AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of PROFESSIONALLY MANAGED PORTFOLIOS (formerly Avondale Investment Trust) a Massachusetts Business Trust dated: February 17, 1987 Amended: May 20, 1988 April 12, 1991 June 13, 2005
AMENDED
AND RESTATED
of
(formerly
Avondale Investment Trust)
a
Massachusetts Business Trust
dated:
February 17, 1987
Amended:
May 20, 1988
April
12, 1991
June
13, 2005
TABLE
OF CONTENTS
Page
|
ARTICLE
I
NAME
AND DEFINITIONS |
1 | |
|
Section
1. |
Name |
1 |
|
Section
2. |
Definitions |
1 |
|
ARTICLE
II PURPOSE
OF TRUST |
2 | |
|
ARTICLE
III
SHARES |
2 | |
|
Section
1. |
Division
of Beneficial Interest |
2 |
|
Section
2. |
Ownership
of Shares |
3 |
|
Section
3. |
Investments
in the Trust |
3 |
|
Section
4. |
Status
of Shares and Limitation of Personal Liability |
3 |
|
Section
5. |
Power
of Board of Trustees to Change Provisions Relating to
Shares |
3 |
|
Section
6. |
Establishment
and Designation of Series or Class |
4 |
|
Section
7. |
Indemnification
of Shareholders |
7 |
|
Section
8. |
Designation
of Series |
7 |
|
ARTICLE
IV
THE
BOARD OF TRUSTEES |
7 | |
|
Section
1. |
Number,
Election and Tenure |
7 |
|
Section
2. |
Effect
of Death, Resignation, etc. of a Trustee |
8 |
|
Section
3. |
Powers |
8 |
|
Section
4. |
Payment
of Expenses by the Trust |
10 |
|
Section
5. |
Payment
of Expenses by Shareholders |
11 |
|
Section
6. |
Ownership
of Assets of the Trust |
11 |
|
Section
7. |
Service
Contracts |
11 |
|
ARTICLE
V
SHAREHOLDERS'
VOTING POWERS AND MEETINGS |
12 | |
|
Section
1. |
Voting
Powers |
12 |
|
Section
2. |
Voting
Power and Meetings |
12 |
|
Section
3. |
Quorum
and Required Vote |
13 |
|
Section
4. |
Action
by Written Consent |
13 |
|
Section
5. |
Record
Dates |
13 |
|
Section
6. |
Additional
Provisions |
14 |
|
ARTICLE
VI NET
ASSET VALUE, DISTRIBUTIONS, AND REDEMPTIONS |
14 | |
|
Section
1. |
Determination
of Net Asset Value, Net Income, and Distributions |
14 |
|
Section
2. |
Redemptions
and Repurchases |
14 |
|
Section
3. |
Redemptions
at the Option of the Trust |
14 |
|
ARTICLE
VII
COMPENSATION
AND LIMITATION OF LIABILITY OF TRUSTEES |
15 | |
|
Section
1. |
Compensation |
15 |
|
Section
2. |
Limitation
of Liability |
15 |
|
Section
3. |
Indemnification |
15 |
|
ARTICLE
VIII
MISCELLANEOUS |
15 | |
|
Section
1. |
Trustees,
Shareholders, etc. Not Personally Liable; Notice |
15 |
|
Section
2. |
Trustee's
Good Faith Action, Expert Advice, No Bond or Surety |
16 |
|
Section
3. |
Liability
of Third Persons Dealing with Trustees |
16 |
|
Section
4. |
Termination
of Trust or Series or Class |
16 |
|
Section
5. |
Merger
and Consolidation |
17 |
|
Section
6. |
Filing
of Copies, References, Headings |
17 |
|
Section
7. |
Applicable
Law |
17 |
|
Section
8. |
Amendments |
17 |
|
Section
9. |
Trust
Only |
17 |
|
Section
10. |
Use
of the Names |
17 |
AMENDED
AND RESTATED
OF
(formerly
Avondale Investment Trust)
THIS
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made and entered into
this 13th day of June, 2005 by the Trustees named hereunder (the “Agreement and
Declaration of Trust”).
