LORD ▇▇▇▇▇▇ DELTA FUND
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DECLARATION AND AGREEMENT OF TRUST
October 13, 2000
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TABLE OF CONTENTS
ARTICLE I NAME AND DEFINITIONS..................................................................2
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Section I.1. Name..............................................................................2
Section I.2. Definitions.......................................................................2
Section I.3. Purposes..........................................................................4
ARTICLE II TRUSTEES..............................................................................6
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Section II.1. Powers...........................................................................11
Section II.2. Legal Title......................................................................11
Section II.3. Number of Trustees; Term of Office...............................................12
Section II.4. Election of Trustees.............................................................12
Section II.5. Resignation and Removal..........................................................12
Section II.6. Vacancies........................................................................12
Section II.7. Committees; Delegation...........................................................13
Section II.8. Quorum; Voting...................................................................14
Section II.9. Action Without a Meeting; Participation by Conference Telephone..................14
Section II.10. By-Laws..........................................................................14
Section II.11. No Bond Required.................................................................14
Section II.12. Reliance on Experts, Etc.........................................................15
Section II.13. Standard of Care of Trustees.....................................................15
ARTICLE III CONTRACTS............................................................................15
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Section III.1. Distribution Contract............................................................15
Section III.2. Advisory or Management Contracts.................................................16
Section III.3. Affiliations of Trustees or Officers, Etc........................................16
ARTICLE IV LIMITATION OF LIABILITY; INDEMNIFICATION.............................................17
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Section IV.1. No Personal Liability of Shareholders, Trustees, Etc.............................17
Section IV.2. Execution of Documents; Notice; Apparent Authority...............................18
Section IV.3. Indemnification of Trustees, Officers, Etc.......................................18
Section IV.4. Indemnification of Shareholders..................................................21
ARTICLE V SHARES OF BENEFICIAL INTEREST........................................................21
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Section V.1. Beneficial Interest..............................................................21
Section V.2. Additional Series; Classes.......................................................22
Section V.3. Initial Designation of Classes...................................................23
Section V.4. Series Assets, Liabilities and Expenses..........................................23
Section V.4.1. Series Assets....................................................................23
Section V.4.2. Series Liabilities and Expenses..................................................24
Section V.4.3. Termination of a Series..........................................................25
Section V.5. Rights of Shareholders...........................................................25
Section V.6. Trust Only.......................................................................26
Section V.7. Issuance of Shares...............................................................26
Section V.7.1. General..........................................................................26
Section V.7.2. Price............................................................................26
Section V.7.3. On Merger or Consolidation.......................................................27
Section V.7.4. Fractional Shares................................................................27
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Section V.8. Register of Shares...............................................................27
Section V.9. Share Certificates...............................................................27
Section V.10. Transfer of Shares...............................................................28
Section V.11. Voting Powers....................................................................28
Section V.12. Meetings of Shareholders.........................................................29
Section V.13. Action Without a Meeting.........................................................30
Section V.14. Quorum and Required Vote.........................................................30
Section V.15. Additional Provisions............................................................30
Section V.16. Removal of Trustees by Shareholders..............................................30
Section V.17. Derivative Suits 31
ARTICLE VI REDEMPTION AND REPURCHASE OF SHARES..................................................31
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Section VI.1. Redemption of Shares.............................................................31
Section VI.2. Price............................................................................31
Section VI.3. Payment..........................................................................31
Section VI.4. Effect of Suspension of Right of Redemption......................................32
Section VI.5. Repurchase by Agreement..........................................................32
Section VI.6. Suspension of Right of Redemption................................................33
Section VI.7. Involuntary Redemption of Shares; Disclosure of Holding..........................33
ARTICLE VII DETERMINATION OF NET ASSET VALUE; DISTRIBUTIONS......................................34
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Section VII.1. By Whom Determined...............................................................34
Section VII.2. When Determined..................................................................35
Section VII.3. Computation of Per Share Net Asset Value.........................................35
Section VII.3.1. Net Asset Value Per Share........................................................35
Section VII.3.2. Value of the Net Assets of a Series..............................................35
Section VII.4. Interim Determinations...........................................................37
Section VII.5. Outstanding Shares...............................................................37
Section VII.6. Distributions to Shareholders....................................................37
ARTICLE VIII DURATION; DISSOLUTION AND TERMINATION OF TRUST;
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AMENDMENT; MERGERS, ETC..............................................................38
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Section VIII.1. Duration and Termination.........................................................38
Section VIII.2. Amendment Procedure..............................................................39
Section VIII.3. Merger, Consolidation and Sale of Assets.........................................40
Section VIII.4. Incorporation....................................................................41
ARTICLE IX MISCELLANEOUS........................................................................41
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Section IX.1. Registered Agent; Registered Office..............................................41
Section IX.2. Governing Law....................................................................42
Section IX.3. Counterparts.....................................................................43
Section IX.4. Reliance by Third Parties........................................................43
Section IX.5. Provisions in Conflict with Law or Regulations...................................43
Section IX.6. Use of Name......................................................................44
Section IX.7. Section Headings; Interpretation.................................................44
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DECLARATION AND AGREEMENT OF TRUST
OF
LORD ▇▇▇▇▇▇ DELTA FUND
DECLARATION AND AGREEMENT OF TRUST made on October 13, 2000 by and among
the individuals executing this Declaration and Agreement of Trust as Trustees
and the holders from time to time of the shares of beneficial interest issued
hereunder.
WHEREAS, the Trustees desire to establish a business trust for the
investment and reinvestment of funds contributed thereto and the carrying on of
business and dividing the gains therefrom; and
WHEREAS, the Trustees desire that the beneficial interest in the trust
assets be divided into transferable shares of beneficial interest, as
hereinafter provided;
NOW THEREFORE, the Trustees hereby declare that all money and property
contributed to the trust established hereunder and all proceeds thereof shall be
held and managed in trust for the pro rata benefit of the holders, from time to
time, of the shares of beneficial interest issued hereunder and subject to the
provisions hereof.
ARTICLE I
NAME AND DEFINITIONS
Section I.1. Name. The name of the trust created hereby is "Lord ▇▇▇▇▇▇
Delta Fund," in which name the Trustees shall conduct the business and
activities of the Trust and execute all documents and take all actions
authorized herein.
Section I.2. Definitions. Wherever they are used herein, the following
terms have the following meanings:
"Affiliated Person" shall have the meaning set forth in Section
2(a)(3) of the 1940 Act.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Commission" shall mean the Securities and Exchange Commission.
"Declaration" shall mean this Declaration and Agreement of Trust as
amended from time to time. This Declaration and any By-laws of the Trust
shall constitute the governing instrument of the Trust.
"Delaware Act" shall mean Chapter 38 of Title 12 of the Delaware Code
entitled "Treatment of Delaware Business Trusts," as it may be amended from
time to time.
"Distributor" shall have the meaning set forth in Section 3.1.
"Interested Person" shall have the meaning set forth in Section
2(a)(19) of the 1940 Act.
"Investment Adviser" shall have the meaning set forth in Section 3.2.
"Majority Shareholder Vote" or "Series Majority Shareholder's Vote"
shall mean the vote of a majority of the outstanding voting securities, as
defined in Section 2(a)(42) of the 1940 Act, of the Trust, provided that if
there are two or more Series of Shares outstanding, then "Series Majority
Shareholder Vote" shall have, when used with respect to any matter required
to be submitted to the holders of the outstanding Shares of any Series
pursuant to this Declaration or the 1940 Act, the meaning set forth in Rule
18f-2 under the 1940 Act.
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"1940 Act" shall mean the Investment Company Act of 1940, as amended
from time to time.
"Person" shall mean an individual, a company, a corporation,
partnership, trust, or association, a joint venture, an organization, a
business, a firm or other entity, whether or not a legal entity, or a
country, a state, municipality or other political subdivision or any
governmental agency or instrumentality.
"Principal Underwriter" shall have the meaning set forth in Section
2(a)(29) of the ▇▇▇▇ ▇▇▇.
"Series" shall mean the one or more separate series of Shares
authorized by Section 5.2 of this Declaration.
"Shareholder" shall mean a record owner of Shares.
"Shares" shall mean the units of interest into which the beneficial
interest in the Trust (or, if more than one Series or more than one class
of Series is authorized, in each Series and class thereof) shall be divided
from time to time and includes fractions of Shares as well as whole Shares.
All references to Shares shall be deemed to refer to Shares of any or all
Series, or classes thereof, as the context may require.
"Trust" shall mean the Delaware business trust established under the
Delaware Act by this Declaration, as from time to time amended. All
provisions herein relating to the Trust shall apply equally to each Series
of the Trust, and each class thereof, except as the context otherwise
requires.
