Exhibit 1.1
DECLARATION OF TRUST
PHOENIX MULTI-PORTFOLIO FUND
AGREEMENT AND DECLARATION OF TRUST
OCTOBER 15, 1987
PHOENIX MULTI-PORTFOLIO FUND
AGREEMENT AND DECLARATION OF TRUST
Page
ARTICLE 1 NAME AND DEFINITIONS.................................... 1
Section 1.1 Name.................................................... 1
Section 1.2 Definitions............................................. 1
(a) "Commission"................................... 1
(b) "Declaration of Trust"......................... 1
(c) "1940 Act"..................................... 2
(d) "Shareholder".................................. 2
(e) "Shares"....................................... 2
(f) "Series"....................................... 2
(g) "Trust"........................................ 2
(h) "Trustees"..................................... 2
(i) "Vote of a Majority of the Outstanding
Voting Securities"............................ 2
ARTICLE 2 THE TRUSTEES
Section 2.1 Number, Designation, Election, Term, etc................ 2
(a) Number and Election............................ 2
(b) Term........................................... 3
(c) Resignation and Retirement..................... 3
(d) Removal........................................ 3
(e) Vacancies...................................... 3
(f) Effect of Vacancy.............................. 3
(g) No Accounting.................................. 4
Section 2.2 Powers of Trustees...................................... 4
(a) Investments.................................... 5
(b) Disposition of Assets.......................... 5
(c) Ownership Powers............................... 5
(d) Subscription................................... 5
(e) Form of Holding................................ 5
(f) Reorganization, etc............................ 5
(g) Voting Trusts, etc............................. 5
(h) Compromise..................................... 6
(i) Partnerships, etc.............................. 6
(j) Borrowing and Security......................... 6
(k) Insurance...................................... 6
Section 2.3 Action by Trustees...................................... 6
Section 2.4 Certain Contracts....................................... 6
(a) Advisory....................................... 7
(b) Administration................................. 7
(c) Financial Agency............................... 7
(d) Distribution................................... 7
(e) Custodian...................................... 7
(f) Transfer Agency................................ 7
(g) Dividend Disbursing Agency..................... 8
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(h) Shareholder Servicing.......................... 8
Section 2.5 Certain Conflicts of Interest........................... 8
Section 2.6 Payment of Trust Expenses and Compensation
of Trustees............................................. 9
Section 2.7 Ownership of Assets of the Trust........................ 9
ARTICLE 3 SHARES
Section 3.1 Description of Shares................................... 9
Section 3.2 Establishment and Designation of Series................. 10
(a) Assets Belonging to Series..................... 10
(b) Liabilities Belonging to Series................ 11
(c) Dividends...................................... 11
(d) Liquidation.................................... 12
(e) Voting......................................... 12
(f) Redemption by Shareholder...................... 13
(g) Repurchase..................................... 13
(h) Redemption by Trust............................ 13
(i) Net Asset Value................................ 13
(j) Transfer....................................... 14
(k) Equality....................................... 14
(l) Fractions...................................... 14
(m) Exchange Privilege............................. 15
Section 3.3 Ownership of Shares..................................... 15
Section 3.4 Investments in the Trust................................ 15
Section 3.5 No Preemptive or Appraisal Rights....................... 15
Section 3.6 Status of Shares and Limitation of
Personal Liability...................................... 15
ARTICLE 4 SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 4.1 Voting Powers........................................... 16
Section 4.2 Meetings................................................ 16
Section 4.3 Record Dates............................................ 17
Section 4.4 Quorum and Required Vote................................ 17
Section 4.5 Action by Written Consent............................... 17
Section 4.6 Inspection of Records................................... 18
ARTICLE 5 LIMITATION OF LIABILITY; INDEMNIFICATION
Section 5.1 Trustees, Shareholders, etc. Not
Personally Liable; Notice............................... 18
Section 5.2 Trustee's Good Faith Action; Expert
Advice; No Bond or Surety............................... 18
Section 5.3 Indemnification of Shareholders......................... 19
Section 5.4 Indemnification of Trustees, Officers, etc.............. 19
Section 5.5 Compromise Payment...................................... 20
Section 5.6 Indemnification Not Exclusive, etc...................... 20
Section 5.7 Liability of Third Persons Dealing
with Trustees........................................... 21
ARTICLE 6 MISCELLANEOUS
Section 6.1 Duration and Termination of Trust....................... 21
Section 6.2 Reorganization.......................................... 21
Section 6.3 Amendments.............................................. 22
Section 6.4 Name of Trust........................................... 22
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Section 6.5 Filing of Copies; References; Headings.................. 23
Section 6.6 Applicable Law.......................................... 23
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PHOENIX MULTI-PORTFOLIO FUND
AGREEMENT AND DECLARATION OF TRUST
----------------------------------
AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts this
fifteenth day of October, 1987, by the Trustees hereunder and by the holders of
shares of beneficial interest to be issued hereunder as hereinafter provided.