WHEREAS,
pursuant to Article VIII, Section 8 of the Agreement and Declaration of Trust,
the Trustees of the Trust have determined that the Agreement and Declaration of
Trust should be amended and restated in its entirety as hereinafter set
forth,
WHEREAS
the Trustees desire and 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 direct that this Agreement and Declaration of
Trust be filed with the Secretary of The Commonwealth of Massachusetts 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, and manage and dispose of the same upon the following terms and
conditions for the pro rata benefit of the holders of Shares in this
Trust.
ARTICLE
I
NAME
AND DEFINITIONS
Section
1. Name.
This Trust shall be known as PROFESSIONALLY MANAGED PORTFOLIOS (formerly
Avondale Investment Trust) and the Trustees shall conduct the business of the
Trust under that name or any other name as they may from time to time
determine.
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 Agreement
and Declaration of Trust, as amended from time to time;
(b) "Trustees"
refers to the persons named at the end of this Declaration of Trust and
constituting the Board of Trustees of the Trust so long as they continue in
office in accordance with the terms hereof, and all other persons who may from
time to time be duly elected or appointed to serve on the Board of Trustees 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;
(d) "Shareholder"
means a record owner of shares;
(e) The
"1940 Act" refers to the Investment Company Act of 1940 and the Rules and
Regulations thereunder, all as amended from time to time;
(f) The
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) "By-Laws"
shall mean the By-Laws 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;
and
(j) "Series"
refers to each Series of Shares established and designated under or in
accordance with the provision of Article III.
(k) “Class”
refers to any Class of Shares of a Series established and designated under or in
accordance with the provisions of Article III.
ARTICLE
II
PURPOSE
OF TRUST
The
purpose of the Trust is to conduct, operate and carry on the business of a
managed investment company registered under the 1940 Act through one or more
portfolios invested primarily in securities.
ARTICLE
III
SHARES
Section
1. Division
of Beneficial Interest.
The beneficial interest in 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 or Class shall be
entitled to receive dividends, when and as declared with respect thereto in the
manner provided in Article VI, Section 1 hereof. No Shares shall have any
priority or preference over any other Share of the same Series and Class with
respect to dividends or distributions upon termination of the Trust or of such
Series or Class made pursuant to Article VIII, Section 4 hereof. Unless the
Trustees have authorized the issuance of Shares of a Series in two or more
Classes, 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
Shareholder on the record date for any dividend or on the date of termination,
as the case may be. Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the Trust or
any Series. The Trustees may from time to time divide or combine the Shares of
any particular Series or Class into a greater or lesser number of Shares of that
Series or Class without thereby changing the proportionate beneficial interest
of the Shares of that Series or Class in the assets belonging to that Series (or
allocable to the Shares of that Class) or in any way affecting the rights of
Shares of any other Series or Class.
Section
2. Ownership
of Shares.
The ownership of Shares shall be recorded on the books of the Trust or a
transfer or similar agent for the Trust, which books shall be maintained
separately for the Shares of each Series and Class. No certificates certifying
the ownership of Shares shall be issued except as the Board of 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 Class 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 Series and Class and as to the number of Shares of each
Series and Class held from time to time by each.
Section
3. Investments
in the Trust.
The Trustees may accept investments in the Trust from such persons, at such
times, on such terms, and for such consideration as they from time to time
authorize.
Section
4. Status
of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving only the rights provided
in this instrument. Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the terms hereof and to
have become a party hereto. The death of a Shareholder during the existence of
the Trust shall not operate to terminate the Trust, 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 as 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, 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.
Section
5. Power
of Board of Trustees to Change Provisions Relating to Shares.