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"Trustees" shall mean the individuals who have signed this
Declaration, so long as they shall continue in office in accordance with
the terms hereof, and all other individuals who may from time to time be
duly elected or appointed, qualified and serving as Trustees in accordance
with the provisions of Article II hereof, and reference herein to a Trustee
or the Trustees shall refer to such person or persons in his or her
capacity or their capacities as trustees hereunder.
"Trust Property" shall mean any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees, including any and all assets of or allocated to any
Series, as the context may require.
Section I.3. Purposes. This Trust is formed for the following purpose
or purposes:
(a) to conduct, operate and carry on the business of an investment
company;
(b) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, lend, write options on,
exchange, distribute or otherwise dispose of and deal in and with
securities of every nature, kind, character, type and form, including,
without limitation of the generality of the foregoing, all types of stocks,
shares, futures contracts, bonds, debentures, notes, bills and other
negotiable or non-negotiable instruments, obligations, evidences of
interest, certificates of interest, certificates of participation,
certificates, interests, evidences of ownership, guarantees, warrants,
options or evidences of indebtedness issued or created by or guaranteed as
to principal and interest by any state or local government or any agency or
instrumentality thereof, by the United States Government or any agency,
instrumentality, territory, district or possession thereof, by any foreign
government or any agency, instrumentality, territory, district or
possession thereof, by any foreign government or any agency,
instrumentality, territory, district or possession thereof, by any
corporation organized under the laws of any state, the United States or any
territory or possession thereof or under the laws of any foreign country,
bank certificates of deposit, bank time deposits, bankers' acceptances and
commercial paper; to pay for the same in cash or by the issue of stock,
including treasury stock, bonds or notes of the Trust or otherwise; and to
exercise any and all rights, powers and privileges of ownership or interest
in respect of any and all such investments of every kind and description,
including, without limitation, the right to consent and otherwise act with
respect thereto, with power to designate one or more persons, firms,
associations or corporations to exercise any said rights, powers, and
privileges in respect to any said instruments;
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(c) to borrow money or otherwise obtain credit and to secure the same
by mortgaging, pledging or otherwise subjecting as security the assets of
the Trust;
(d) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, and otherwise deal in, Shares including Shares
in fractional denominations, and to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of Shares any funds or
other assets of the appropriate Series or class of Shares, whether capital
or surplus or otherwise, to the full extent now or hereafter permitted by
the laws of the State of Delaware;
(e) to conduct its business, promote its purposes, and carry on its
operations in any and all of its branches and maintain offices both within
and without the State of Delaware, in any and all States of the United
States of America, in the District of Columbia, and in any other parts of
the world; and
(f) to do all and everything necessary, suitable, convenient, or
proper for the conduct, promotion, and attainment of any of the businesses
and purposes herein specified or which at any time may be incidental
thereto or may appear conducive to or expedient for the accomplishment of
any such businesses and purposes and which might be engaged in or carried
on by a Trust organized under the Delaware Act, and to have and exercise
all of the powers conferred by the laws of the State of Delaware upon a
Delaware business trust.
The foregoing provisions of this Section I.3 shall be construed both as
purposes and powers and each as an independent purpose and power.
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ARTICLE II
TRUSTEES
Section II.1 Powers. The Trustees, subject only to the specific
limitations contained in this Declaration, shall have exclusive and absolute
power, control and authority over the Trust Property and over the conduct of the
affairs of the Trust set forth in Section I.3 hereof, including such power,
control and authority to do all such acts and things as in their sole judgment
and discretion are necessary, incidental, convenient or desirable for the
carrying out of or conducting of the business of the Trust or in order to
promote the interests of the Trust, but with such powers of delegation as may be
permitted by this Declaration. The enumeration of any specific power, control or
authority herein shall not be construed as limiting the aforesaid power, control
and authority or any other specific power, control or authority. The Trustees
shall have power to conduct and carry on the business of the Trust, or any part
thereof, to have one or more offices and to exercise any or all of its trust
powers and rights, in the State of Delaware, in any other states, territories,
districts, colonies and dependencies of the United States and in any foreign
countries. In construing the provisions of this Declaration, the presumption
shall be in favor of a grant of power to the Trustees. Such powers of the
Trustees may be exercised without order of or resort to any court.
Without limiting the foregoing, the Trustees shall have the power:
(a) To enter into contracts of any nature related to the business of
the Trust.
(b) To appoint agents and employees of the Trust, which agents and
employees may be designated as officers of the Trust with corresponding
titles as the Trustees may determine in their discretion.
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(c) To exercise all rights, powers and privileges of ownership or
interest in all securities included in the Trust Property, including the
right to vote, give assent, execute and deliver proxies or powers of
attorney to such person or persons as the Trustees shall deem proper and
otherwise act with respect thereto and to do all acts for the preservation,
protection, improvement and enhancement in value of all such securities and
to delegate, assign, waive or otherwise dispose of any of such rights,
powers or privileges.
(d) To exercise powers and rights of subscription or otherwise which
in any manner arise out of the Trust's ownership of securities.
(e) To declare (from interest, dividends or other income received or
accrued, from accruals of original issue or other discounts on obligations
held, from capital or other profits whether realized or unrealized and from
any other lawful sources) dividends and distributions on the Shares and to
credit the same to the account of Shareholders, or at the election of the
Trustees to accrue income to the account of Shareholders, on such dates
(which may be as frequently as every day) as the Trustees may determine.
Such dividends, distributions or accruals shall be payable in cash,
property or Shares as the Trustees may determine and at such intervals as
the Trustees may determine at any time in advance of such payment or
accrual, whether or not the amount of such dividend, distribution or
accrual can at the time of declaration be determined or must be calculated
subsequent to declaration and prior to payment or accrual by reference to
amounts or other factors not yet determined at the time of declaration
(including but not limited to the amount of a dividend or distribution to
be determined by reference to what is sufficient to enable the Trust to
qualify as a regulated investment company under the Code or to avoid
liability for Federal income or excise taxes).
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The power granted by this Subsection (e) shall include, without
limitation, and if otherwise lawful, the power (A) to declare
dividends or distributions or to accrue income to the account of
Shareholders by means of a formula or other similar method of
determination whether or not the amount of such dividend or
distribution can be calculated at the time of such declaration; (B) to
establish record or payment dates for, dividends or distributions on
any basis, including the power to establish a number of record or
payment dates subsequent to the declaration of any dividend or
distribution; (C) to establish the same payment date for any number of
dividends or distributions declared prior to such date; (D) to provide
for payment of dividends or distributions declared and as yet unpaid,
or unpaid accrued income, to shareholders redeeming Shares prior to
the payment date otherwise applicable; and (E) to provide in advance
for conditions under which any dividend or distribution may be payable
in Shares to all or less than all of the Shareholders.
(f) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop and dispose of (by sale, lease or otherwise) any
property, real or personal, and any interest therein.
(g) To borrow money, and in this connection to issue notes or other
evidences of indebtedness; to secure borrowings by mortgaging, pledging or
otherwise subjecting to security interests the Trust Property; and to lend
Trust Property.
(h) To aid by further investment any Person, if any obligation of or
interest in such Person is included in the Trust Property or if the
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Trustees have any direct or indirect interest in the affairs of such
Person; to do anything designed to preserve, protect, improve or enhance
the value of such obligation or interest; and to endorse or guarantee or
become surety on any or all of the contracts, stocks, bonds, notes,
debentures and other obligations of any such Person; and to mortgage the
Trust Property or any part thereof to secure any of or all such
obligations.
(i) To enter into joint ventures, general or limited partnerships and
any other combinations or associations.
(j) To purchase and pay for entirely out of Trust Property liability,
casualty, property and other insurance, including, without limitation,
insurance policies insuring the Shareholders, Trustees, officers, employees
and agents of the Trust, the Investment Adviser, the Distributor and
dealers or independent contractors of the Trust against all claims and
liabilities of every nature arising by reason of holding or having held any
such position or by reason of any action taken or omitted by any such
Person in such capacity, whether or not constituting negligence, to the
extent the Trust would have the power, under provisions of applicable law,
to indemnify such Person against such liability; provided, however that
such policy or policies shall be purchased solely at the cost of the Series
to which it or they pertain.
(k) To establish and carry out pension, profit-sharing, share
purchase, share bonus, savings, thrift and other retirement, incentive and
benefit plans for any Trustees, officers, employees or agents of the Trust.
(l) To the extent permitted by law and determined by the Trustees, to
indemnify any Person with whom the Trust has dealings, including, without
limitation, the Shareholders, the Trustees, the officers, employees and
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agents of the Trust, the Investment Adviser, the Distributor, the transfer
agent, the custodian and dealers.
(m) To incur and pay any charges, taxes and expenses which in the
opinion of the Trustees are necessary or incidental to or proper for
carrying out any of the purposes of this Trust, and to pay from the funds
of the Trust Property to themselves as Trustees reasonable compensation and
reimbursement for expenses.
(n) To prosecute or abandon and 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.
