books of the Trust or a transfer agent or similar agent for the
Trust, which books shall be maintained separately for the Shares of each Series.
No certificates certifying the ownership of Shares shall be issued except as the
Trustees may otherwise determine from time to time. The Trustees may make such
rules as they consider appropriate for the transfer of Shares of each Series and
similar matters. The record books of the Trust as kept by the Trust shall be
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conclusive as to whom are the Shareholders of each Series or class and as to the
number of Shares of each series or class held from time to time by each.
Section 3. Investments in the Trust. The Trustees shall accept
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investments in the Trust from such persons and on such terms and for such
consideration as they from time to time authorize.
Section 4. Status of Shares and Limitation of Personal Liability.
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Shares shall be deemed to be personal property giving only the rights provided
in this instrument. Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the terms hereof and to
have become a party hereto. The death of a Shareholder during the continuance of
the Trust shall not operate to terminate the same nor entitle the representative
of any deceased Shareholder to an accounting or to take any action in court or
elsewhere against the Trust or the Trustees, but entitles such representative
only to the rights of said deceased Shareholder 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
Shareholders, except as specifically provided herein to call upon any
Shareholders 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. As
provided by 15 Pa.C.S. ss. 9506(a) (relating to liability of trustees and
beneficiaries) a Shareholder, as such, shall not be personally liable for any
act, omission or obligation of the Trustees or of the Trust.
Section 5. Power of Trustees to Change Provisions Relating to Shares.
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Notwithstanding any other provisions of this Declaration of Trust and without
limiting the power of the Trustees to amend the Declaration of Trust as provided
elsewhere herein, the Trustees shall have the power to amend this Declaration of
Trust, at any time and from time to time, in such manner as the Trustees may
determine in their sole discretion, without the need for Shareholder action, so
as to add to, delete, replace or otherwise modify any provisions relating to the
Shares contained in this Declaration of Trust for the purpose of responding to
or complying with any regulations, orders, rulings or interpretations of any
governmental agency or any laws, now or hereafter applicable to the Trust. The
establishment and designation of any class or Series of Shares shall be
effective upon the adoption of a resolution by a majority of the Trustees
setting forth such establishment and designation and the relative rights and
preferences of the Shares of such class or Series. At any time, if no Shares are
outstanding of a particular class or Series previously so established and
designated, the Trustees may by majority vote abolish such class or Series and
said establishment and designation thereof.
Without limiting the generality of the foregoing, the Trustees may, for
the above-stated purposes, amend the Declaration of Trust to:
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(a) Create one or more Series or classes of Shares (in
addition to any Series or classes already existing or otherwise) with such
rights and preferences and such eligibility requirements for investment therein
as the Trustees shall determine and reclassify any or all outstanding Shares as
Shares of particular Series or classes in accordance with such eligibility
requirements;
(b) Amend any of the provisions set forth in paragraphs (a)
through (i) of Section 6 of this Article III;
(c) Combine one or more Series or classes of Shares into a
single Series or class on such terms and conditions as the Trustees shall
determine;
(d) Change or eliminate any eligibility requirements for
investment in Shares of any Series or class, including without limitation the
power to provide for the issue of Shares of any Series or class in connection
with any merger or consolidation of the Trust with another trust or company or
any acquisition by the Trust of part or all of the assets of another trust or
company;
(e) Change the designation of any Series or class of Shares;
(f) Change the method of allocating dividends among the
various Series and classes of Shares;
(g) Allocate any specific assets or liabilities of the Trust
or any specific items of income or expense of the Trust to one or more Series or
classes of Shares;
(h) Specifically allocate assets to any or all Series or
classes of Shares or create one or more additional Series or classes of Shares
which are preferred over all other Series or classes of Shares in respect of
assets specifically allocated thereto or any dividends paid by the Trust with
respect to any net income, however determined, earned from the investment and
reinvestment of any assets so allocated or otherwise provide for any special
voting or other rights with respect to such Series or classes.
Section 6. Establishment and Designation of Series. Shares of each
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Series established in this Section 6 shall have the following relative rights
and preferences:
(a) Assets belonging to Series. All consideration received by
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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, and all
income, earnings, profits, and proceeds thereof from whatever source derived,
including, without limitation, 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.
Such consideration, assets, income, earnings, profits and proceeds thereof from
whatever source derived, including, without limitation, any proceeds derived
from the sale,
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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, are herein
referred to as "assets belonging to" that Series. 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
(collectively "General Assets"), the Trustees shall allocate such General Assets
to, between or 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, and any General Asset so allocated to a
particular Series shall belong to that Series. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all Series for
all purposes.