Notwithstanding any other provision of this Declaration of Trust and without
limiting the power of the Board of Trustees to amend the Declaration of Trust as
provided elsewhere herein, the Board of Trustees shall have the power to amend
this Declaration of Trust, at any time and from time to time, in such manner as
the Board of 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,
provided that before adopting any such amendment without Shareholder approval
the Board of Trustees shall determine that it is consistent with the fair and
equitable treatment of all Shareholders or that Shareholder approval is not
otherwise required by the 1940 Act or other applicable law.
Without
limiting the generality of the foregoing, the Board of Trustees may, for the
above-stated purposes, amend the Declaration of Trust to:
(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 a particular Series or
Class 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, 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 investment 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 and provide for any special voting or other rights with respect to
such Series or Classes; and
(i) divide
one or more Series of Shares into one or more Classes on such terms and
conditions as the Trustees may determine.
Section
6. Establishment
and Designation of Series or Class.
Except as set forth in Section 8 of this Article III, the establishment and
designation of any other Series or Class of Shares shall be effective upon the
resolution by a majority of the then Trustees, setting forth such establishment
and designation and the relative rights and preferences of such Series, or as
otherwise provided in such resolution.
Shares
of each Series established pursuant to this Section 6, unless otherwise provided
in the resolution establishing such Series, shall have the, following relative
rights and preferences, and the Shares of each Class of a Series divided into
two or more Classes shall have the following relative rights and preferences,
unless otherwise provided in the resolution establishing such Class of
Shares:
(a) Assets
Belonging to Series.
All consideration received by the Trust for the issue or sale of Shares of a
particular Series, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds thereof 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, 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 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 each particular Series shall be charged with the
liabilities of the Trust in respect to that Series and all 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 shall be allocated and charged by the Trustees to and among any one or
more of the Series in such manner and on such basis as the Trustees in their
sole discretion deem fair and equitable. The liabilities, expenses, costs,
charges, and reserves so charged to a Series are herein referred to as
"liabilities belonging to" that Series. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees shall be conclusive and
binding upon the holders of all Series for all purposes. Under no circumstances
shall the assets allocated or belonging to any particular Series be charged with
liabilities attributable to any other Series. All persons who have extended
credit which has been allocated to a particular Series, or who have a claim or
contract which has been allocated to any particular Series, shall look only to
the assets of that particular Series for payment of such credit, claim, or
contract.
(c) Dividends,
Distributions, Redemptions, and Repurchases.
Notwithstanding any other provisions of this Declaration of Trust, 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, except as specifically provided in Section 7 of this Article
III, 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. The Trustees shall have full discretion, to the extent not
inconsistent with the 1940 Act, to determine which items shall be treated as
income and which items as capital; and each such determination and allocation
shall be conclusive and binding upon the Shareholders.
(d) Voting.
All Shares of the Trust entitled to vote on a matter shall vote separately by
Series. That is, the Shareholders of each Series shall have the right to approve
or disapprove matters affecting the Trust and each respective Series as if the
Series were separate companies. There are, however, two exceptions to voting by
separate Series. First, if the 1940 Act requires all Shares of the Trust to be
voted in the aggregate without differentiation between the separate Series, then
all the Trust's Shares shall be entitled to vote on a one-vote-per-Share basis.
Second, if any matter affects only the interests of some but not all Series or
Classes, then only the Shareholders of such affected Series or Class shall be
entitled to vote on the matter.
(e) Equality.
All the Shares of each particular Class of a Series shall represent an equal
proportionate interest in the assets and liabilities belonging to the Series
allocable to that Class and all Shares of each particular Series shall 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 or Class shall carry proportionately all the
rights and obligations of a whole share of that Series or Class, including
rights with respect to voting, receipt of dividends and distributions,
redemption of Shares and termination of the Trust.
(g) Exchange
Privilege.
The Trustees shall have the authority to provide that the holders of Shares of
any Series or Class shall have the right to exchange said Shares for Shares of
one or more other Series or Classes of Shares in accordance with such
requirements and procedures as may be established by the Trustees.
(h) Combination
of Series or Classes.