(o) To exercise the right to consent, and to enter into releases,
agreements and other instruments, including, but not limited to, the right
to consent or participate in any plan for the reorganization, consolidation
or merger of any corporation or issuer any security of which is or was held
by the Trust; to consent to any contract, lease, mortgage, purchase or sale
of such property by said corporation or issuer, and to pay calls or
subscriptions with respect to securities held by the Trust.
(p) To employ or contract with such Persons as the Trustees may deem
desirable for the transaction of the business of the Trust.
(q) To adopt a seal for the Trust, but the absence of such seal shall
not impair the validity of any instrument executed on behalf of the Trust.
(r) To employ one or more custodians of the assets of the Trust and
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.
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(s) To take such actions as are authorized, incidental or required to
be taken by the Trustees pursuant to other provisions of this Declaration.
The foregoing enumeration of specific powers shall not be held to limit
or restrict in any manner the general powers of the Trustees.
The Trustees shall not be limited by any law now or hereafter in effect
limiting the investments which may be made or retained by fiduciaries, but they
shall have full power and authority to make any and all investments within the
limitation of this Declaration that they, in their sole and absolute discretion,
shall determine, and without liability for loss even though such investments do
not or may not produce income or are of a character or in an amount not
considered proper for the investment of trust funds.
Section II.2. Legal Title. Legal title to all the Trust Property shall
be vested in the Trust as a separate legal entity under the Delaware Act,
provided that the Trustees shall have power to cause legal title to any Trust
Property to be held by or in the name of one or more of the Trustees with
suitable reference to their trustee status, or in the name of any Series of the
Trust, or in a form not indicating any trust, whether in bearer, unregistered or
other negotiable form, or in the name of a custodian or subcustodian or a
nominee or nominees or otherwise.
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Section II.3. Number of Trustees; Term of Office. The number of
Trustees shall be two, which number may be increased or decreased from time to
time by written instrument signed by a majority of the Trustees, provided that
the number of Trustees shall not be fewer than two nor more than 15. Each of the
two Trustees executing this Declaration of Trust and each Trustee thereafter
appointed or elected (whenever such election occurs) shall hold office until his
successor is elected and qualified or until the earlier occurrence of any of the
events specified in the first sentence of Section II.6 hereof.
Section II.4. Election of Trustees. Trustees may succeed themselves in
office. Trustees may be elected at a Shareholders' meeting. At such a
Shareholders' meeting, Trustees shall be elected by a plurality of the votes
validly cast. The election of any Trustee (other than an individual who was
serving as a Trustee immediately prior thereto) shall not become effective,
however, until the individual named shall have accepted in writing such election
and agreed in writing to be bound by the terms of this Declaration. Trustees
need not own Shares.
Section II.5. Resignation and Removal. Any Trustee may resign his trust
(without need for prior or subsequent accounting) by an instrument in writing
signed by him and delivered to the Chairman of the Board, or the Secretary or
any Assistant Secretary, and such resignation shall be effective upon such
delivery, or at any later date specified in the instrument. Any of the Trustees
may be removed (i) with cause by the affirmative vote of two-thirds of the
remaining Trustees (provided that the aggregate number of Trustees after such
removal shall not be less than two) or (ii) by the Shareholders pursuant to
Section V.16 hereof.
Section II.6. Vacancies The term of office of a Trustee shall terminate
and a vacancy shall occur in the event of the death, retirement, resignation or
removal (whether pursuant to Section II.5 hereof or otherwise), bankruptcy,
adjudication of incompetence or other incapacity to perform the duties of the
office of a Trustee. A vacancy shall also occur upon an increase in the number
of Trustees in accordance with Section II.3 hereof. No vacancy shall operate to
annul this Declaration or to revoke any existing agency created pursuant to the
terms of the Declaration. In the case of an existing vacancy, including a
vacancy existing by reason of an increase in the authorized number of Trustees,
the remaining Trustees shall fill such vacancy by the appointment of such
individual as they in their sole and absolute discretion shall see fit, made by
a written instrument signed by a majority of the Trustees then in office,
provided that such power of appointment shall be subject to and limited by all
applicable provisions of the 1940 Act and no such appointment shall become
effective until the person named shall have accepted in writing such appointment
and agreed in writing to be bound by the terms of this Declaration. Whenever a
vacancy in the number of Trustees shall occur, until such vacancy is filled as
provided in Section II.4 or this Section II.6, 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 the Declaration.
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Section II.7.Committees; Delegation. The Trustees shall have the power
to appoint from their own number, and terminate, any one or more committees
consisting of two or more Trustees, including an executive committee which may
exercise some or all of the power and authority of the Trustees as the Trustees
may determine (including but not limited to the power to determine net asset
value and net income), subject to any limitations contained in the By-Laws, and
in general to delegate from time to time to one or more of their number or to
officers, employees or agents of the Trust such power and authority and the
doing of such things and the execution of such instruments, either in the name
of the Trust or the names of the Trustees or otherwise, as the Trustees may deem
expedient, provided that no committee shall have the power
(a) to change the principal office of the Trust;
(b) to amend the By-Laws;
(c) to issue Shares of any Series;
(d) to elect or remove from office any Trustee or the Chairman of the
Board, the President, the Chief Financial Officer, the Treasurer or the
Secretary of the Trust;
(e) to increase or decrease the number of Trustees;
(f) to declare a dividend or other distribution on the Shares of any
Series;
(g) to authorize the repurchase of Shares of any Series; or
(h) to authorize any merger, consolidation or sale, lease or exchange
of all or substantially all of the Trust Property.
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Section II.8. Quorum; Voting. At all meetings of the Trustees, the
presence of one-third of the total number of Trustees authorized, but not less
than two, shall constitute a quorum for the transaction of business. When a
quorum is present at any meeting, a majority of Trustees present may take any
action, except when a larger vote is required by this Declaration, the By-laws
or the 1940 Act.
Section II.9.Action Without a Meeting; Participation by Conference
Telephone. Unless the 1940 Act requires that a particular action must be taken
only at a meeting of Trustees, any action required or permitted to be taken at
any meeting of the Trustees (or of any committee of the Trustees) may be taken
without a meeting if written consents thereto are signed by a majority of the
Trustees then in office (or by a majority of the members of such committee) and
such written consents are filed with the records of the meetings. Unless the
1940 Act requires that Trustees must be present in person at a meeting of
Trustees, Trustees may participate in a meeting of the Trustees (or of any
committee of the Trustees) by means of a conference telephone or similar
communications equipment if all individuals participating can hear each other at
the same time. Participation in a meeting by these means shall constitute
presence at the meeting.
Section II.10.By-Laws. The Trustees may adopt By-Laws not inconsistent
with this Declaration or law to provide for the conduct of the business of the
Trust, and may amend or repeal such By-Laws.
Section ▇▇.▇▇.▇▇ Bond Required. No Trustee shall be obliged to give any
bond or other security for the performance of any of his duties hereunder.
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Section II.12. Reliance on Experts, Etc. Each Trustee, officer, agent
and employee of the Trust or any Series thereof shall, in the performance of his
duties, be fully and completely justified and protected by relying in good faith
upon the books of account or other records of the Trust, or upon reports made to
the Trustees (a) by any of the officers or employees of the Trust or any Series
thereof, (b) by the Investment Adviser, the Distributor, the custodian or the
transfer agent, or (c) by any accountants, selected dealers or appraisers or
other agents, experts or consultants selected with reasonable care by the
Trustees, regardless of whether such agent, expert or consultant may also be a
Trustee. The Trustees, officers, agents and employees of the Trust or any Series
thereof may take advice of counsel with respect to the meaning and operation of
this Declaration and with respect to other legal matters or questions, and shall
be under no liability for any act or omission in accordance with such advice or
for failing to follow such advice.
Section II.13. Standard of Care of Trustees. The exercise by the
Trustees of their powers and discretion hereunder and the construction in good
faith by the Trustees of the meaning or effect of any provision of this
Declaration shall be binding upon everyone interested. A Trustee, officer, agent
or employee shall be liable to the Trust or the Shareholders for his own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office, and for nothing else, and shall not be
liable for errors of judgment or mistakes of fact or law.
ARTICLE III
CONTRACTS
Section III.1. Distribution ContractSection III.1.Distribution
Contract. The Trust may from time to time enter into a distribution contract
with another Person (the "Distributor") providing for the sale of Shares,
pursuant to which the Trust may agree to sell Shares of one or more Series or
classes of Series to the Distributor or appoint the Distributor its sales agent
for the Shares. Such contract may provide that the Distributor may enter into
contracts with other persons to sell the Shares on behalf of the Distributor and
the Trust. Such contract may also provide for the repurchase of Shares by the
Distributor as agent of the Trust and shall contain such terms and conditions,
if any, as may be prescribed in the By-Laws and such further terms and
conditions not inconsistent with the provisions of this Article III or of the
By-Laws as the Trustees may in their discretion determine.