WITNESSETH
WHEREAS this Trust has been formed to carry on the business of an
investment company; and
WHEREAS this Trust is authorized to issue its shares of beneficial interest
in accordance with the provisions hereinafter set forth; and
WHEREAS the Trustees have agreed to manage all property coming into their
hands as trustees of a Massachusetts business trust in accordance with the
provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all cash,
securities and other assets which they may from time to time acquire in any
manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the benefit of the holders from time to time
of shares of beneficial interest in this Trust as hereinafter set forth.
ARTICLE 1
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NAME AND DEFINITIONS
--------------------
Section 1.1 Name. This Trust shall be known as "Phoenix Multi-Portfolio
Fund" and the Trustees shall conduct the business of the Trust under that name
or such other name as they may from time to time determine.
Section 1.2 Definitions. Whenever used herein, unless otherwise required
by the context or specifically provided:
(a) "Commission" shall have the meaning given it in the 1940 Act;
(b) "Declaration of Trust" shall mean this Agreement and Declaration of
Trust as amended or restated from time to time;
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(c) "1940 Act" refers to the Investment Company Act of 1940 and the Rules
and Regulations thereunder, all as amended from time to time;
(d) "Shareholder" means a record owner of Shares;
(e) "Shares" refers to the transferable units of interest into which
beneficial interest in the Trust or any Series of the Trust (as the
context may require) shall be divided from time to time;
(f) "Series" refers to a series of Shares established and designated under
or in accordance with the provisions of Article 3;
(g) "Trust" refers to the Massachusetts business trust established by this
Declaration of Trust, as amended from time to time;
(h) "Trustees" refers to the Trustees of the Trust named herein or elected
in accordance with the provisions of Article 2;
(i) "Vote of a Majority of the Outstanding Voting Securities" of the Trust
or any Series of the Trust (as the context may require) means the
lesser of (i) 67% of the Shares represented at a meeting at which more
than 50% of the outstanding Shares are represented or (ii) more than
50% of the outstanding Shares.
ARTICLE 2
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THE TRUSTEES
------------
Section 2.1 Number, Designation, Election, Term, etc.
(a) Number and Election. At each meeting of Shareholders called for the
purpose of electing Trustees, the Shareholders shall fix the number of
Trustees, which shall be not less than five (5) or more than twelve
(12) Trustees, to serve for a term of three (3) years or until the
election and qualification of their successors, and shall at such
meeting elect the number of Trustees so fixed. The Trustees serving as
such may increase (to not more than 12) or decrease (to not less than
five) the number of Trustees to a number other than the number
theretofore fixed. No decrease in the number of Trustees shall have
the effect of removing any Trustee from office prior to the expiration
of his term. However, the number of Trustees may be decreased in
conjunction with the removal of a Trustee pursuant to subsection (d)
of this Section 2.1.
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(b) Term. Each Trustee shall serve as a Trustee until the next meeting of
Shareholders called for the purpose of electing Trustees and until the
election and qualification of his successor, or until such Trustee
sooner dies, resigns, retires or is removed.
(c) Resignation and Retirement. Any Trustee may resign his trust or retire
as a Trustee, by written instrument signed by him and delivered to the
remaining Trustees or to any officer of the Trust. Such resignation or
retirement shall take effect upon such delivery or upon such later
date as is specified in such instrument.
(d) Removal. Any Trustee may be removed with or without cause at any time
either by written instrument, signed by at least two-thirds of the
number of Trustees prior to such removal, specifying the date upon
which such removal shall become effective, or by the Shareholders at
any meeting called for the purpose.
(e) Vacancies. Any vacancy resulting from any reason, including without
limitation the death, resignation, retirement, removal or incapacity
of any of the Trustees, or resulting from an increase in the number of
Trustees by the Trustees, may be filled by a majority of the remaining
Trustees through the appointment in writing of a successor Trustee to
hold office until the next meeting of Shareholders called for the
purpose of electing Trustees and until the election and qualification
of his successor, provided that immediately after filling any such
vacancy at least two-thirds (2/3) of the Trustees then holding office
shall have been elected to such office by the Shareholders at a
meeting. Such appointment of a successor Trustee shall be effective
upon the written acceptance of the person named therein to serve as a
Trustee and written agreement by such person to be bound by the
provisions of this Declaration of Trust whereupon the Trust estate
shall vest in the new Trustee, together with the continuing Trustees,
without any further act or conveyance.
(f) Effect of Vacancy. The death, resignation, retirement, removal or
incapacity of the Trustees, or of any one of them, shall not operate
to annul or terminate the Trust or to revoke or terminate any existing
agency or contract created or entered into pursuant to the terms of
this Declaration of Trust. During any vacancy a majority of the
remaining Trustees may exercise any and all of the powers of the
Trustees hereunder. The determination of a vacancy or vacancies in the
number of Trustees by reason of death, resignation or disability when
made by the remaining Trustees and set forth in any
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instrument filling such vacancy or vacancies shall be final and
conclusive for all purposes.