The Trustees shall have the authority, without the approval of the Shareholders
of any Series or Class, as applicable, unless otherwise required by applicable
law, to combine the assets and liabilities belonging to any two or more Series
(or the assets allocable to any two or more Classes) into assets and liabilities
belonging to a single Series or Class.
(i) Elimination
of Series or Class.
At any time that there are no Shares outstanding of any particular Series
previously established and designated, the Trustees may abolish and rescind the
establishment and designation of that Series, either by amending this
Declaration of Trust in the manner provided in Section 5 of this Article III for
the establishment and designation of Series (if such Series was established and
designated by an amendment to this Declaration of Trust), or by vote or written
consent of a majority of the then Trustees (if such Series was established and
designated by Trustee vote or written consent). At any time that there are no
Shares outstanding of any particular Class previously established and designated
of a Series, the Trustees may abolish and rescind the establishment and
designation of that Class, either by amending this Declaration of Trust in the
manner provided in Section 5 of this Article III for the establishment and
designation of Classes (if such Class was established and designated by an
amendment to this Declaration of Trust), or by vote or written consent of a
majority of the then Trustees (if such Class was established and designated by
Trustee vote or written consent).
(j) Assets
and Liabilities Allocable to a Class.
The assets and liabilities belonging to a Series shall be fully allocated among
all the Classes of that Series according to the percentage of net assets
allocated to each particular Class. For purposes of determining the assets and
liabilities belonging to a Series which are allocable to a Class of that Series,
subject to the provisions of paragraph (g) of Section 5 of this Article III, the
provisions of paragraphs (a) and (b) of this Section 6 shall apply, mutatis
mutandis,
as if each Class were a Series.
Section
7. Indemnification
of 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 or 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 of in the case of a corporation
or other entity, its corporate or other general successor) shall be entitled out
of the assets of the Trust to be held harmless from and indemnified against all
loss and expense arising from such liability.
Section
8. Designation
of Series.
Subject to the relative rights and preferences and other terms of this Agreement
and Declaration of Trust, the Trustees authorize the establishment of twenty-two
(22) Series to be designated as follows: ▇▇▇▇▇▇ Total Return Fund; ▇▇▇▇▇▇ Fund;
▇▇▇▇▇▇▇▇ Growth Fund; Lighthouse Contrarian Fund; The Osterweis Fund; The
Osterweis Strategic Income Fund; The ▇▇▇▇▇▇▇ Discovery Fund; The ▇▇▇▇▇▇▇
Opportunity Fund; Women’s Equity Fund; ▇▇▇▇▇▇-▇▇▇▇▇ Aggressive Growth Fund;
▇▇▇▇▇▇-▇▇▇▇▇ International Growth Fund; Portfolio 21; FundX Upgrader Fund; FundX
Aggressive Upgrader Fund; FundX Conservative Upgrader Fund; FundX Flexible
Income Fund; FundX Stock Upgrader Fund; ▇▇▇▇▇▇▇ Balanced Fund; Greenville Small
Cap Growth Fund; TCM Small Cap Growth Fund; CAN-SLIM™ Select Growth Fund; and
The ▇▇▇▇▇, ▇▇▇▇▇ Investment Trust. The establishment and designation of any
future Series shall be effective upon the resolution by a majority of the then
Trustees, setting forth such establishment and designation and the relative
rights and preferences of such Series, or as otherwise provided in such
resolution.
ARTICLE
IV
THE
BOARD OF TRUSTEES
Section
1. Number,
Election and Tenure.
The number of Trustees constituting the Board of Trustees shall be five (5),
unless such number shall be changed from time to time by a written instrument
signed by a majority of the Board of Trustees, provided, however, that the
number of Trustees shall in no event be less than one nor more than 15. The
initial Trustees shall be those individuals signing this Agreement and
Declaration of Trust in that capacity. The Board of Trustees, by action of a
majority of the then Trustees at a duly constituted meeting, may fill vacancies
in the Board of Trustees or remove Trustees with or without cause. Each Trustee
shall serve during the continued lifetime of the Trust until he dies, resigns,
is declared bankrupt or incompetent by a court of appropriate jurisdiction, 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
successor. Any Trustee may resign at any time by written instrument signed by
him 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 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.