(b) Liabilities Belonging to Series. The assets belonging to
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each particular Series shall be charged solely with the liabilities of the Trust
in respect to that Series, expenses, costs, charges and reserves attributable to
that Series, and any general liabilities of the Trust which are not readily
identifiable as belonging to any particular Series but which are allocated and
charged by the Trustees to and among any one or more of the Series established
and designated from time to time in a manner and on such basis equitable. The
liabilities, expenses, costs, charges, and reserves so charged to a Series,
herein referred to as liabilities, expenses, costs, charges and reserves by the
Trustees, shall be conclusive and binding upon the holders of all Series for all
purposes.
(c) Dividends, Distributions, Redemptions and Repurchases.
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Notwithstanding any other provisions of this Declaration, including, without
limitation, Article VI, no dividend or distribution (including, without
limitation, any distribution paid upon termination of the Trust or of any
Series) with respect to, nor any redemption or repurchase of, the Shares of any
Series shall be effected by the Trust other than from the assets belonging to
such Series, nor shall any shareholder of any particular Series otherwise have
any right or claim against the assets belonging to any other Series except to
the extent that such Shareholder has such a right or claim hereunder as a
Shareholder of such other Series.
(d) Voting. Notwithstanding any of the other provisions of
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this Declaration, including, without limitation, Section l of Article V, the
Shareholders of any particular Series shall not be entitled to vote on any
matters as to which such Series is not affected. On any matters submitted to a
vote of Shareholders, all Shares of the Trust then entitled to vote shall be
voted by individual Series, unless otherwise required by the 1940 Act or other
applicable law.
(e) Equality. All the Shares of each particular Series shall
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represent an equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to that Series), and each Share of any
particular Series shall be equal to each other Share of that Series.
(f) Fractions. Any fractional Share of a Series shall carry
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proportionately all the rights and obligations of a whole share of that Series,
including rights with respect to voting, receipt of dividends and distributions,
redemption of Shares and termination of the Trust.
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(g) Conversion or Exchange Privilege. The Trustees shall have
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the authority to provide that the holders of Shares of any Series shall have the
right to convert or exchange said Shares for Shares of one or more other Series
of Shares in accordance with such requirements and procedures as may be
established by the Trustees.
(h) Combination of Series. The Trustees shall have the
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authority, without the approval of the Shareholders of any Series unless
otherwise required by applicable law, to combine the assets and liabilities
belonging to any two or more Series into assets and liabilities belonging to a
single series or class.
(i) Elimination of Series. At any time that there are no
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Shares outstanding of any particular Series previously established and
designated, the Trustees may amend this Declaration of Trust to abolish that
Series and to rescind the establishment and designation thereof, such amendment
to be effected in the manner provided in Section 5 of this Article III.
Section 7. Indemnification of Shareholders. In case any Shareholder or
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former Shareholder shall be held to be personally liable solely by reason of his
or her being or having been a Shareholder of the Trust or of a particular Series
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 out of
the assets of the Series of which he is a Shareholder or former shareholder to
be held harmless from and indemnified against all loss and expense arising from
such liability.
Section 8. No Preemptive Rights. Shareholders shall have no preemptive
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or other right to subscribe to any additional Shares or other securities issued
by the Trust, except as otherwise provided herein or as the Trustees in their
sole discretion shall have determined by resolution.
ARTICLE IV
The Trustees
Section 1. Election and Tenure. The Trustees may fix the number of
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Trustees, fill vacancies in the Trustees, including vacancies arising from an
increase in the number of Trustees, or remove Trustees with or without cause.
Each Trustee shall be a natural person and may, but need not, be a Shareholder.
Each Trustee shall serve during the continued lifetime of the Trust until he or
she dies, resigns or is removed, or, if sooner, until the next meeting of
Shareholders called for the purpose of electing Trustees and until the election
and qualification of his or her successor. Any Trustee may resign at any time by
written instrument signed by him or her and delivered to any officer of the
Trust or to a meeting of the Trustees. Such resignation shall be effective upon
receipt unless specified to be effective at some other time. Except to the
extent expressly provided in a written agreement with the Trust, no Trustee
resigning and no
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Trustee removed shall have any right to any compensation for any period
following his resignation or removal, or any right to damages on account of such
removal. The Shareholders may fix the number of Trustees and elect Trustees at
any meeting of shareholders called by the Trustees for that purpose and to the
extent required by applicable law, including paragraphs (a) and (b) of Section
16 of the 1940 Act. In case of the declination, death, resignation, retirement,
removal, incapacity, or inability of any of the Trustees, or in case a vacancy
shall exist by reason of an increase in number, or for any other reason, the
remaining Trustees shall fill such vacancy by appointing such other person as
they in their discretion shall see fit consistent with the 1940 Act; such power
of appointment is subject to the provisions of Section 16(a) of the 1940 Act.