(g) No Accounting. Except to the extent required by the 1940 Act or under
circumstances which would justify his removal for cause, no person
ceasing to be a Trustee as a result of his death, resignation,
retirement, removal or incapacity (nor the estate of any such person)
shall be required to make an accounting to the Shareholders or
remaining Trustees upon such cessation.
Section 2.2 Powers of Trustees. Subject to the provisions of this
Declaration of Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient to carry out
that responsibility. Without limiting the foregoing, the Trustees may adopt
By-Laws not inconsistent with this Declaration of Trust providing for the
conduct of the business and affairs of the Trust and may amend and repeal them
to the extent that such By-Laws do not reserve that right to the Shareholders;
they may, as they consider appropriate, elect and remove officers, appoint and
terminate agents and consultants, and hire and terminate employees, any one or
more of the foregoing of whom may be a Trustee, and may provide for the
compensation of all of the foregoing; they may appoint from their own number,
and terminate, any one or more committees consisting of two or more Trustees,
including without implied limitation an executive committee, which may, when the
Trustees are not in session and subject to the provisions of the 1940 Act,
exercise some or all of the power and authority of the Trustees as the Trustees
may determine; in accordance with Section 2.4 they may retain one or more
advisers, administrators, financial agents and custodians and may authorize any
such custodian to employ sub-custodians or agents and to deposit all or any part
of the Trust's assets in a system or systems for the central handling of
securities and debt instruments, retain one or more transfer, dividend,
accounting or Shareholder servicing agents, provide for the distribution of
Shares by the Trust through one or more distributors, principal underwriters or
otherwise, set record dates or times for the determination of Shareholders or
certain of them with respect to various matters; they may compensate or provide
for the compensation of the Trustees, officers, advisers, administrators,
financial agents, custodians, other agents, consultants and employees of the
Trust or the Trustees on such terms as they deem appropriate; and in general
they may delegate to any officer of the Trust, to any committee of the Trustees
and to any employee, adviser, administrator, distributor, financial agent,
custodian, transfer agent, dividend disbursing agent, or any other agent or
consultant of the Trust such authority, powers, functions and duties as they
consider desirable or appropriate for the conduct of the business and affairs of
the Trust, including without implied limitation the power and authority to act
in the name of the Trust and of the Trustees, to sign documents and to act as
attorney-in-fact for the Trustees.
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Without limiting the foregoing but subject to the fundamental investment
policies of the Trust and to the extent not inconsistent with the 1940 Act or
other applicable law, the Trustees shall have power and authority:
(a) Investments. To invest and reinvest cash and other assets of the
Trust, and to hold cash or other assets of the Trust uninvested
without in any event being bound or limited by any present or future
law or custom in regard to investments by trustees;
(b) Disposition of Assets. To sell, exchange, lend, pledge, mortgage,
hypothecate, write options on and lease any or all of the assets of
the Trust;
(c) Ownership Powers. To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities, debt instruments
or property, and to execute and deliver proxies or powers of attorney
to such person or persons as the Trustees shall deem proper, granting
to such person or persons such power and discretion with relation to
securities, debt instruments or property as the Trustees shall deem
proper;
(d) Subscription. To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of securities or
debt instruments or property;
(e) Form of Holding. Subject to the provisions of Section 2.7, to hold any
security, debt instrument or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in
the name of the Trustees or of the Trust or in the name of a
custodian, subcustodian or other depository or a nominee or nominees
or otherwise;
(f) Reorganization, etc. To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or issuer,
any security or debt instrument or property of which is or was held in
the Trust; to consent to any contract, lease, mortgage, purchase or
sale of property by such corporation or issuer, and to pay calls or
subscriptions with respect to any security or debt instrument held in
the Trust;
(g) Voting Trusts, etc. To join with other holders of any securities or
debt instruments or property in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to
deposit any security or debt instrument with, or transfer any security
or debt instrument to, any such committee, depositary or trustee, and
to delegate to them such power and authority with relation to any
security or
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debt instrument (whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to pay, such
portion of the expenses and compensation of such committee, depositary
or trustee as the Trustees shall deem proper;
(h) Compromise. To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in controversy, including
but not limited to claims for taxes;
(i) Partnerships, etc. To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(j) Borrowing and Security. To borrow funds and to mortgage and pledge the
assets of the Trust or any part thereof to secure obligations arising
in connection with such borrowing; and
(k) Insurance. To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of
the business, including, without limitation, a bond insuring the Trust
against larceny and embezzlement by any Trustee, officer or employee
of the Trust and insurance covering each Trustee, officer and employee
of the Trust with respect to liability for any errors or omissions or
other matters which may be committed or omitted or incurred by any of
them.
Section 2.3 Action by Trustees. Except as otherwise provided by the 1940
Act or other applicable law or this Declaration of Trust, any action to be taken
by the Trustees may be taken by a majority of the Trustees present at a meeting
of Trustees (a quorum, consisting of at least a majority of the Trustees then in
office, being present), within or without Massachusetts, including any meeting
held by means of a conference telephone or other communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time and participation by such means shall constitute presence in
person at a meeting, or by written consents of a majority of the Trustees then
in office.