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Section III.2. Advisory or Management Contracts. Subject to approval by
a Majority Shareholder Vote or, where appropriate pursuant to Section V.11
hereof, a Series Majority Shareholder Vote, the Trust may from time to time
enter into investment advisory or management contracts with one or more other
Persons (the "Investment Advisers") pursuant to which the Investment Adviser or
Advisers shall agree to furnish to the Trust management, investment advisory,
statistical and research facilities or other services with respect to one or
more Series of the Trust. Such contract shall contain such other terms and
conditions, if any, as may be prescribed in the By-Laws and such further terms
and conditions not inconsistent with the provisions of this Article III, the
By-Laws or applicable law as the Trustees may in their discretion determine,
including the grant of authority to the Investment Adviser to determine what
securities shall be purchased or sold by each such Series and what portion of
its assets shall be uninvested and to implement such determinations by making
changes in the Series' investments.
Section III.3.Affiliations of Trustees or Officers, Etc. The fact that
any Shareholder, Trustee, officer, agent or employee of the Trust or any Series
thereof is a shareholder, member, director, officer, partner, trustee, employee,
manager, adviser or distributor of or for any Person or of or for any parent or
affiliate of any Person with which an investment advisory or management
contract, principal underwriter or distributor contract or custodian, transfer
agent, disbursing agent or similar agency contract may have been or may
hereafter be made, or that any such Person, or any parent or affiliate thereof,
is a Shareholder of or has any other interest in the Trust or any Series
thereof, or that any such Person also has any one or more similar contracts with
one or more other such Persons, or has other businesses or interests, shall not
affect the validity of any such contract made or that may hereafter be made with
the Trust or disqualify any Shareholder, Trustee, officer, agent or employee of
the Trust or any Series thereof from voting upon or executing the same or create
any liability or accountability to the Trustees, the Trust, any Series thereof
or the Shareholders.
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ARTICLE IV
LIMITATION OF LIABILITY; INDEMNIFICATION
Section IV.1. No Personal Liability of Shareholders, Trustees, Etc. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
Trust or any Series thereof. No Trustee shall have any power to bind personally
any Shareholder or 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 by way of subscription for any Shares or otherwise.
All Persons extending credit to, contracting with or having any claim against
the Trust or any Series thereof shall look only to the assets of the Trust or of
any affected 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. No Trustee shall be subject to any personal liability whatsoever to
any person other than the Trust or the Shareholders in connection with the Trust
Property or the acts, obligations or affairs of the Trust or any Series thereof.
The Trustees shall not be responsible or liable to the Trust or the Shareholders
for any neglect or wrongdoing of any officer, employee or agent (including,
without limitation, the Investment Advisers, the Distributor, the custodian and
the transfer agent) of the Trust or any Series thereof, nor shall any Trustee be
responsible or liable for the act or omission of any other Trustee.
17
Section IV.2. Execution of Documents; Notice; Apparent Authority. Every
note, bond, contract, instrument, certificate or undertaking and every other act
or thing whatsoever executed or done by or on behalf of the Trust or any Series
thereof or the Trustees or any of them in connection with the Trust or any
Series thereof shall be conclusively deemed to have been executed or done only
in or with respect to their or his or her capacity as Trustees or Trustee, and
such Trustees or Trustee shall not be personally liable thereon. Every note,
bond, contract, instrument, certificate or undertaking made or issued by the
Trustees or by any officers or officer shall recite that the obligations of such
instruments are not binding upon any of the Trustees, Shareholders, officers,
employees or agents of the Trust individually but are binding only upon the
assets and property of the Trust or of one or more Series, but the omission
thereof shall not operate to bind any Trustees, Shareholders or officers,
employees and agents of the Trust individually. No purchaser, lender, transfer
agent or other Person dealing with the Trustees or any officer, employee or
agent of the Trust shall be bound to make any inquiry concerning the validity of
any transaction purporting to be made by the Trustees or by such officer,
employee or agent or make inquiry concerning or be liable for the application of
money or property paid, loaned or delivered to or on the order of the Trustees
or of such officer, employee or agent.
Section IV.3. Indemnification of Trustees, Officers, Etc.Section IV.3.
Indemnification of Trustees, Officers, Etc. The Trust shall indemnify each of
its Trustees, officers, employees and agents (including any individual who
serves at its request as director, officer, partner, trustee or the like of
another organization in which it has any interest as a shareholder, creditor or
otherwise) against all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by him or her in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, before any court or administrative or legislative body in
which he or she may be or may have been involved as a party or otherwise or with
which he or she may be or may have been threatened, while acting as Trustee or
as an officer, employee or agent of the Trust or the Trustees, as the case may
be, or thereafter, by reason of his or her being or having been such a Trustee,
officer, employee or agent, except with respect to any matter as to which he or
she shall have been adjudicated not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the Trust
or any Series thereof. Notwithstanding anything herein to the contrary, if any
matter which is the subject of indemnification hereunder relates only to one
Series (or to more than one but not all of the Series of the Trust), then the
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indemnity shall be paid only out of the assets of the affected Series. No
individual shall be indemnified hereunder against any liability to the Trust or
any Series thereof or the Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office. In addition, no such indemnity shall be provided
with respect to any matter disposed of by settlement or a compromise payment by
19
such Trustee, officer, employee or agent, pursuant to a consent decree or
otherwise, either for said payment or for any other expenses unless there has
been a determination that such compromise is in the best interests of the Trust
or, if appropriate, of any affected Series thereof and that such Person appears
to have acted in good faith in the reasonable belief that his or her action was
in the best interests of the Trust or, if appropriate, of any affected Series
thereof, and did not engage in willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his or her
office. All determinations that the applicable standards of conduct have been
met for indemnification hereunder shall be made by (a) a majority vote of a
quorum consisting of disinterested Trustees who are not parties to the
proceeding relating to indemnification, or (b) if such a quorum is not
obtainable or, even if obtainable, if a majority vote of such quorum so directs,
by independent legal counsel in a written opinion, or (c) a vote of Shareholders
(excluding Shares owned of record or beneficially by such individual). In
addition, unless a matter is disposed of with a court determination (i) on the
merits that such Trustee, officer, employee or agent was not liable or (ii) that
such Person was not guilty of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his or her
office, no indemnification shall be provided hereunder unless there has been a
determination by independent legal counsel in a written opinion that such Person
did not engage in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
20
The Trustees may make advance payments out of the assets of the Trust
or, if appropriate, of the affected Series in connection with the expense of
defending any action with respect to which indemnification might be sought under
this Section 4.3. The indemnified Trustee, officer, employee or agent shall give
a written undertaking to reimburse the Trust or the Series in the event it is
subsequently determined that he or she is not entitled to such indemnification
and (a) the indemnified Trustee, officer, employee or agent shall provide
security for his or her undertaking, (b) the Trust shall be insured against
losses arising by reason of lawful advances, or (c) a majority of a quorum of
disinterested Trustees or an independent legal counsel in a written opinion
shall determine, based on a review of readily available facts (as opposed to a
full trial-type inquiry), that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification. The rights accruing to any
Trustee, officer, employee or agent under these provisions shall not exclude any
other right to which he or she may be lawfully entitled and shall inure to the
benefit of his or her heirs, executors, administrators or other legal
representatives.
Section IV.4. 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 and not because of 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 Trust or, if there are two
or more Series of the Trust, the assets of the affected Series of which such
Shareholder held Shares, to be held harmless from and indemnified against all
loss and expense, including legal expenses reasonably incurred, arising from
such liability. The rights accruing to a Shareholder under this Section 4.4
shall not exclude any other right to which such Shareholder may be lawfully
entitled, nor shall anything contained herein restrict the right of the Trust or
any Series thereof to indemnify or reimburse a Shareholder in any appropriate
situation even though not specifically provided herein.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section V.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable shares of beneficial interest
("Shares"), without par value. The Trustees may from time to time divide or
combine the Shares into a greater or lesser number without thereby changing the
proportionate beneficial interests in the Trust. The number of Shares authorized
hereunder is unlimited. All Shares issued hereunder, including without
limitation Shares issued in connection with a dividend in Shares or a split in
Shares, shall be fully paid and nonassessable. No Shares shall have any
approval, conversion or preemptive rights. The Trustees shall have full power
and authority, without Shareholder approval, to establish or change from time to
time the par value of Shares as the Trustees shall determine, provided the
rights of outstanding Shares shall not thereby be impaired in any material way.
The Trustees may hold as treasury Shares (of the same or some other Series),
reissue for such consideration and on such terms as they may determine, or
cancel any Shares of any series repurchased or redeemed by the Trust at their
discretion from time to time.