Until any such vacancy is filled as provided in this Section 1, the Trustees
then in office shall, regardless of their number, have all powers granted to and
discharge all duties imposed on the Trustees hereby. Such appointment shall be
evidenced by a written instrument signed by a majority of the Trustees in
office, even though less than a quorum, or by recording in the records of the
Trust, and shall take effect upon such signing or recording and the acceptance
of such appointment by the Trustee so appointed. 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.
Section 2. Effect of Death, Resignation, etc. of a Trustee. The death,
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declination, resignation, retirement, removal, or incapacity of the Trustees, or
any of them, shall not operate to annul the Trust or to revoke any existing
agency created pursuant to the terms of this Declaration of Trust.
Section 3. Powers. Subject to the provisions of this Declaration of
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Trust, the Trustees shall manage the business of the Trust as an investment
company, and they shall have all powers necessary and convenient to carry out
that responsibility including the power to engage in securities transactions of
all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees
may adopt Bylaws not inconsistent with this Declaration of Trust providing for
the regulation and management of the affairs of the Trust and may amend and
repeal them to the extent that such Bylaws do not reserve that right to the
shareholders; they may fill vacancies in or remove from their number (including
any vacancies created by an increase in the number of Trustees); they may remove
from their number with or without cause; they 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 one or more committees consisting of
two or more Trustees which may exercise the powers and authority of the Trustees
to the extent that the Trustees determine; 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 or with a Federal Reserve
Bank, retain a transfer agent or a shareholder servicing agent, or both, provide
for the distribution of Shares by the Trust, through one or more principal
underwriters or otherwise, set record dates for the determination of
Shareholders with respect to various matters, and in general
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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,
lease, or write options with respect to or otherwise deal in any property rights
relating to 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;
(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 its
own name or in the name of a custodian or subcustodian or a nominee or nominees
or otherwise;
(f) To establish separate and distinct Series of Shares with
separately defined investment objectives, policies and purposes, and with
separately defined relative powers, rights, privileges and liabilities, and to
allocate assets, liabilities and expenses of the Trust to a particular Series of
Shares or to apportion the same among two or more Series, provided that any
liability or expense determined by the Trustees to have been incurred by a
particular Series of Shares shall be payable solely out of the assets of that
Series and to establish separate classes of Shares of each Series, all in
accordance with Article III hereof;
(g) To consent to or participate in any plan for the
reorganization, consolidation, merger or division of any corporation or issuer
of any security which is 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;
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(i) To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in controversy, including but not
limited to claims for taxes;
(j) To enter into joint ventures, general or limited
partnerships, limited liability companies and any other combinations or
associations;
(k) To borrow funds or other property;
(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 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, 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, principal underwriters, or
independent contractors of the Trust individually against all claims and
liabilities of every nature arising by reason of holding, being or having held
any such office or position, or by reason of any action alleged to have been
taken or omitted by any such person as Trustee, officer, employee, agent,
investment adviser, 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
liability;
(n) To pay pensions 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 establish, from time to time, a minimum total
investment for Shareholders, and to require the redemption of the Shares of any
Shareholders whose investment is less than such minimum upon giving notice to
such Shareholder;
(p) To enter into contracts of any kind and description;
(q) To name, or to change the name or designation of the Trust
or any Series or class of the Trust, as permitted by any applicable Federal,
state or local law;
(r) To take whatever action may be necessary to enable the
Trust to comply with any applicable Federal, state or local statute, rule or
regulation; and
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(s) To engage in any other lawful act or activity in which
corporations organized under the Pennsylvania Business Corporation Law may
engage.
The Trustees shall not in any way be bound or limited by any present or
future law or custom in regard to investments by Trustees. The Trustees shall
not be required to obtain any court order to deal with any assets of the Trust
or take any other action hereunder.
Section 4. Manner of Acting. Except as otherwise provided herein or
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from time to time in the Bylaws, any action to be taken by the Trustees, or a
committee thereof, may be taken by a majority of the Trustees present at a
meeting of Trustees, or of the committee members present at a meeting of such
committee (if in either case a quorum is present), within or without
Pennsylvania, including any meeting held by means of a conference telephone or
other communications equipment by means of which all persons participating in
the meeting can communicate with each other simultaneously or by written consent
of a majority of the Trustees or members of such committee, then in office. At
any meeting of the Trustees, or a committee thereof, a majority of the Trustees
or members of such committee, as the case may be, shall constitute a quorum. If
a quorum is present when a duly called or held meeting is convened, the Trustees
present thereat may, following the withdrawal of one or more Trustees originally
present, continue to transact business until adjournment thereof, even though
such Trustees would not otherwise constitute a quorum. Meetings of the Trustees,
or a committee thereof, may be called orally or in writing by the Chairman of
the Trustees or of such committee or by any two other Trustees or committee
members, as the case may be. Notice of the time, date and place of all meetings
of the Trustees, or a committee thereof, shall be given to each Trustee or
committee member as provided in the Bylaws.