Section 2.4 Certain Contracts. Subject to compliance with the provisions
of the 1940 Act, but notwithstanding any limitations of present and future law
or custom in regard to delegation of powers by trustees generally, the Trustees
may, at any time and from time to time and without limiting the generality of
their powers and authority otherwise set forth herein, enter into one or more
contracts with any one or more corporations, trusts, associations, partnerships,
limited partnerships, other types of organizations, or individuals ("Contracting
Party") to provide for the performance and assumption of some or all of the
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following services, duties and responsibilities to, for or of the Trust and/or
the Trustees, and to provide for the performance and assumption of such other
services, duties and responsibilities in addition to those set forth below as
the Trustees may determine to be appropriate:
(a) Advisory. Subject to the general supervision of the Trustees and in
conformity with the stated policy of the Trustees with respect to the
investments of the Trust or of the assets belonging to any Series, to
manage such investments and assets, to make investment decisions with
respect thereto, and to place purchase and sale orders for portfolio
transactions relating to such investments and assets;
(b) Administration. Subject to the general supervision of the Trustees and
in conformity with any policies of the Trustees with respect to the
operations of the Trust, to provide all or any part of the
administrative and clerical personnel, office space and office
equipment and services appropriate for the efficient administration
and operation of the Trust;
(c) Financial Agency. Subject to the general supervision of the Trustees
and in conformity with any policies of the Trustees with respect to
the operations of the Trust, to provide financial and accounting
services whether with respect to the Trust's assets, or otherwise,
including but not limited to the preparation and supervision of the
Trust's financial statements and reports, bookkeeping services,
pricing services, periodic reports to Shareholders and others,
supporting schedules in connection with any audit of the Trust's
business or operations, and registration statements, prospectuses and
other documents required to be filed under all applicable Federal and
state laws and to provide any services involved in registering and
maintaining the registration of the Trust and of its Shares with the
Commission and registering or qualifying its Shares under state or
other securities laws or any services involved in preparing reports to
Shareholders;
(d) Distribution. To distribute the Shares of the Trust; to be principal
underwriter of such Shares or to act as agent of the Trust in the sale
of Shares and the acceptance or rejection of orders for the purchase
of Shares;
(e) Custodian. To maintain custody of the property of the Trust and
accounting records in connection therewith;
(f) Transfer Agency. To maintain records of the ownership of outstanding
Shares, the issuance and redemption and the transfer thereof;
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(g) Dividend Disbursing Agency. To disburse any dividends and other
distributions declared by the Trustees and in accordance with the
policies of the Trustees and/or the instructions of any particular
Shareholder to reinvest any such dividends; and
(h) Shareholder Servicing. To provide service with respect to the
relationship of the Trust and its Shareholders, records with respect
to Shareholders and their Shares, and similar matters.
Section 2.5 Certain Conflicts of Interest. The same person may be the
Contracting Party for some or all of the services, duties and responsibilities
to, for and of the Trust and/or the Trustees, and the contracts with respect
thereto may contain such terms interpretive of or in addition to the delineation
of the services, duties and responsibilities provided for, including provisions
that are not inconsistent with the 1940 Act relating to the standard of duty of
and the rights to indemnification of the Contracting Party and others, as the
Trustees may determine.
The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager,
adviser, principal underwriter, distributor or agent of or for any
Contracting Party, or of or for any parent or affiliate of any
Contracting Party, or that the Contracting Party or any parent or
affiliate thereof is a Shareholder or has an interest in the Trust, or
that
(ii) any Contracting Party may have a contract providing for the rendering
of any similar services to one or more other corporations, trusts,
associations, partnerships, limited partnerships or other
organizations, or has other business or interests
shall not affect the validity of any contract for the performance and assumption
of services, duties and responsibilities to, for or of the Trust and/or the
Trustees or disqualify any Shareholder, Trustee or officer of the Trust from
voting upon or executing the same or create any liability or accountability to
the Trust or its Shareholders provided that in the case of any relationship or
interest referred to in the preceding clause (i) on the part of any Trustee or
officer of the Trust either (x) the material facts as to such relationship or
interest have been disclosed to or are known by the Trustees not having any such
relationship or interest and the contract involved is approved in good faith by
a majority of such Trustees not having such relationship or interest (even
though such unrelated or disinterested Trustees are less than a quorum of all
the Trustees), or (y) the material facts as to such relationship or interest and
as to the contract have been
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disclosed to or are known by the Shareholders entitled to vote thereon and the
contract involved is specifically approved in good faith by vote of the
Shareholders, and (z) the specific contract involved is fair to the Trust as of
the time it is authorized, approved or ratified by the Trustees or by the
Shareholders.