21
Section V.2. Additional Series; Classes. The Trustees may, without
Shareholder approval, from time to time authorize multiple Series with separate
investment objectives and policies and distinct investment purposes and one or
more separate classes of any Series. The Trustees shall have full power and
authority, in their sole discretion, and without obtaining any prior
authorization or vote of the Shareholders of any Series of the Trust, to
establish and designate and to change in any manner any such Series, or any
classes thereof, to fix such preferences, voting powers, rights and privileges
of such Series, or classes thereof, as the Trustees may from time to time
determine, to classify or reclassify any issued Shares of any Series, or classes
thereof, into one or more Series or classes, and to take such other action with
respect to the Shares as the Trustees may deem desirable. Prior to the first
classification of unissued Shares into additional Series, all outstanding Shares
shall be of a single Series, and prior to the first classification of a Series
into additional classes, all outstanding Shares of such Series shall be of a
single class. Notwithstanding any other provision of this Declaration of Trust,
upon the first classification of unissued Shares into additional Series, the
Trustees shall specify a legal name for the outstanding Series, as well as for
the new Series, and upon the first classification of a Series into additional
classes, the Trustees shall specify a legal name for the outstanding class, as
well as for the new class or classes. The establishment and designation of any
Series additional to the initial Series of Shares or the establishment and
designation of any class of a Series additional to the initial class shall be
effective upon the execution by a majority of the Trustees of an instrument
setting forth the establishment and designation of such Series or classes
thereof (which instrument shall have the status of an amendment to this
Declaration). All Shares of any Series or any classes thereof shall have equal
voting, distribution, redemption, liquidation and other rights and shall be
entitled to a preference over Shares of other Series or any classes thereof with
respect to the assets of or allocated (pursuant to subsection V.4.1) to such
Series or any classes thereof. Notwithstanding the foregoing, the Trustees may
establish variations between different Series, and classes of any Series, as to
purchase price, determination of net asset value, the price, terms and manner of
redemption and special and relative rights as to dividends on liquidation,
conditions under which the several Series (and classes of any Series) shall have
separate voting rights and such other matters as the Trustees may determine. The
number of Shares of each Series and each class that may be issued shall be
unlimited.
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Section V.3. Initial Designation of Classes. Subject to the designation
of additional classes pursuant to Section 5.2, the Shares of the initial Series
shall constitute five classes, hereby designated as Class A Shares, Class B
Shares, Class C Shares, Class P, and Class Y Shares of the initial Series of the
Trust.
Section V.4. Series Assets, Liabilities and Expenses.
Section V.4.1. Series Assets. All consideration received by the Trust
for the issue or sale of Shares of a particular Series, together with all assets
in which such consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived from the sale,
loan, exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to the rights
of creditors, and shall be so recorded upon the books of account of the Trust.
In the event that there are any assets, income, earnings, profits, and proceeds
thereof, funds, or payments which are not readily identifiable as belonging to
any particular Series, the Trustees shall allocate them among any one or more of
the Series established and designated from time to time in such manner and on
such basis as they, in their sole discretion, deem fair and equitable. Each such
allocation by the Trustees shall be conclusive and binding upon the Shareholders
of all Series for all purposes. Separate and distinct records shall be
maintained by the Trustees for each such series and the assets associated with
any such series shall be held and accounted for separately from the other assets
of the Trust, or any other series thereof.
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Section V.4.2. Series Liabilities and Expenses. The assets belonging to
each particular Series shall be charged with the liabilities of the Trust in
respect of that Series and all expenses, costs, charges and reserves
attributable to that Series, and any general liabilities, expenses, costs,
charges or reserves of the Trust which are not readily identifiable as belonging
to any particular Series shall be allocated and charged by the Trustees to and
among any one or more of the Series in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. Each such allocation
by the Trustees shall be conclusive and binding upon the Shareholders of all
Series for all purposes. Without limitation of the foregoing, the liabilities
existing with respect to a particular Series shall be enforceable against the
assets of such Series only and not against the assets of the Trust generally.
Any person extending credit to, contracting with or otherwise having any claim
against any Series may look only to the assets of that Series to satisfy any
such obligation or claim. No Shareholder or former Shareholder of any Series
shall have any claim on or any right to any assets allocated to or belonging to
any other Series. Notice of this limitation on Series liabilities may, in the
Trustees' sole discretion, be set forth in the certificate of trust of the Trust
(whether originally or by amendment) as filed or to be filed in the Office of
the Secretary of State of the State of Delaware pursuant to the Delaware Act,
and upon the giving of such notice in the certificate of trust, the statutory
provisions of Section 3804 of the Delaware Act relating to limitations on Series
liabilities (and the statutory effect under Section 3804 of setting forth such
notice in the certificate of trust) shall become applicable to the Trust and
each Series.
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Section V.4.3. Termination of a Series. Any Series may be terminated by
the affirmative vote of at least a majority of the Shares of such Series
outstanding or, when authorized by a Series Majority Shareholder Vote, by an
instrument in writing signed by a majority of the Trustees. Upon the termination
of a Series, the Series shall carry on no business except for the purpose of
winding up its affairs, and the Trustees shall proceed to wind up the affairs of
the Series, having with respect to such Series all powers contemplated by
Section VIII.1 of this Declaration in the event of the termination of the Trust.
At any time that there are no Shares outstanding of any particular
Series previously established, the Trustees may, by an instrument executed by a
majority of their number, abolish the Series.
Section V.5. Rights of Shareholders. Shares shall be deemed to be
personal property giving only the rights provided in this Declaration. 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 right to conduct any business hereinbefore described are vested
exclusively in the Trustees, and the Shareholders shall have no interest therein
other than the beneficial interest conferred by their Shares, and they shall
have no right to call for any partition or division of any property, profits,
rights or interests of the Trust or any Series thereof nor can they be called
upon to share or assume any losses of the Trust or any Series thereof or suffer
an assessment of any kind by virtue of their ownership of Shares. The death of a
Shareholder during the continuance of the Trust shall not operate to terminate
the Trust or any Series thereof nor to entitle the legal representative of such
shareholder to an accounting or to take any action in any court or otherwise
against other Shareholders or the Trustees or the Trust Property, but only to
the rights of such Shareholder hereunder. The Shares shall not entitle the
holder to preference, preemptive, appraisal, conversion or exchange rights.
25
Section ▇.▇.▇▇▇▇▇ Only. The Trust shall be a Delaware business trust
organized under the Delaware Act. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners or members of a joint stock
association.
Section V.7. Issuance of Shares.
Section V.7.1. General. The Trustees may from time to time without vote
of the Shareholders issue and sell or cause to be issued and sold Shares of any
Series, except that only Shares previously contracted to be sold may be issued
during any period when the right of redemption is suspended pursuant to the
provisions of Section VI.6 hereof. All such Shares, when issued in accordance
with the terms of this Section V.7, shall be fully paid and nonassessable.
Section V.7.2. Price. No Shares of any Series shall be issued or sold
by the Trustees for less than an amount which would result in proceeds to the
Trust, before taxes and other expenses payable by the Trust in connection with
such transaction, of at least the net asset value per share of Shares of such
Series determined as set forth in Article VII hereof as of the time specified in
the prospectus of the Trust at the time in effect.
26
Section V.7.3. On Merger or Consolidation. In connection with the
acquisition of assets (including the acquisition of assets subject to, and in
connection with the assumption of, liabilities), businesses or stock of another
Person, the Trustees may issue or cause to be issued Shares of any Series and
accept in payment therefor, in lieu of cash, such assets or businesses at their
market value (as determined by the Trustees) or such stock at the market value
(as determined by the Trustees) of the assets held by such other Person, either
with or without adjustment for contingent costs or liabilities, provided that
the funds of the Trust are permitted by law to be invested in such assets,
businesses or stock.
Section V.7.4. Fractional Shares. The Trustees may issue and sell
fractions of Shares of any Series, to three decimal places, having pro rata all
the rights of full Shares of such Series, including, without limitation, the
right to vote and to receive dividends and distributions.
Section V.8. Register of Shares. A register shall be kept at the
principal office of the Trust or an office of the transfer agent of the Trust
which shall contain the names and addresses of the Shareholders of each Series,
the number of Shares of each such Series held by them respectively, a record of
all transfers thereof and any other information required by the Code, United
States Treasury Regulations or any other taxing authority with respect to
regulated investment companies. Such register shall be conclusive as to who are
the holders of the Shares and who shall be entitled to receive dividends or
distributions or otherwise to exercise or enjoy the rights of Shareholders of
each Series. No Shareholder shall be entitled to receive payment of any dividend
or distribution, nor to have notice given to him as herein or in the By-Laws
provided, until he has given his address to the transfer agent or such other
officer or agent of the Trust as shall keep the said register for entry thereon.
Section V.9. Share Certificates. No certificates certifying ownership
of Shares shall be issued except as the Trustees may otherwise determine from
time to time.