Notice of any meeting need not be given to any Trustee (or committee
member) who attends that meeting without objecting to the lack of notice or who
executes a written waiver of notice with respect to the meeting. Subject to the
requirements of the 1940 Act, the Trustees by majority vote may delegate to any
one of their number the authority to approve particular matters or take
particular actions on behalf of the Trust.
Section 5. Payment of Expenses by the Trust. The Trustees are
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authorized to pay or 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, as authorized pursuant
to Article VII, Section 1 hereof, and reimbursement for expenses and
disbursements, and such expenses and charges for the services of the Trust's
officers, employees, investment adviser or manager, principal underwriter,
auditor, counsel, 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, provided, however, that
all expenses, fees, charges, taxes and liabilities incurred or arising in
connection with a particular Series of Shares or class as determined by the
Trustees consistent with applicable law, shall be payable solely out of the
assets of that Series or class. Any general liabilities, expenses, costs,
charges or reserves of the
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Trust which are not readily identifiable as belonging to any particular Series
shall be allocated and charged by the Trustees between or among any one or more
of the Series in such manner as the Trustees in their sole discretion deem fair
and equitable. Each such allocation shall be conclusive and binding upon the
Shareholders of all Series for all purposes. Any creditor of any Series may look
only to the assets of that Series to satisfy such creditor's debt.
Section 6. Payment of Expenses by Shareholders. The Trustees shall have
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the power, as frequently as they may determine, to cause each Shareholder, or
each Shareholder of any particular Series, to pay directly, in advance or
arrears, for charges of the Trust's custodian or transfer, shareholder servicing
or similar agent, an amount fixed from time to time by the Trustees, by setting
off such charges due from such Shareholder from declared but unpaid dividends
owed such Shareholder and/or by reducing the number of Shares in the account of
such Shareholder by that number of full and/or fractional Shares which
represents the outstanding amount of such charges due from such Shareholder.
Section 7. Ownership of Assets of the Trust. Title to all of the assets
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of the Trust shall at all times be considered as vested in the Trustees as joint
tenants. The right, title and interest of the Trustees in such assets shall vest
automatically in each person who may hereafter become a Trustee, and upon any
Trustees' death, resignation or removal, such Trustee shall automatically cease
to have any right, title or interest in such assets. Vesting and cessation of
title as set forth in this Section 7 shall be effective notwithstanding the
absence of execution and delivery of any conveyancing documents.
Section 8. Management and Distribution Contracts. Subject to such
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requirements and restrictions as may be set forth in the Bylaws, the Trustees
may, at any time and from time to time, contract for exclusive or nonexclusive
advisory and/or management services for the Trust or for any Series thereof with
any corporation, trust, association or other organization (the "Manager"); and
any such contract may contain such other terms as the Trustees may determine,
including without limitation, authority for the Manager to make changes in the
Trust's investments and to determine from time to time without prior
consultation with the Trustees what investments shall be purchased, held, sold
or exchanged and what portion, if any, of the assets of the Trust or any Series
thereof shall be held uninvested and to make changes in the investments of the
Trust or any Series thereof. The Trustees may also, at any time and from time to
time, contract with any corporation, trust, association or other organization,
and appoint it exclusive or nonexclusive distributor or principal underwriter
for the Shares. Every such contract shall comply with such requirements and
restrictions as may be set forth in the Bylaws, and any such contract may
contain such other terms 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, principal underwriter, distributor
or affiliate or agent of or for any corporation, trust,
association, or other organization, or of or for any parent or
affiliate of any
- 12 -
organization, with which an advisory or management contract,
or principal underwriter's or distributor's 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 or management contract or 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 or management
contract, or principal underwriter's or distributor's
contract, or transfer, shareholder servicing or other agency
contract with one or more other corporations, trusts,
associations, or other organizations, or has other business or
interests,
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. Voting Powers. The Shareholders shall have power to vote
--------- -------------
only (i) for the election of Trustees as provided in Article IV, Section 1, (ii)
with respect to any manager as provided in Article IV, Section 8, (iii) with
respect to any amendment of this Declaration of Trust to the extent and as
provided in Article VIII, Section 9, (iv) to the same extent as the stockholders
of a Pennsylvania business corporation as to whether or not a court action,
proceeding or claim should or should not be brought or maintained derivatively
or as a class action on behalf of the Trust or the Shareholders, (v) with
respect to the termination of the Trust or any Series to the extent and as
provided in Article VIII, Section 4, (vi) with respect to any merger,
consolidation, sale of assets, or incorporation of the Trust or any Series to
the extent and as provided in Article VIII, Sections 6 and 7, hereof, and (vii)
with respect to such additional matters relating to the Trust as may be required
by this Declaration of Trust, the Bylaws or any registration of the Trust with
the Commission (or any successor agency) or any state, or as the Trustees may
consider necessary or desirable. 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. Shares may be voted in person or by proxy. A
proxy with respect to Shares held in the name of two or more persons shall be
valid if executed by any one of them unless at or prior to exercise of the proxy
the Trust receives a specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a Shareholder shall
be deemed valid unless challenged at or prior to its exercise, and the burden of
proving invalidity shall rest on the challenger. At any time when no Shares of a
Series are outstanding, the Trustees may exercise all rights of Shareholders of
that Series with respect to matters affecting that Series and may,
- 13 -
with respect to that Series, take any action required by law, this Declaration
of Trust or the Bylaws to be taken by the Shareholders.