Section
2. Effect
of Death, Resignation, etc. of a Trustee.
The death, declination, resignation, retirement, removal, or incapacity of one
or more Trustees, or all 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. Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled as provided in Article IV, Section 1, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by this Declaration
of Trust. As conclusive evidence of such vacancy, a written instrument
certifying the existence of such vacancy may be executed by an officer of the
Trust or by a majority of the Board of Trustees. In the event of the death,
declination, resignation, retirement, removal, or incapacity of all the then
Trustees within a short period of time and without the opportunity for at least
one Trustee being able to appoint additional Trustees to fill vacancies, the
Trust's investment adviser or investment advisers jointly, if there is more than
one, are empowered to appoint new Trustees subject to the provisions of Section
16(a) of the 1940 Act.
Section
3. Powers.
Subject to the provisions of this Declaration of Trust, the business of the
Trust shall be managed by the Board of Trustees, and such Board shall have all
powers necessary or 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 By-Laws 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
By-Laws do not reserve that right to the Shareholders; fill vacancies in or
remove from their number, and may elect and remove such officers and appoint and
terminate such agents as they consider appropriate; appoint from their own
number and establish and terminate one or more committees consisting of two or
more Trustees which may exercise the powers and authority of the Board of
Trustees to the extent that the Trustees determine; 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 issuance and distribution of Shares by the Trust directly or through one
or more Principal Underwriters or otherwise; redeem, repurchase and transfer
Shares pursuant to applicable law; set record dates for the determination of
Shareholders with respect to various matters; declare and pay dividends and
distributions to Shareholders of each Series from the assets of such Series; and
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, transfer or shareholder servicing agent, or
Principal Underwriter. Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive. In construing the
provisions of this Declaration of Trust, the presumption shall be in favor of a
grant of power to the Trustees.
Without
limiting the foregoing, the Board of Trustees shall have power and
authority:
(a) To
invest and reinvest cash, to hold cash uninvested, and to subscribe for, invest
in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign,
transfer, exchange, distribute, write options on, lend or otherwise deal in or
dispose of contracts for the future acquisition or delivery of fixed income or
other securities, and securities of every nature and kind, including, without
limitation, all types of bonds, debentures, stocks, negotiable or non-negotiable
instruments, obligations, evidences of indebtedness, certificates of deposit or
indebtedness, commercial paper, repurchase agreements, bankers' acceptances, and
other securities of any kind, issued, created, guaranteed, or sponsored by any
and all persons, including, without limitation, states, territories and
possessions of the United States and the District of Columbia and any political
subdivision, agency, or instrumentality thereof, any foreign government or any
political subdivision of the U.S. Government or any foreign government, or any
international instrumentality, or by any bank or savings institution, or by any
corporation or organization organized under the laws of the United States or of
any state, territory, or possession thereof, or by any corporation or
organization organized under any foreign law, or in "when issued" contracts for
any such securities, to change the investments of the assets of the Trust; and
to exercise any and all rights, powers, and privileges of ownership or interest
in respect of any and all such investments of every kind and description,
including, without limitation, the right to consent and otherwise act with
respect thereto, with power to designate one or more persons, firms,
associations, or corporations to exercise any of said rights, powers, and
privileges in respect of any of said instruments;
(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 relations to securities
or property as the Trustees shall deem proper;
(d) To
exercise powers and right 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
consent to or participate in any plan for the reorganization, consolidation or
merger 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;
(g) 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 relations 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;
(h) 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;
(i) To
enter into joint ventures, general or limited partnerships and any other
combinations or associations;
(j) To
borrow funds or other property in the name of the Trust exclusively for Trust
purposes;
(k) 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;
(l) 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 or
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; and
(m) 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.