27
Section V.10. Transfer of Shares. Shares of any Series shall be
transferable on the records of the Trust upon delivery to the Trust or its
transfer agent or agents of appropriate evidence of assignment, transfer,
succession or authority to transfer accompanied by any certificate or
certificates representing such Shares previously issued to the transferor. Upon
such delivery the transfer shall be recorded on the register of the appropriate
Series. Until such record is made, the Trustees, the transfer agent, and the
officers, employees and agents of the Trust or any Series shall not be entitled
or required to treat the assignee or transferee of any Share as the absolute
owner thereof for any purpose, and accordingly shall not be bound to recognize
any legal, equitable or other claim or interest in such Share on the part of any
Person, other than the holder of record, whether or not any of them shall have
express or other notice of such claim or interest.
Section V.11. Voting Powers. The Shareholders shall have power to vote
only: (a) for the election of Trustees as provided in Section II.4 hereof; (b)
with respect to any investment advisory or management contract entered into
pursuant to Section III.2 hereof; (c) with respect to the removal of Trustees
pursuant to Section V.16 hereof; (d) with respect to any termination of the
Trust, as provided in Section VIII.1 hereof; (e) with respect to any amendment
of this Declaration to the extent and as provided in Section VIII.2 hereof; and
(f) with respect to such additional matters relating to the Trust as may be
required by this Declaration or the By-Laws or by reason of the registration of
the Trust or the Shares with the Commission or any State or by any applicable
law or any regulation or order of the Commission or any State or as the Trustees
may consider necessary or desirable. On any matter submitted to a vote of
Shareholders, all Shares issued and outstanding shall, subject to applicable
law, be voted as a single class in the aggregate and not by Series, except with
respect to: (i) any matter determined by the Trustees to affect the Shareholders
of any particular Series in a material respect different from the Shareholders
of other Series; and (ii) such matters as may be otherwise required by this
Declaration or by the By-Laws or by reason of the registration of the Trust or
the Shares of such Series with the Commission or any State or by any applicable
law (including the ▇▇▇▇ ▇▇▇) or any regulation or order of the Commission or any
State or as the Trustees may consider necessary or desirable. With respect to
such matters, the Shareholders of each affected Series shall have the power to
28
vote as a separate Series or as a class of separate Series, as determined by the
Trustees, and, if so determined by the Trustees, the other shareholders shall
not be entitled to vote. Each whole Share shall be entitled to one vote as to
any matter on which Shareholders are 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. Until Shares are issued, the Trustees may exercise all rights of
Shareholders (including, without limitation, the right to amend this
Declaration) and may take any action required by law, the By-Laws or this
Declaration to be taken by Shareholders. The By-Laws may include further
provisions for Shareholders' votes and related matters.
Section V.12. Meetings of Shareholders. Meetings of the Shareholders
may be called at any time by the Chairman of the Board, the President or any
Vice President of the Trust, or by a majority of the Trustees for the purpose of
taking action upon any matter requiring the vote or authority of the
Shareholders as herein provided or upon any other matters deemed to be necessary
or desirable. Without limiting the provisions of Section V.14 hereof, a special
meeting of Shareholders may also be called at any time upon the written request
of a holder or the holders of not less than 25% of all of the Shares entitled to
be voted at such meeting, provided that the Shareholder or Shareholders
requesting such meeting shall have paid to the Trust the reasonably estimated
cost of preparing and mailing the notice thereof, which the Secretary shall
determine and specify to such Shareholder or Shareholders.
29
Section V.13. Action Without a Meeting. Any action which may be taken
by Shareholders may be taken without a meeting if such proportion of
Shareholders as is required to vote for approval of the matter by law, this
Declaration or the By-Laws consents to the action in writing and the written
consents are filed with the records of Shareholders' meetings. Such consents
shall be treated for all purposes as a vote taken at a Shareholders' meeting.
Section V.14. Quorum and Required Vote. One-third (33 1/3%) of the
outstanding Shares shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or this
Declaration permits or requires that holders of any series or class shall vote
as a series or class, then one-third percent (33 1/3%) of the aggregate number
of Shares of that series or class entitled to vote shall be necessary to
constitute a quorum for the transaction of business by that series or class. Any
lesser number, however, shall be sufficient for adjournment and any adjourned
session or sessions may be held within 90 days after the date set for the
original meeting without the necessity of further notice. Except when a larger
vote is required by any provision of this Declaration of Trust or the By-Laws of
the Trust and subject to any applicable requirements of law, a majority of the
Shares voted shall decide any question, provided that where any provision of law
or of this Declaration of Trust permits or requires that the holders of any
series or class shall vote as a series or class, then a majority of the Shares
of that series or class voted on the matter shall decide that matter insofar as
that series or class is concerned.
Section V.15. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters.
Section V.16. Removal of Trustees by Shareholders. No Trustee shall
serve as trustee of the Trust after the holders of record of not less than
two-thirds of the outstanding Shares of the Trust have declared that such
Trustee be removed from office either by a declaration in writing filed with the
Secretary of the Trust or by votes cast in person or by proxy at a meeting
called for such purpose. Notwithstanding the provisions of Section V.12 hereof,
the Trustees shall comply at all times with the provisions of the 1940 Act,
including without limitation Section 16(c) thereof or any successor section,
pertaining to the removal of Trustees by Shareholders.
30
Section V.17. Derivative Suits. No action may be brought by a
Shareholder on behalf of the Trust or a Series unless (i) the Shareholders have
requested the Trustees to take such action and the Trustees have failed or
refused to do so for a period of 60 days and (ii) Shareholders owning not less
than fifty percent (50%) of the then outstanding Shares of the Trust or such
Series join in the bringing of such action.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
Section VI.1. Redemption of Shares. The Trustees shall redeem Shares of
any Series, subject to the conditions and at the price determined in accordance
with this Declaration, upon proper application of the record holder thereof at
such office or agency as may be designated from time to time for that purpose by
the Trustees. The Trustees shall have power to determine from time to time the
form and the other accompanying documents which shall be necessary to constitute
a proper application for redemption.
Section VI.2. Price. Shares shall be redeemed for an amount equal to
the net asset value of such Shares next determined pursuant to Article VII
hereof after receipt of a proper application for redemption, less a charge, if
and as fixed by resolution of the Board of Trustees from time to time.
Section VI.3. Payment. Payment for such Shares redeemed shall be made
to the Shareholder of record within 7 days after the date upon which proper
application is received, subject to the Trustees or their designated agent being
satisfied that the purchase price of such Shares has been collected and to the
provisions of Section VI.4 hereof. Such payment shall be made in cash or other
assets of the Trust or both, as the Trustees shall prescribe. For the purposes
of such payment for Shares redeemed, the value of assets delivered shall be
determined as set forth in Article VII hereof as of the same time as of which
the per share net asset value of such Shares is determined.
31
Section VI.4. Effect of Suspension of Right of Redemption. If, pursuant
to Section VI.6 hereof, the Trustees shall declare a suspension of the right of
redemption, the rights of Shareholders (including those who shall have applied
for redemption pursuant to Section 6.1 hereof but who shall not yet have
received payment) to have Shares redeemed and paid for by the Trust shall be
suspended until the time specified in Section VI.6. Any record holder who shall
have his redemption right so suspended may, during the period of such
suspension, by appropriate written notice of revocation at the office or agency
where application was made, revoke any application for redemption not honored.
The redemption price of Shares for which redemption applications have not been
revoked shall not exceed the net asset value of such Shares next determined as
set forth in Article VII hereof after the termination of such suspension, and
payment shall be made within 7 days after the date upon which the application
was made plus the period after such application during which the determination
of net asset value was suspended.
Section VI.5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof, or an agent designated by such
owner, at a price not exceeding the net asset value per share determined as set
forth in Article VII hereof as of the time specified in the prospectus of the
Trust at the time in effect.
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Section VI.6. Suspension of Right of Redemption. The Trustees may
declare a suspension of the right of redemption or postpone the date of payment
or redemption as permitted by the 1940 Act and regulations and orders from time
to time in effect thereunder. Such suspension shall take effect at such time as
the Trustees shall specify, which shall not be later than the close of business
on the business day next following the declaration, and thereafter there shall
be no determination of net asset value until the Trustees shall declare the
suspension at an end, except that the suspension shall terminate in any event on
the first day on which (i) the condition giving rise to the suspension shall
have ceased to exist and (ii) no other condition exists under which suspension
is authorized under this Section 6.6. Each declaration by the Trustees pursuant
to this shall be consistent with such applicable rules and regulations, if any,
relating to the subject matter thereof as shall have been promulgated by the
Commission or any other governmental body having jurisdiction over the Trust and
as shall be in effect at the time. To the extent not inconsistent with such
rules and regulations, the determination of the Trustees shall be conclusive.
Section VI.7. Involuntary Redemption of Shares; Disclosure of Holding.