Section 2. Voting Power and Meetings. Meetings of the Shareholders may
--------- -------------------------
be called by the Trustees for the purpose of electing Trustees as provided in
Article IV, Section 1 and for such other purposes as may be prescribed by law,
this Declaration of Trust or the Bylaws. Meetings of the Shareholders may also
be called by the Trustees from time to time for the purpose of taking action
upon any other matter deemed by the Trustees to be necessary or desirable. A
meeting of Shareholders may be held at any place designated by the Trustees.
Written notice of any meeting of Shareholders shall be given or caused
to be given by the Trustees by mailing such notice at least seven days before
such meeting, first class postage prepaid, stating the time and place of the
meeting, to each Shareholder at the Shareholder's address as it appears on the
records of the Trust. If the Trustees give notice by mail of any regular or
special meeting of the Shareholders (or any other notice required by law or this
Declaration of Trust or the Bylaws to be given to all Shareholders or to all
Shareholders of one or more Series) at least 20 days prior to the day named for
the meeting or any Trust or Shareholder action specified in the notice they may
use any class of postpaid mail. Whenever notice of a meeting is required to be
given to a Shareholder under this Declaration of Trust or the Bylaws, a written
waiver thereof, executed before or after the meeting by such Shareholder or his
attorney thereunto authorized and filed with the records of the meeting, shall
be deemed equivalent to such notice. When a meeting of Shareholders is
adjourned, it shall not be necessary to give any notice of the adjourned meeting
or of the business to be transacted at an adjourned meeting, other than by
announcement at the meeting at which the adjournment is taken, unless the
Trustees fix a new record date for the adjourned meeting or this Declaration of
Trust or the Bylaws require notice of the business to be transacted and such
notice has not previously been given.
Section 3. Quorum and Required Vote. Except when a larger quorum is
--------- ------------------------
required by law, the Bylaws or this Declaration of Trust, 40% of the Shares
entitled to vote shall constitute a quorum at a Shareholders' meeting. When any
one or more Series is to vote as a single class separate from any other Shares
which are to vote on the same matters as a separate class or classes, 40% of the
Shares of each such class entitled to vote shall constitute a quorum at a
Shareholder's meeting of that class. Any meeting of Shareholders may be
adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present, and the meeting may be held as
adjourned within a reasonable period of time after the date set for the original
meeting without further notice. When a quorum is present at any meeting, a
majority of the Shares voted shall decide any questions and a plurality shall
elect a Trustee, except when a larger vote is required by any provision of this
Declaration of Trust or the Bylaws or by law. If any question on which the
Shareholders are entitled to vote would adversely affect the rights of any
Series or class of Shares, the vote of a majority (or such larger vote as is
required as aforesaid) of the Shares of such Series or class voting thereon
which are entitled to vote, voting separately, shall also be required to decide
such question.
- 14 -
Section 4. Action by Written Consent. Any action taken by Shareholders
--------- -------------------------
may be taken without a meeting if (i) Shareholders holding a majority of the
Shares entitled to vote on the matter (or such larger proportion thereof as
shall be required by any express provision of this Declaration of Trust or by
the Bylaws) and holding a majority (or such larger proportion as aforesaid) of
the Shares of any Series or class entitled to vote separately on the matter
consent to the action in writing and such 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.