The
Trustees shall not be limited to investing in obligations maturing before the
possible termination of the Trust or one or more of its Series. The Trustees
shall not in any way be bound or limited by any present or future law or custom
in regard to investment by fiduciaries. 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. Payment
of Expenses by the Trust.
The Trustees are authorized to pay or cause to be paid out of the principal or
income of the Trust, or partly out of the principal and party 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, investment adviser or manager, principal underwriter, auditors,
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.
Section
5. Payment
of Expenses by Shareholders.
The Trustees shall have the power, as frequently as they may determine, to cause
each Shareholder, or each Shareholder of any particular Series or Class, 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
6. Ownership
of Assets of the Trust.
Title to all of the assets of the Trust shall at all times be considered as
vested in the Trustees.
Section
7. Service
Contracts.
(a) Subject
to such requirements and restrictions as may be set forth in the By-Laws, 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
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 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 shall be held uninvested and to make changes in the Trust's
investments.
(b) The
Trustees may also, at any time and from time to time, contract with any
corporation, trust, association or other organization, appointing it exclusive
or nonexclusive distributor or Principal Underwriter for the Shares of one or
more of the Series. Every such contract shall comply with such requirements and
restrictions as may be set forth in the By-Laws; and any such contract may
contain such other terms as the Trustees may determine.
(c) The
Trustees are also empowered, at any time and from time to time, to contract with
any corporations, trusts, associations or other organizations, appointing it or
them the custodian, transfer agent and/or shareholder servicing agent for the
Trust or one or more of its Series. Every such contract shall comply with such
requirements and restrictions as may be set forth in the By-Laws or stipulated
by resolution of the Trustees.
(d) The
Trustees are further empowered, at any time and from time to time, to contract
with any entity to provide such other services to the Trust or one or more of
the Series, as the Trustees determine to be in the best interests of the Trust
and the applicable Series.
(e) 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 for any parent or affiliate of any
organization with which an advisory or management contract, or principal
underwriter's or distributor's contract, or transfer, shareholder servicing or
other type of service 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 type of service 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 service contract with one or more other corporations, trust,
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,
provided approval of each such contract is made pursuant to the requirements of
the 1940 Act.
ARTICLE
V
SHAREHOLDERS'
VOTING POWERS AND MEETINGS
Section
1. Voting
Powers.
Subject to the provisions of Article III, Section 6(d), the Shareholders shall
have power to vote only (i) for the election of Trustees as provided in Article
IV, Section 1, (ii) to the same extent as the stockholders of a Massachusetts
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, (iii) with respect to the
termination of the Trust or any Series or Class to the extent and as provided in
Article VIII, Section 4, and (iv) with respect to such additional matters
relating to the Trust as may be required by this Declaration of Trust, the
By-Laws 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 or Class
are outstanding, the Trustees may exercise all rights of Shareholders of that
Series with respect to matters affecting that Series or Class, take any action
required by law, this Declaration of Trust or the By-Laws, 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
election Trustees as provided in Article IV, Section 1 and for such other
purposes as may be prescribed by law, by this Declaration of Trust or by the
By-Laws. 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 (7) days before such meeting, 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. Whenever notice
of a meeting is required to be given to a Shareholder under this Declaration of
Trust or the By-Laws, 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.
Section
3. Quorum
and Required Vote.
Except when a larger quorum is required by application law, by the By-Laws or by
this Declaration of Trust, forty percent (40%) of the Shares entitled to vote
shall constitute a quorum at a Shareholders' meeting. When any one or more
Series or Class 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, forty
percent (40%) of the Shares of each such Series or Class entitled to vote shall
constitute a quorum at a Shareholder's meeting of that Series or Class. Any
meeting of Shareholders may be adjourned from time to time by a majority of the
votes properly cast upon the question of adjourning a meeting to another date
and time, whether or not a quorum is present, and the meeting may be held as
adjourned within a reasonable time after the date set for the original meeting
without further notice. Subject to the provisions of Article III, Section 6(d),
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 By-Laws or
by application law.
Section
4. Action
by Written Consent.