(a) If the Trustees shall, at any time and in good faith, be of the opinion that
direct or indirect ownership of Shares or other securities of the Trust or any
Series thereof has or may become concentrated in any Person to an extent which
would disqualify the Trust or any Series thereof as a regulated investment
company under the Code or would cause the Trust or any Series thereof to be
treated as a personal holding company under the Code, then the Trustees shall
have the power by lot or other means deemed equitable by them
(i) to call for redemption a number, or principal amount, of Shares
sufficient in the opinion of the Trustees to (A) maintain or bring the
direct or indirect ownership of Shares into conformity with the
requirements for such qualification or (B) avoid or to continue to avoid
the treatment of the Trust or any Series thereof as a personal holding
company under the Code, and
(ii) to refuse to transfer or issue Shares to any Person whose
acquisition of the Shares in question would in the opinion of the Trustees
result in such disqualification or treatment.
33
Any redemption pursuant to this Section VI.7(a) shall be effected at a
redemption price determined in accordance with Section VI.2 hereof.
(b) The holders of Shares of the Trust or any Series thereof shall,
upon request, disclose to the Trustees in writing such information with
respect to direct and indirect ownership of Shares of the Trust or any
Series thereof as the Trustees deem necessary to comply with the provisions
of the Code, United States Treasury Regulations, or with the requirements
of any other taxing authority.
(c) The Trustees shall have the power to redeem Shares of any series
in any Shareholder's account at a redemption price determined in accordance
with Section VI.2 hereof if at any time the total number of Shares of such
Series held in such account is fewer than an established minimum selected
by the Trustees, in which event the Shareholder shall be notified that the
number of Shares in the account is fewer than the minimum and shall be
allowed a period, fixed by the Trustees, in which to avoid such redemption
by increasing the account to at least the established minimum.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE;
DISTRIBUTIONS
Section VII.1. By Whom Determined. The Trustees shall have the power
and duty to determine from time to time the net asset value per share of the
Shares of each Series. They may appoint one or more Persons to assist them in
the determination of the value of securities in the portfolio of each Series and
to make the actual calculations pursuant to their directions. Any determination
made pursuant to this Article VII shall be binding on all parties concerned.
34
Section VII.2. When Determined. The net asset value shall be determined
at such times as the Trustees shall prescribe in accordance with the applicable
provisions of the 1940 Act and regulations and orders from time to time in
effect thereunder. The Trustees may suspend the daily determination of net asset
value to the extent permitted by the 1940 Act or the regulations and orders from
time to time in effect thereunder.
Section VII.3. Computation of Per Share Net Asset Value.
Section VII.3.1. Net Asset Value Per Share. The net asset value of each
Share of each Series as of any particular time shall be the quotient obtained by
dividing the value of the net assets of such Series (determined in accordance
with Section VII.3.2.) by the total number of outstanding Shares of that Series.
If any Series is divided into classes, the net asset value of Shares of
each class of such Series may be otherwise determined in any manner, to the
extent permitted by applicable law, determined by the Trustees and disclosed in
a prospectus relating to such class.
Section VII.3.2. Value of the Net Assets of a Series. The value of the
net assets of any Series as of any particular time shall be the value of that
Series' assets less its liabilities, determined and computed as follows:
35
(1) Assets. The assets of any Series shall be deemed to include the
following assets relating to that Series: (A) all cash on hand or on
deposit, including any interest accrued thereon, (B) all bills and demand
notes and accounts receivable, (C) all securities owned or contracted for
by the Trustees, (D) all stock and cash dividends and cash distributions
payable to but not yet received by the Trustees (when the valuation of the
underlying security is being determined ex-dividend), (E) all interest
accrued on any interest-bearing securities owned by the Trustees (except
accrued interest included in the valuation of the underlying security) and
(F) all other property of every kind and nature, including prepaid
expenses, but not any insurance policy of the kind referred to in Section
II.1 (1) (ii) until such time as any amount payable thereunder becomes due
and payable to the Trust.
(2) Valuation of Assets. Determination of the value of such assets
shall be made, with respect to securities for which market quotations are
readily available, at the market value of such securities; and with respect
to other securities and assets, at the fair value as determined in good
faith by the Trustees.
(3) Liabilities. The liabilities of any Series shall not be deemed to
include any Shares of that Series and surplus, but they shall be deemed to
include the following liabilities relating to that Series: (A) all bills
and accounts payable, (B) all administrative expenses accrued and unpaid,
(C) all contractual obligations for the payment of money or property,
including the amount of any declared but unpaid dividends upon Shares of
that Series and the amount of all income accrued to the account of but not
paid to Shareholders of that Series, (D) all reserves established in
accordance with generally accepted accounting principles, for taxes or
contingencies and (E) all other liabilities of whatsoever kind and nature
except any liabilities represented by Shares of that Series and surplus.
The Board of Trustees is empowered, in its discretion, to establish other
methods for determining net asset value whenever such other methods are deemed
by it to be necessary or desirable, including, but without limiting the
generality of the foregoing, any method deemed necessary or desirable in order
to enable the Trust to comply with any provision of the Investment Company Act
of 1940 or any rule or regulation thereunder.
36
Section VII.4. Interim Determinations. Any determination of net asset
value other than as of the close of trading on the New York Stock Exchange may
be made either by appraisal or by calculation or estimate. Any such calculation
or estimate shall be based on changes in the market value of representative or
selected securities or on changes in recognized market averages since the last
closing appraisal and made in a manner which in the opinion of the Trustees will
fairly reflect the changes in the net asset value.
Section VII.5. Outstanding Shares. For the purposes of this Article
VII, outstanding Shares of any Series shall mean those Shares shown from time to
time on the books of such Series or the transfer agent of the Trust as then
issued and outstanding, adjusted as follows:
(a) Shares sold shall be deemed to be outstanding Shares from the time
as of which the Trust has agreed to such sale and the sale price in
currency has been determined.
(b) Shares distributed pursuant to Section VII.6 shall be deemed to be
outstanding as of the time that Shareholders who shall receive the
distribution are determined.
(c) Shares for which a proper application for redemption has been made
or which are subject to repurchase by the Trustees shall be deemed to be
outstanding Shares up to and including the time as of which the redemption
or repurchase price is determined. After such time, they shall be deemed to
be no longer outstanding Shares and the redemption or repurchase price
until paid shall be deemed to be a liability of the Trust.
Section VII.6. Distributions to Shareholders. Without limiting the
powers of the Trustees under Subsection (f) of Section II.1 of Article II
hereof, the Trustees may at any time and from time to time, as they may
determine, allocate or distribute to Shareholders of a Series such income and
capital gains of the Series, accrued or realized, as the Trustees may determine,
after providing for actual, accrued or estimated expenses and liabilities
(including reserves) determined in accordance with generally accepted accounting
practices. The Trustees shall have full discretion to determine which items
37
shall be treated as income and which items as capital and their determination
shall be binding upon the Shareholders. Such distributions shall be made in
cash, property or Shares of the appropriate Series or any combination thereof as
determined by the Trustees. Any such distribution paid in Shares shall be paid
at the net asset value thereof as determined pursuant to this Article VII. The
Trustees may adopt and offer to Shareholders such dividend reinvestment plans,
cash dividend payout plans or related plans as the Trustees shall deem
appropriate. Inasmuch as the computation of net income and gains for Federal
income and excise tax purposes may vary from the computation thereof on the
books of the Trust, the above provisions shall be interpreted to give the
Trustees the power in their discretion to allocate or distribute for any fiscal
year as ordinary dividends and as capital gains distributions, respectively,
additional amounts sufficient to enable the Trust to avoid or reduce liability
for taxes after amended or modified.
ARTICLE VIII
DURATION; DISSOLUTION AND TERMINATION
OF
TRUST; AMENDMENT; MERGERS, ETC.
Section VIII.1. Duration and Termination. (a) Unless dissolved and
terminated as provided herein, the Trust shall continue without limitation of
time. The Trust may be dissolved and terminated by the affirmative vote of at
least a majority of the Shares outstanding or by the Trustees. Upon the
termination of the Trust,
(i) The Trust shall carry on no business except for the purpose of
winding up its affairs.
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(ii) The Trustees shall proceed to wind up the affairs of the Trust
and all of the powers of the Trustees under this Declaration shall continue
until the affairs of the Trust shall have been wound up, including the
power to fulfill or discharge the contracts of the Trust, collect its
assets, sell, convey, assign, exchange, transfer or otherwise dispose of
all or any part of the remaining Trust Property to one or more persons at
public or private sale for consideration which may consist in whole or in
part of cash, securities or other property of any kind, discharge or pay
its liabilities, and do all other acts appropriate to liquidate its
business, provided that any sale, conveyance, assignment, exchange,
transfer or other disposition of all or substantially all the Trust
Property that requires Shareholder approval under Section 8.3 hereof shall
receive the approval so required.
(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Trust Property, in cash or in kind or partly each,
among the Shareholders according to their respective rights.