Section 2.6 Payment of Trust Expenses and Compensation of Trustees. The
Trustees are authorized to pay or to cause to be paid out of the principal or
income of the Trust, or partly out of principal and partly out of income, and to
charge or allocate the same to, between or among such one or more of the Series
that may be established and designated pursuant to Article 3, as the Trustees
deem fair, all expenses, fees, charges, taxes and liabilities incurred or
arising in connection with the Trust, or in connection with the management
thereof, including, but not limited to, the Trustees' compensation and such
expenses and charges for the services of the Trust's officers, employees,
adviser, administrator, financial agent, distributor, principal underwriter,
auditor, counsel, custodian, transfer agent, dividend disbursing agent,
Shareholder servicing agent, and such other agents, consultants, and independent
contractors and such other expenses and charges, including non-recurring
expenses and other expenses which may be deemed extraordinary expenses, as the
Trustees may deem necessary or proper to incur. Without limiting the generality
of any other provision hereof, the Trustees shall be entitled to reasonable
compensation from the Trust for their services as Trustees and may fix the
amount of such compensation.
Section 2.7 Ownership of Assets of the Trust. Notwithstanding the
provisions of subsection (e) of Section 2.2, title to all of the assets of the
Trust shall at all times be considered as vested in the Trustees as joint
tenants.
ARTICLE 3
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SHARES
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Section 3.1 Description of Shares. The beneficial interest in the Trust
shall be divided into an unlimited number of Shares, with a par value of one
dollar each. The Trustees shall have the authority from time to time to
establish and designate two or more Series of Shares (including without
limitation the Series specifically established and designated in Section 3.2),
as they deem necessary or desirable.
The Trustees may issue Shares of any Series for such consideration and on
such terms as they may determine (or for no consideration if pursuant to a Share
dividend or split), all without action or approval of the Shareholders. All
Shares when so issued on the terms determined by the Trustees shall be fully
paid and non-assessable (but may be subject to mandatory contribution back to
the Trust as provided in subsection (i) of Section 3.2). The Trustees may
classify or reclassify any
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unissued Shares or any Shares previously issued and reacquired of any Series
into one or more Series that may be established and designated from time to
time. The Trustees may hold as treasurey Shares (of the same or some other
Series), reissue for such consideration and on such terms as they may determine,
or cancel, at their discretion from time to time, any Shares of any Series
reacquired by the Trust.
The Trustees may from time to time close the transfer books or establish
record dates and times for the purposes of determining the holders of Shares
entitled to be treated as such, to the extent provided for or referred to in
Section 4.3.
The establishment and designation of any Series of Shares in addition to
the Series established and designated in Section 3.2 shall be effective upon the
execution by a majority of the then Trustees of an instrument setting forth such
establishment and designation and the relative rights and preferences of such
Series, or as otherwise provided in such instrument. At any time that there are
no Shares outstanding of any particular Series previously established and
designated the Trustees may by an instrument executed by a majority of their
number abolish that Series and the establishment and designation thereof.
Any Trustee, officer or other agent of the Trust and any organization in
which any such person is interested may acquire, own, hold and dispose of Shares
of any Series of the Trust to the same extent as if such person were not a
Trustee, officer or other agent of the Trust; and the Trust may issue and sell
or cause to be issued and sold and may purchase Shares of any Series from any
such person or any such organization subject only to the general limitations,
restrictions or other provisions applicable to the sale or purchase of Shares of
such Series generally.
Section 3.2 Establishment and Designation of Series. Without limiting the
authority of the Trustees set forth in Section 3.1 to establish and designate
any further Series, the following Series is hereby established and designated:
"Phoenix Tax-Exempt Bond Portfolio."
Shares of the Series established and designated in this Section 3.2 and any
Shares of any further Series that may from time to time be established and
designated by the Trustees shall (unless the Trustee otherwise determine with
respect to some further Series at the time of establishing and designating the
same) have the following relative rights and preferences:
(a) Assets Belonging to Series. All consideration received by the Trust
for the issue or sale of Shares of a particular Series, together with
all assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments
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derived from any reinvestment of such proceeds in whatever form the
same may be, shall irrevocably belong to that Series for all purposes,
subject only to the rights of creditors, and shall be so recorded upon
the books of account of the Trust. Such consideration, assets, income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds, in
whatever form the same may be, together with any General Items, as
defined herein, allocated to that Series as provided herein, are
herein referred to as "assets belonging to" that Series. In the event
that there are any assets, income, earnings, profits, and proceeds
thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series (collectively "General Items"), the
Trustees shall allocate such General Items to and among any one or
more of the Series established and designated from time to time in
such manner and on such basis as they, in their sole discretion, deem
fair and equitable; and any General Items so allocated to a particular
Series shall belong to that Series. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all
Series for all purposes.