Any action taken by Shareholders may be taken without a meeting if 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 By-Laws) 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 or Class 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 ninety (90) days
before the date of any meeting of Shareholders, as the record date for
determining the Shareholders of such Series or Class 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 or
Class 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 or Class 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 or Classes 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 or
Classes.
Section
6. Additional
Provisions.
The By-Laws may include further provisions for Shareholders' votes and meetings
and related matters.
ARTICLE
VI
NET
ASSET VALUE, DISTRIBUTIONS, AND REDEMPTIONS
Section
1. Determination
of Net Asset Value, Net Income, and Distributions.
Subject to Article III, Section 6 hereof, the Trustees, in their absolute
discretion, may prescribe and shall set forth in the By-laws or in a duly
adopted vote of the Trustees such bases and time for determining the per Share
or net asset value of the Shares of any Series or Class or net income
attributable to the Shares of any Series or Class, or the declaration and
payment of dividends and distributions on the Shares of any Series or Class, as
they may deem necessary or desirable.
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 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 authorized; and the Trust will
pay therefor the net asset value thereof, as determined in accordance with the
By-Laws and applicable law, 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 in proper form. 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 for 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 be longing 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.
The
redemption price may in any case or cases be paid wholly or partly in kind if
the Trustees determine that such payment is advisable in the interest of the
remaining Shareholders of the series for which the shares are being redeemed.
Subject to the foregoing, the fair value, selection and quantity of securities
or other property so paid or delivered as all or part of the redemption price
may be determined by or under authority of the Trustees. In no case shall the
Trust be liable for any delay of any corporation or other person in transferring
securities selected for delivery as all or part of any payment in
kind.
Section
3. Redemptions
at the Option of the Trust.
The Trust shall have the right at its option and at any time to redeem Shares of
any Shareholder at the net asset value thereof as described in Section l of this
Article VI: (i) if at such time such Shareholder owns Shares of any Series or
Class having an aggregate net asset value of less than an amount determined from
time to time by the Trustees, but not to exceed $1,000; or (ii) to the extent
that such Shareholder owns Shares equal to or in excess of a percentage,
determined from time to time by the Trustees, of the outstanding Shares of the
Trust or of any Series or Class.
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, and they may fix the amount of such 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, but nothing herein contained shall protect any Trustee against
any liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
Every
note, bond, contract, instrument, certificate 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 capacity as Trustees or Trustee, and such Trustees or Trustee shall not be
personally liable thereon.
Section
3. Indemnification.
The Trustees shall be entitled and empowered to the fullest extent permitted by
law to purchase with Trust assets insurance for and to provide by resolution or
in the By-Laws for indemnification out of Trust assets for liability and for all
expenses reasonably incurred or paid or expected to be paid by a Trustee or
officer in connection with any claim, action, suit or proceeding in which he
becomes involved by virtue of his capacity or former capacity with the Trust.
The provisions. including any exceptions and limitations concerning
indemnification, may be set forth in detail in the By Laws or in a resolution of
the Board of Trustees.
ARTICLE
VIII
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 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. Nothing in this Declaration of Trust shall protect any Trustee against
any liability to which such Trustee would otherwise be subject by reason of
wilful 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 on
behalf of the Trust by the Board of Trustees, by any officers or officer or
otherwise may include a notice that this Declaration of Trust is on file with
the Secretary of The Commonwealth of Massachusetts and may recite that the note,
bond, contract, instrument, certificate, or undertaking was executed or made by
or on behalf of the Trust or by them as Trustee or Trustees or as officers or
officer or otherwise and not individually and that the obligations of such
instrument are not binding upon any of them or the Shareholders individually but
are binding only upon the assets and property of the Trust or upon the assets
belonging to the 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 or they may deem appropriated
but the omission of any such recital shall not operate to bind any Trustee or
Trustees or officer or officers or Shareholders 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. A Trustee shall be liable solely for his own
wilful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee, and shall not be liable
for errors of judgment or mistakes of fact or law. The Trustees may take advice
of counsel or other experts with respect to the meaning and operation of this
Declaration of Trust, and shall be under no liability for any act or omission in
accordance with such advice nor 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.