Section 5. Record Dates. For the purpose of determining the
--------- ------------
Shareholders of any Series who are entitled to vote or act at any meeting or any
adjournment thereof, the Trustees may from time to time fix a time, which shall
be not more than 90 days before the date of any meeting of Shareholders, as the
record date for determining the Shareholders of such Series having the right to
notice of and to vote at such meeting and any adjournment thereof, and in such
case only Shareholders of record on such record date shall have such right,
notwithstanding any transfer of shares on the books of the Trust after the
record date. For the purpose of determining the Shareholders of any Series who
are entitled to receive payment of any dividend or of any other distribution,
the Trustees may from time to time fix a date, which shall be before the date
for the payment of such dividend or such other payment, as the record date for
determining the Shareholders of such Series having the right to receive such
dividend or distribution. Without fixing a record date the Trustees may for
voting and/or distribution purposes close the register or transfer books for one
or more Series for all or any part of the period between a record date and a
meeting of shareholders or the payment of a distribution. Nothing in this
section shall be construed as precluding the Trustees from setting different
record dates for different Series.
Section 6. Additional Provisions. The Bylaws may include further
--------- ---------------------
provisions for Shareholders' votes and meetings and related matters.
ARTICLE VI
Distributions, Redemptions and Repurchases
Section 1. Distributions of Net Income. The Trustees shall each year,
--------- ---------------------------
or more frequently if they so determine in their sole discretion, distribute to
the Shareholders of each Series, in shares of that Series, cash or otherwise, an
amount approximately equal to the net income attributable to the assets
belonging to such Series and may from time to time distribute to the
Shareholders of each Series, in shares of that Series, cash or otherwise, such
additional amounts, but only from the assets belonging to such Series, as they
may authorize. 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 and recorded on the books
of the Trust at the date and time of record established for that payment of such
dividend or distributions. The manner of determining net income, income, asset
values, capital gains, expenses, liabilities and reserves of any Series may from
time to time be altered as
- 15 -
necessary or desirable in the judgment of the Trustees to conform such manner of
determination to any other method prescribed or permitted by applicable law. Net
income shall be determined by the Trustees or by such person or persons as they
may authorize at the times and in the manner provided in the Bylaws.
Determinations of net income of any Series and determinations of income, asset
value, capital gains, expenses, and liabilities made by the Trustees, or by such
person or persons as they may authorize, in good faith, shall be binding on all
parties concerned. The foregoing sentence shall not be construed to protect any
Trustee, officer or agent of the Trust against any liability to the Trust or its
security holders to which he or she would otherwise be subject by reason of
self-dealing, willful misconduct or recklessness.
If, for any reason, the net income of any Series determined at any time
is a negative amount, the pro rata share of such negative amount allocable to
each Shareholder of such Series shall constitute a liability of such Shareholder
to that Series which shall be paid out of such Shareholder's account at such
times and in such manner as the Trustees may from time to time determine (x) out
of the accrued dividend account of such Shareholder, (y) by reducing the number
of Shares of that Series in the account of such Shareholder or (z) otherwise.
Section 2. Redemptions and Repurchases. The Trust shall purchase such
--------- ---------------------------
Shares as are offered by any Shareholder for redemption, upon the presentation
of a proper instrument of transfer together with a request directed to the Trust
or to a person designated by the Trust that the Trust purchase such Shares, or
in accordance with such other procedures for redemption as the Trustees may from
time to time authorize; and the Trust will pay therefor the net asset value
thereof, as determined in accordance with the Bylaws, next determined. Payment
for said Shares shall be made by the Trust to the Shareholder within seven days
after the date on which the request is made. The obligation set forth in this
Section 2 is subject to the provision that in the event that any time the New
York Stock Exchange is closed, other than weekends or holidays, or if permitted
by the rules of the Commission during periods when trading on the Exchange is
restricted or during any emergency which makes it impracticable for the Trust to
dispose of the investments of the applicable Series or to determine fairly the
value of the net assets belonging to such Series or during any other period
permitted by order of the Commission for the protection of investors, such
obligations may be suspended or postponed by the Trustees. If there is such a
suspension, any Shareholder may withdraw any demand for redemption and any
tender of Shares which has been received by the Trust during any such period and
any tender of Shares the applicable net asset value of which would but for such
suspension be calculated as of a time during such period. Upon such withdrawal,
the Trust shall return to the Shareholder the certificates therefor, if any.
Shareholders who do not so withdraw any such demand shall receive payment based
on the net asset value next determined after the termination of such suspension.
The Trust may also purchase or repurchase Shares at a price not exceeding the
net asset value of such Shares in effect when the purchase or repurchase or any
contract to purchase or repurchase is made.