(b) Liabilities Belonging to Series. The assets belonging to each
particular Series shall be charged with the liabilities of the Trust
in respect to that Series and all expenses, costs, charges and
reserves attributable to that Series, and any general liabilities,
expenses, costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular Series shall be
allocated and charged by the Trustees to and among any one or more of
the Series established and designated from time to time in such manner
and on such basis as the Trustees in their sole discretion deem fair
and equitable. The liabilities, expenses, costs, charges and reserves
allocated and so charged to a Series are herein referred to as
"liabilities belonging to" that Series. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the holders of all Series for all
purposes.
The Trustees shall have full discretion, to the extent not
inconsistent with the 1940 Act, to determine which items shall be
treated as income and which items as capital; and each such
determination and allocation shall be conclusive and binding upon the
Shareholders.
(c) Dividends. Dividends and distributions on Shares of a particular
Series may be paid with such frequency as the Trustees may determine,
which may be daily or otherwise
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pursuant to a standing resolution or resolutions adopted only once or
with such frequency as the Trustees may determine, to the holders of
Shares of that Series, from such of the income and capital gains,
accrued or realized, from the assets belonging to that Series as the
Trustees may determine, after providing for actual and accrued
liabilities belonging to that Series. All dividends and distributions
on Shares of a particular Series shall be distributed pro rata to the
holders of that Series in proportion to the number of Shares of that
Series held by such holders at the date and time of record established
for the payment of such dividends or distributions, except that in
connection with any dividend or distribution program or procedure the
Trustees may determine that no dividend or distribution shall be
payable on Shares as to which the Shareholder's purchase order and/or
payment have not been received by the time or times established by the
Trustees under such program or procedure. Such dividends and
distributions may be made in cash or Shares or a combination thereof
as determined by the Trustees or pursuant to any program that the
Trustees may have in effect at the time for the election by each
Shareholder of the mode of the making of such dividend or distribution
to that Shareholder. Any such dividend or distribution paid in Shares
will be paid at the net asset value thereof as determined in
accordance with subsection (i) of this Section 3.2.
(d) Liquidation. In the event of the liquidation or dissolution of the
Trust or redemption of all of the Shares of any Series, the
Shareholders of each Series that has been established and designated
shall be entitled to receive, as a Series, when and as declared by the
Trustees, the excess of the assets belonging to that Series over the
liabilities belonging to that Series. The assets so distributable to
the Shareholders of any Series shall be distributed among such
Shareholders in proportion to the number of Shares of that Series held
by them and recorded on the books of the Trust. The redemption of all
the Shares of any particular Series may be authorized by a vote of a
majority of the Trustees then in office subject to the approval of a
Vote of a Majority of the Outstanding Voting Securities of that
Series.
(e) Voting. On each matter submitted to a vote of the Shareholders, each
holder of a Share shall be entitled to one vote for each Share, and a
proportionate vote for each fractional Share, standing in his name on
the books of the Trust irrespective of the Series thereof and all
Shares of all Series shall vote as a single class ("Single Class
Voting"); provided, however, that as to any matter with respect to
which a separate vote of any Series is required, such requirement as
to a separate
- 13 -
vote by that Series shall apply in lieu of Single Class Voting as
described above and only the holders of Shares of the Series affected
shall be entitled to vote.
(f) Redemption by Shareholder. Each holder of Shares of a particular
Series, upon request to the Trust and compliance with appropriate
transfer requirements, shall be entitled to require the Trust to
redeem all or any part of the Shares of that Series standing in the
name of such holder on the books of Trust at a redemption price equal
to the net asset value per Share of that Series next determined in
accordance with subsection (i) of this Section 3.2 after the receipt
in good order of the request for redemption, less such amount not to
exceed one percent (1%) of such net asset value as the Trustees may
determine.
Notwithstanding the foregoing, the Trust may postpone payment of the
redemption price and may suspend the right of the holders of Shares of
any Series to require the Trust to redeem Shares of that Series during
any period or at any time when and to the extent permissible under the
1940 Act.
(g) Repurchase. The Trust may maintain, or authorize its agent to
maintain, an offer to repurchase its outstanding Shares. During any
period when such an offer is being maintained, each Share for which a
repurchase order is received shall be repurchased at a price equal to
the net asset value per Share next determined in accordance with
subsection (i) of this Section 3.2 after receipt of such repurchase
order less such amount not in excess of 1% of such net asset value as
the Trustees may determine.
(h) Redemption by Trust. Each Share of each Series that has been
established and designated is subject to redemption by the Trust at
the redemption price which would be applicable if such Share was then
being redeemed by the Shareholder pursuant to subsection (f) of this
Section 3.2 at any time if the Trustees determine in their sole
discretion that such redemption is in the best interest of the holders
of the Shares, or any Series thereof, of the Trust, and upon such
redemption the holders of the Shares so redeemed shall have no further
right with respect thereto other than to receive payment of such
redemption price.
(i) Net Asset Value. The net asset value per Share of any Series shall be
the quotient obtained by dividing the value of the net assets of that
Series (being the value of the assets belonging to that Series less
the liabilities belonging to that Series) by the total number of
Shares of that Series outstanding, all
- 14 -
determined in accordance with the methods and procedures established
by the Trustees from time to time.