(b) After termination of the Trust and distribution to the Shareholders
as herein provided, the Trustees shall provide for the making of all filings and
applications required by law, and shall execute and lodge among the records of
the Trust an instrument in writing setting forth the fact of such termination.
Thereupon, the Trustees shall be discharged from all further liabilities and
duties hereunder, and the rights and interests of all Shareholders shall
thereupon cease.
Section VIII.2. Amendment Procedure. (a) Except as specifically
provided herein, the Trustees may, without Shareholder vote, amend this
Declaration by an instrument in writing or an amended and restated Declaration
signed by a majority of the Trustees. Such an amendment shall be authorized by a
Majority Shareholder Vote, or subject to the provisions of Section V.11, a
Series Majority Shareholder Vote, if it would limit the right of Shareholders to
39
vote under Section V.11 or amend this Section VIII.2 or if Shareholder
authorization is required by the 1940 Act. Notwithstanding anything else herein,
no amendment to this Declaration shall (i) limit the rights of indemnification
provided in Article IV hereof with respect to actions or omissions of Persons
covered thereby prior to such amendment, (ii) impair the exemption from personal
liability of the Shareholders, Trustees, officers, employees and agents of the
Trust or any Series thereof or (ii) permit assessments upon Shareholders.
(b) An instrument in writing setting forth the amendment or an amended
and restated Declaration, executed by a majority of the Trustees, shall be
conclusive evidence of such amendment when lodged among the records of the
Trust. Subject to the foregoing, any such amendment shall be effective as
provided in the instrument containing the terms of such amendment or, if there
is no provision therein with respect to effectiveness, upon the execution of
such instrument by a majority of the Trustees (or by an officer of the Trust
pursuant to a vote of a majority of the Trustees).
Section VIII.3. Merger, Consolidation and Sale of Assets.
Notwithstanding anything else contained herein, the Trustees may, without prior
Shareholder approval, cause the Trust or any successor thereto to merge or
consolidate with or into, or sell and convey all or substantially all of the
assets of the Trust or any Series to one or more trusts, partnerships,
associations or corporations so long as the surviving or resulting or transferee
entity is an open-end management investment company under the 1940 Act, or is a
series thereof, that will succeed to or assume that Trust's registration under
the Act and which is formed, organized or existing under the laws of a state,
40
commonwealth possession or colony of the United States. Any agreement of merger
or consolidation or certificate of merger may be signed by a majority of
Trustees. Pursuant to and in accordance with the provisions of Section 3815 (f)
of the Delaware Act, and notwithstanding anything to the contrary contained in
this Declaration, an agreement of merger or consolidation approved by the
Trustees in accordance with this Section VIII.3 may effect any amendment to the
Declaration or effect the adoption of a new trust instrument of the Trust if it
is the surviving or resulting trust in the merger or consolidation.
Section VIII.4. Incorporation. Notwithstanding anything else contained
herein, the Trustees may, without prior Shareholder approval, (i) cause to be
organized or assist in organizing under the laws of any jurisdiction a
corporation or corporations or any other trust, partnership, association or
other organization to take over all or less than all of the Trust Property or to
carry on any business in which the Trust shall directly or indirectly have any
interest, and may sell, convey and transfer Trust Property to any such
corporation, trust, partnership, association or other organization in exchange
for the shares or securities thereof or otherwise, and may lend money to,
subscribe for the shares or securities of, and enter into any contracts with any
such corporation, trust, partnership, association or other organization, or any
corporation, partnership, trust, association or other organization in which the
Trust holds or is about to acquire shares or any other interest or (ii) cause
the Trust to incorporate under the laws of Delaware.
ARTICLE IX
MISCELLANEOUS
Section IX.1. Registered Agent; Registered Office. The Registered Agent
of the Trust within the State of Delaware for service of process, and the
Registered Office of the Trust within the State of Delaware, shall be
Corporation Service Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other agent or place, respectively, as the Trustees may
designate from time to time by any supplement to this Declaration of Trust.
Section IX.2. Governing Law. The Trust and this Declaration, and the
rights and obligations of the Trustees and Shareholders hereunder, are to be
governed by and construed and administered according to the Delaware Act and the
laws of the State of Delaware; provided, however, that there shall not be
applicable to the Trust, the Trustees or this Declaration (a) the provisions of
Section 3540 of Title 12 of the Delaware Code or (b) any provisions of the laws
(statutory or common) of the State of Delaware (other than the Delaware Act)
pertaining to trusts which relate to or regulate (i) the filing with any court
41
or governmental body or agency of trustee accounts or schedules of trustee fees
and charges, (ii) affirmative requirements to post bonds for trustees, officers,
agents, or employees of a trust, (iii) the necessity for obtaining court or
other governmental approval concerning the acquisition, holding or disposition
of real or personal property, (iv) fees or other sums payable to trustees,
officers, agents or employees of a trust, (v) the allocation of receipts and
expenditures to income or principal, (vi) restrictions or limitations on the
permissible nature, amount or concentration of trust investments or requirements
relating to the titling, storage or other manner of holding of trust assets, or
(vii) the establishment of fiduciary or other standards or responsibilities or
limitations on the acts or powers of trustees, which are inconsistent with the
limitations or liabilities or authorities and powers of the Trustees set forth
or referenced in this Declaration. The Trust shall be of the type commonly
called a "business trust", and without limiting the provisions hereof, the Trust
may exercise all powers which are ordinarily exercised by such a trust under
Delaware law. The Trust specifically reserves the right to exercise any of the
powers or privileges afforded to trusts or actions that may be engaged in by
trusts under the Delaware Act, and the absence of a specific reference herein to
any such power, privilege or action shall not imply that the Trust may not
exercise such power or privilege or take such actions.
42
Section IX.3. Counterparts. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any such original
counterpart.
Section IX.4. Reliance by Third Parties. Any certificate executed by an
officer of the Trust or a Trustee certifying to: (a) the number or identity of
Trustees or Shareholders, (b) the due authorization of the execution of any
instrument or writing, (c) the form of any vote passed at a meeting of Trustees
or Shareholders, (d) the fact that the number of Trustees or Shareholders
present at any meeting or executing any written instrument satisfies the
requirements of this Declaration, (e) the form of any By-Laws adopted by or the
identity of any officers elected by the Trustees or (f) the existence of any
fact or facts which in any manner relate to the affairs of the Trust or any
Series thereof, shall be conclusive evidence as to the matters so certified in
favor of any Person dealing with the Trustees and their successors.
Section IX.5. Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of counsel, that any of such provisions is in
conflict with requirements of the 1940 Act, would be inconsistent with any of
the conditions necessary for qualification of the Trust as a regulated
investment company under the Code or is inconsistent with other applicable laws
and regulations, such provision shall be deemed never to have constituted a part
of this Declaration, provided that such determination shall not affect any of
the remaining provisions of this Declaration or render invalid or improper any
action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.
43
Section IX.6. Use of Name. The Trust is adopting its name through
permission of the firm of Lord, ▇▇▇▇▇▇ & Co., which is entering into a
management or advisory contract with the Trust. Such contract shall make
appropriate provisions that upon the termination of such contract for any cause,
or if such firm, or a subsidiary, affiliate or successor thereof, deems it
advisable to withdraw the right to the use of its name, the Trust will, at the
request of such firm, or of a subsidiary, affiliate or successor thereof
lawfully using the name, take such action as may be necessary to change its name
to eliminate all use of or reference to the words "Lord ▇▇▇▇▇▇" in any form and
will not use the registered service ▇▇▇▇ of Lord, ▇▇▇▇▇▇ & Co. without the
written consent of such firm, subsidiary, affiliate or successor. The Trust
shall also agree in such contract that investment companies other than the Trust
for which such firm or a subsidiary or successor thereof may act as investment
adviser, and other companies affiliated with Lord, ▇▇▇▇▇▇ & Co., may be formed
with the words "Lord ▇▇▇▇▇▇" in their corporate titles. Such agreements on the
part of the Trust are hereby made binding upon it, its Trustees, officers,
shareholders, creditors and all other persons claiming under or through it.
Section IX.7. IX.7. Section Headings; Interpretation. Section headings
in this Declaration are for convenience of reference only, and shall not limit
or otherwise affect the meaning hereof. References in this Declaration to "this
Declaration" shall be deemed to refer to this Declaration as from time to time
amended, and all expressions such as "hereof", "herein" and "hereunder" shall be
deemed to refer to this Declaration as from time to time amended and not
exclusively to the article or section in which such words appear.
44
IN WITNESS WHEREOF, the undersigned have executed this instrument this
13 day of October, 2000.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
STATE OF NEW JERSEY )
)
COUNTY OF ▇▇▇▇▇▇ ) JERSEY CITY, NEW JERSEY
On October , 2000 there personally appeared before me the above-named
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ who severally acknowledged the
foregoing instrument to be their free act and deed.
Before me ▇▇▇▇▇ ▇▇▇▇▇▇
Notary Public