Section 3. Payment in Kind. Subject to any generally applicable
--------- ---------------
limitation imposed by the Trustees, any payment on redemption, purchase or
repurchase by the Trust of Shares may, if authorized by the Trustees, be made
wholly or partly in kind, instead of in cash. Such payment
- 16 -
in kind shall be made by distributing securities or other property,
constituting, in the opinion of the Trustees, a fair representation of the
various types of securities and other property then held by the Series of Shares
being redeemed, purchased or repurchased (but not necessarily involving a
portion of each of that Series' holdings) and taken at their value used in
determining the net asset value of the Shares in respect of which payment is
made.
Section 4. Additional Provisions Relating to Redemptions and
--------- -------------------------------------------------
Repurchases. The completion of redemption, purchase or repurchase of Shares
-----------
shall constitute a full discharge of the Trust and the Trustees with respect to
such Shares and the Trustees may require that any certificate or certificates
issued by the Trust to evidence the ownership of such Shares shall be
surrendered to the Trustees for cancellation or notation.
Section 5. Assets Available for Dividends, Distributions, Redemptions
--------- ----------------------------------------------------------
and Repurchases. No dividend or distribution (including, without limitation, any
---------------
distribution paid upon termination of the Trust or of any Series) with respect
to, nor any redemption or repurchase of, the Shares of any Series shall be
effected by the Trust other than from the assets of such Series.
Section 6. Redemptions at the Option of the Trust. The Trustees shall
--------- --------------------------------------
have the power at any time to redeem Shares, of any class of any Series, of a
Shareholder at a redemption price determined in accordance with the provisions
of Section 2 of this Article if at such time the aggregate net asset value of
the Shares of that class of that Series in such Shareholder's account is less
than the minimum investment amount established by the Trustees for that class of
that Series. A Shareholder shall be notified prior to any such redemption and
shall be allowed 60 days to make additional investments in Shares of that class
of that Series before such redemption is effected.
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 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, Manager or principal underwriter of the Trust, nor shall any
Trustee be responsible for the act or omission of any other Trustee. As provided
by 15 Pa.C.S. ss. 9506(a) (relating to liability of trustees and beneficiaries)
Trustees, as such, shall not be personally liable for any obligation of the
Trust or for any act or omission as a Trustee of the Trust, but a Trustee, as
such, shall have the fiduciary liability to the Trust and to the Shareholders
that a director of a business corporation has to the corporation and its
shareholders under 15 Pa.C.S. Subchapter 17B (relating to fiduciary duty).
- 17 -
Every note, bond, contract, instrument, certificate or undertaking and
every other act or thing whatsoever issued, 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 issued, 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.
ARTICLE VIII
Miscellaneous
Section 1. Trustees, Shareholders, etc. Not Personally Liable; Notice.
--------- ----------------------------------------------------------
As provided by 15 Pa.C.S. ss. 9506(a) (relating to liability of trustees and
beneficiaries), all persons extending credit to, contracting with or having any
claim against the Trust or any Series shall look only to the assets of the
Trust, or, to the extent that the liability of the Trust may have been expressly
limited by contract to the assets of a particular Series, only to the assets
belonging to the relevant Series, for payment under such credit, contract or
claim and neither the Shareholders nor the Trustees, nor any of the Trust's
officers, employees or agents, whether past, present or future, shall be
personally liable therefor.
Every note, bond, contract, instrument, certificate or undertaking made
or issued on behalf of the Trust by the Trustees, by any officers or officer or
otherwise shall give notice that this Declaration of Trust is on file with the
Department of State of the Commonwealth of Pennsylvania and shall recite 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 or otherwise and not individually,
and that the obligations of such instrument or instruments are not binding upon
any of them or the Shareholders individually but are binding only upon the
assets and property of the Trust or upon the assets belonging to the relevant
Series for the benefit of which the Trustees have caused the note, bond,
contract, instrument, certificate or undertaking to be made or issued, and may
contain such further recital as he, she or they may deem appropriate, but the
omission of any such recital shall not operate to bind any Trustees or Trustee
or officers or officer or Shareholders or Shareholder or any other person
individually.
Section 2. Trustee's 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. The Trustees may take advice of
counsel or other experts with respect to the meaning and operation of this
Declaration of Trust, 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
shall not be required to give any bond as such, nor any surety if a bond is
required.
Section 3. Liability of Third Persons Dealing with Trustees. No person
--------- ------------------------------------------------
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
- 18 -
Section 4. Duration and Termination of Trust. Unless terminated as
--------- ---------------------------------
provided herein, the Trust shall continue without limitation of time. The Trust
may be terminated at any time by vote of at least 66-2/3% of the Shares of each
Series entitled to vote and voting separately by Series or by the Trustees by
written notice to the shareholders. Any Series may be terminated at any time by
vote of at least 66-2/3% of the Shares of that Series or by the Trustees by
written notice to the shareholders of that Series.