The Trustees may determine to maintain the net asset value per Share
of any Series that may be established and designated by the Trustees
as a money market fund series at a designated constant dollar amount
and in connection therewith may adopt procedures not inconsistent with
the 1940 Act for the continuing declarations of income and capital
gains attributable to that Series as dividends payable in additional
Shares of that Series at the designated constant dollar amount and for
the handling of any losses attributable to that Series. Such
procedures may provide that in the event of any loss each Shareholder
shall be deemed to have contributed to the capital of the Trust
attributable to that Series his pro rata portion of the total number
of Shares required to be cancelled in order to permit the net asset
value per Share of that Series to be maintained, after reflecting such
loss, at the designated constant dollar amount. Each Shareholder of
the Trust shall be deemed to have agreed, by his investment in any
Series with respect to which the Trustees shall have adopted any such
procedure, to make the contribution referred to in the preceding
sentence in the event of any such loss.
(j) Transfer. All Shares of each particular Series shall be transferable,,
but transfers of Shares of a particular Series will be recorded on the
Share transfer records of the Trust applicable to that Series only at
such times as may be permitted by the Trustees.
(k) Equality. All Shares of each particular Series shall represent an
equal proportionate interest in the assets belonging to that Series
(subject to the liabilities belonging to that Series), and each Share
of any particular Series shall be equal to each other Share of that
Series; but the provisions of this sentence shall not restrict any
distinctions permissible under subsection (c) or subsection (h) of
this Section 3.2 that may exist with respect to Shares of the same
Series. The Trustees may from time to time divide or combine the
Shares of any particular Series into a greater or lesser number of
Shares of that Series without thereby changing the proportionate
beneficial interest in the assets belonging to that Series or in any
way affecting the rights of Shares of any other Series.
(l) Fractions. Any fractional Share of any Series, if any such fractional
Share is outstanding, shall carry proportionately all the rights and
obligations of a whole Share of that Series, including rights with
- 15 -
respect to voting, receipt of dividends and distributions, redemption
of Shares, and liquidation of the Trust.
(m) Exchange Privilege. Subject to compliance with the requirements of the
1940 Act, the Trustees shall have the authority to provide that
holders of Shares of any Series shall have the right to exchange said
Shares for Shares of one or more other Series of Shares in accordance
with such requirements and procedures as may be established by the
Trustees.
Section 3.3 Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust or of a transfer or similar agent for the
Trust, which books shall be maintained separately for the Shares of each Series
that has been established and designated. No certificates certifying the
ownership of Shares need be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such rules as they consider
appropriate for the issuance of Share certificates, the use of facsimile
signatures, the transfer of Shares, and similar matters. The record books of the
Trust as kept by the Trust or any transfer or similar agent, as the case may be,
shall be conclusive as to who are the Shareholders and as to the number of
Shares of each Series held from time to time by each such Shareholder.
Section 3.4 Investments in the Trust. The Trustees may accept investments
in the Trust from such persons and on such terms and for such consideration, not
inconsistent with the provisions of the 1940 Act, as they from time to time
authorize. The Trustees may authorize any distributor, principal underwriter,
transfer agent or other person to accept orders for the purchase of Shares that
conform to such authorized terms and to reject any purchase orders for Shares
whether or not conforming to such authorized terms.
Section 3.5 No Preemptive or Appraisal Rights. Shareholders shall have
no preemptive or other right to subscribe to any additional Shares or other
securities issued by the Trust. Shareholders shall have no appraisal rights
other than as may from time to time be provided by applicable law.
Section 3.6 Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving only the rights provided
in this instument. Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the terms hereof and to
have become a party hereto. The death of a Shareholder during the continuance of
the Trust shall not operate to terminate the Trust nor entitle the
representative of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but only to the
rights of said decedent under this Trust. Ownership of Shares shall not entitle
the
- 16 -
Shareholder to any title in or to the whole or any part of the Trust property or
right to call for a partition or division of the same or for an accounting. The
Trust shall not be deemed or otherwise construed to be a partnership nor shall
the ownership of Shares constitute the Shareholders partners. Neither the Trust
nor the Trustees nor any officer, employee or agent of the Trust shall have any
power to bind personally any Shareholder nor, except as specifically provided
herein, to call upon any Shareholder for the payment of any sum of money or
assessment whatsoever other than such as the Shareholder may at any time
personally agree to pay.
ARTICLE 4
---------
SHAREHOLDERS' VOTING POWERS AND MEETINGS
----------------------------------------
Section 4.1 Voting Powers. The Shareholders shall have power to vote
only (i) for the election or removal of Trustees as provided in Section 2.1,
(ii) with respect to any contract with a Contracting Party as provided in
Section 2.4 as to which Shareholder approval is required by the 1940 Act, (iii)
with respect to any termination or reorganization of the Trust or any Series to
the extent and as provided in Sections 6.1 and 6.2, (iv) with respect to any
amendment of this Declaration of Trust to the extent and as provided in Section
6.3, (v) to the same extent as the stockholders of a Massachusetts business
corporation as to whether or not a court action, proceeding or claim should or
should not be brought or maintained derivatively or as a class action on behalf
of the Trust or the Shareholders, and (vi) with respect to such additional
matters relating to the Trust as may be required by the 1940 Act, this
Declaration of Trust or any registration of the Trust with the Commission or
state regulatory agency, or as the Trustees may consider necessary or desirable.