Section
4. Termination
of Trust or Series or Class.
Unless terminated as provided herein, the Trust shall continue without
limitation of time. The Trust may be terminated at any time by the affirmative
vote of a "majority of the outstanding voting securities" of each Series (as the
quoted phrase is defined in the 1940 Act), voting separately by Series, or by
the Trustees by written notice to the shareholders. Any Series or Class may be
terminated at any time by vote of the affirmative vote of "majority of the
outstanding voting securities" of that Series (as the quoted phrase is defined
in the ▇▇▇▇ ▇▇▇) or Class or by the Trustees by written notice to the
Shareholders of that Series or Class.
Upon
termination of the Trust (or any Series or Class, 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 or attributable
to the particular Class, 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 or
attributable to the particular Class, 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 or attributable
to the particular Class, as the case may be), to the Shareholders of that Series
(or Class as the case may be), as a Series (or Class as the case may be),
ratably according to the number of Shares of that Series (or Class as the case
may be) held by the several Shareholders on the date of
termination.
Section
5. Merger
and Consolidation.
The Trustees may cause the Trust or one or more of its Series to be merged into
or consolidated with another Trust or company or the Shares exchanged under or
pursuant to any state or Federal statute, if any, or otherwise to the extent
permitted by law. Such merger or consolidation or Share exchange must be
authorized by vote of a majority of the outstanding Shares of the Trust, as a
whole, or any affected Series, as may be applicable; provided that in all
respects not governed by statute or applicable law, the Trustees shall have
power to prescribe the procedure necessary or appropriate to accomplish a sale
of assets, merger or consolidation
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 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 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 Agreement and Declaration of Trust is created under and is to be governed
by and construed and administered according to the laws of The Commonwealth of
Massachusetts. 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.
This Declaration of Trust may be amended at any time by an instrument in writing
signed by a majority of the then Trustees.
Section
9. Trust
Only.
It is the intention of the Trustees to create only the relationship of Trustee
and beneficiary between the Trustees and each shareholder from time to time. It
is not the intention of the Trustees to create a general partnership, limited
partnership, joint stock association, corporation, bailment, or any form of
legal relationship other than a trust. Nothing in this Agreement and Declaration
of Trust shall be construed to make the Shareholders, either by themselves or
with the Trustees, partners or members of a joint stock association.
Section
10. Use
of the Names.
(a) The
name or identifying phrase "Professionally Managed Portfolios" is the property
of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Associates and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Associates
has consented to the non-exclusive use of the name or identifying phrase
"Professionally Managed Portfolios" by the Trust as part of the name of the
Trust subject to the employment of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Associates, or an
affiliate thereof, as the administrator and/or distributor of one or more Series
of the Trust. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & Associates has the right to require the
Trust to cease using the name or identifying phrase "Professionally Managed
Portfolios" in its name if the Trust ceases to employ, for any reason, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ & Associates, or an affiliate thereof, as the administrator and/or
distributor of at least one Series.
(b) The
name or identifying word "Avondale" is the property of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Incorporated, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Incorporated has consented to the
non-exclusive use by the Trust of the identifying word or name "Avondale" as
part of the name of any Series of Shares, subject to the employment of ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇, Incorporated, or an affiliate thereof, as investment adviser to said
Series. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Incorporated has the right to require the Trust to
cease using "Avondale" in the names of its Series if the Trust and said Series
cease to employ, for any reason, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Incorporated, or an affiliate
of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Incorporated, as the investment adviser of such Series.
Future names adopted by the Trust for itself and its Series may be the property
of other entities, and the resolutions authorizing such Series may specify such
property rights.
[REMAINDER
OF PAGE LEFT BLANK]
IN
WITNESS WHEREOF, each of the undersigned has hereto set his hands as of the 13th
day of June, 2005.
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