Upon termination of the Trust (or any Series, as the case may be),
after paying or otherwise providing for all charges, taxes, expenses and
liabilities belonging, severally, to each Series (or the applicable Series, as
the case may be), whether due or accrued or anticipated, as may be determined by
the Trustees, the Trust shall in accordance with such procedures as the Trustees
consider appropriate reduce the remaining assets belonging, severally, to each
Series (or the applicable Series, as the case may be), to distributable form in
cash or shares or other securities, or any combination thereof, and distribute
the proceeds belonging to each Series (or the applicable Series, as the case may
be), to the Shareholders of that Series, as a Series, ratably according to the
number of Shares of that Series held by the several Shareholders on the date of
termination.
Section 5. 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
Department of State of the Commonwealth of Pennsylvania and with 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" 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 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 6. Merger, Consolidation, Division and Sale of Assets. The
--------- --------------------------------------------------
Trust may merge or consolidate with any other corporation, association, trust or
other organization or may sell, lease or exchange all or substantially all of
the assets of the Trust (or all or substantially all of the assets allocated or
belonging to a particular Series of the Trust) including its good will, upon
such terms and conditions and for such consideration when and as authorized, at
any meeting of Shareholders called for such purpose, by the vote or written
consent of the holders of two-thirds of the outstanding Shares of all Series of
the Trust voting as a single class, or of the affected Series of the Trust, as
the case may be; provided, however, that if such merger, consolidation, sale,
lease or exchange is recommended by the Trustees, the vote or written consent by
Majority Shareholder Vote shall be sufficient authorization; and any such
merger, consolidation, sale,
- 19 -
lease or exchange shall be deemed for all purposes to have been accomplished
under and pursuant to the statutes of the Commonwealth of Pennsylvania. The
Trust may also participate in a division of the Trust, similar to a division of
a Pennsylvania business corporation, pursuant to a Plan of Division under 15
Pa.C.S. Subchapter 19D (relating to division of corporation). Nothing contained
herein shall be construed as requiring approval of Shareholders for any sale of
assets in the ordinary course of the business of the Trust. Holders of Shares of
any Series or class shall have no appraisal rights with respect to their Shares.
Section 7. Incorporation, Reorganization. With the approval of the
--------- -----------------------------
holders of a majority of the Shares outstanding and entitled to vote, 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, unit
investment trust, partnership, association or other organization to take over
the assets of the Trust or to carry on any business in which the Trust shall
directly or indirectly have any interest, and to sell, convey and transfer such
assets to any such corporation, trust, partnership, 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 in which
the Trust holds or is about to acquire shares or any other interest. Subject to
Section 6 of this Article VIII, 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. Nothing contained in this Section 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 assets of
the Trust to such organization or entities.
With the approval of a Majority Shareholder Vote of any Series, the
Trustees may sell, lease or exchange all of the assets allocated or belonging to
that Series, or cause to be organized or assist in organizing a corporation or
corporations under the laws of any other jurisdiction, or any other trust, unit
investment trust, partnership, association or other organization, to take over
all of the assets allocated or belonging to that Series and to sell, convey or
transfer such assets to any such corporation, trust, unit investment trust,
partnership, association, or other organization in exchange for the shares or
securities thereof or otherwise.
Section 8. Applicable Law. This Declaration of Trust is made in the
--------- --------------
Commonwealth of Pennsylvania, 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 Pennsylvania Business Trust,
subject to Chapter 95 (relating to business trusts) of the Pennsylvania
Associations Code and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust.
Section 9. Amendments. This Declaration of Trust may be amended at any
--------- ----------
time by an instrument in writing signed by a majority of the then Trustees when
authorized to do so by vote or written consent of Shareholders, except that an
amendment which shall affect the holders of one or more Series or classes of
Shares but not the holders of all outstanding Series or classes
- 20 -
shall be authorized by vote or written consent of the Shareholders of each
Series or class affected and no vote of Shareholders of a Series or class not
affected shall be required. Amendments having the purpose of changing the name
of the Trust or of supplying any omission, curing any ambiguity or curing,
correcting or supplementing any defective or inconsistent provision contained
herein shall not require authorization by Shareholder vote.
IN WITNESS WHEREOF, the undersigned Trustees have hereby set
their hands as of this 26th day of July, 2001.
-----------------------
Xxxxxx X. Xxxxxxx
-----------------------
Xxxxxx X. Xxxxxx
-----------------------
Xxxxxxx X. XxXxxx
-----------------------
C. Xxxxx Xxxxxx, Xx.
-----------------------
Xxxxxxx Xxxxxx
- 21 -