There shall be no cumulative voting in the election of Trustees. Shares may be
voted in person or by proxy. A proxy with respect to Shares held in the name of
two or more persons shall be valid if executed by any one of them unless at or
prior to exercise of the proxy the Trust receives a specific written notice to
the contrary from any one of them. A proxy purporting to be executed by or on
behalf of a Shareholder shall be deemed valid unless challenged at or prior to
its exercise and the burden of proving invalidity shall rest on the challenger.
At any time when no Shares of a Series are outstanding, the Trustees may with
respect to that Series exercise all rights of Shareholders and may take any
action required by law or this Declaration of Trust to be taken by Shareholders
with respect to that Series.
Section 4.2 Meetings. A special meeting of Shareholders at which Trustees
shall be elected by the Shareholders shall be called by the Trustees within one
year following the initial public offering of Shares of the Trust. Thereafter a
special meeting of the Shareholders for the purpose of electing Trustees shall
be called by the Trustees every third year. Any such
- 17 -
special meeting shall be held on such day during the Trust's fiscal year and at
such time as shall be designated by the Trustees and stated in the notice of the
meeting. Special meetings may also be called by the Trustees from time to time
for the purpose of taking action upon any matter requiring the vote or authority
of the Shareholders as herein provided or upon any other matter deemed by the
Trustees to be necessary or desirable. Written notice of any meeting of
Shareholders shall be given or caused to be given by the Trustees by mailing
such notice at least ten days before such meeting, postage prepaid, stating the
time, place and purpose of the meeting, to each Shareholder at the Shareholder's
address as it appears on the records of the Trust. If the Trustees shall fail to
call or give notice of any meeting of Shareholders for a period of 60 days after
written application by Shareholders holding at least 10% of the Shares then
outstanding requesting a meeting be called for a purpose requiring action by the
Shareholders as provided herein, then Shareholders holding at least 10% of the
Shares then outstanding may call and give notice of such meeting, and thereupon
the meeting shall be held in the manner provided for herein in case of call
thereof by the Trustees.
Section 4.3 Record Dates. For the purpose of determining the Shareholders
who are entitled to vote or act at any meeting or any adjournment thereof, or
who are entitled to participate in any dividend or distribution, or for the
purpose of any other action, the Trustees may from time to time close the
transfer books for such period, not exceeding 30 days (except at or in
connection with the termination of the Trust), as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date and time not more
than 60 days prior to the date of any meeting of Shareholders or other action as
the date and time of record for the determination of Shareholders entitled to
vote at such meeting or any adjournment thereof or to be treated as Shareholders
of record for purposes of such action and no Shareholder becoming such after
that date and time shall be so entitled to vote at such meeting or any
adjournment thereof or to be treated as a Shareholder of record for purposes of
such other action.
Section 4.4 Quorum and Required Vote. A majority of the Shares entitled
to vote shall be a quorum for the transaction of business at a Shareholders'
meeting, but any lesser number shall be sufficient for adjournments. Any
adjourned session or sessions may be held, within a reasonable time after the
date set for the original meeting, without the necessity of further notice. A
majority of the Shares voted, at a meeting at which a quorum is present, shall
decide any questions and a plurality shall elect a Trustee, except when a
different vote is provided for by any provision of the 1940 Act or other
applicable law or by this Declaration of Trust.
Section 4.5 Action by Written Consent. Subject to the provisions of the
1940 Act and other applicable law, any action taken by Shareholders of the Trust
or of any Series may be taken
- 18 -
without a meeting if a majority of Shareholders entitled to vote on the matter
(or such larger proportion thereof as shall be required by the 1940 Act or by
any express provision of this Declaration of Trust) consent to the action in
writing and such written consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as a vote taken at
a meeting of Shareholders.
Section 4.6 Inspection of Records. The records of the Trust shall be open
to inspection by Shareholders to the extent permitted by the Trustees.
ARTICLE 5
---------
LIMITATION OF LIABILITY; INDEMNIFICATION
----------------------------------------
Section 5.1 Trustees, Shareholders, etc. Not Personally Liable; Notice.
All persons extending credit to, contracting with or having any claim against
the Trust shall look only to the assets of the Trust 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
furture, shall be personally liable therefor. 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 the Trustees or any of them in
connection with the Trust shall be conclusively deemed to have been executed or
done only by or for the Trust or the Trustees and not personally. Nothing in
this Declaration of Trust shall protect any Trustee or officer against any
liability to the Trust or the Shareholders to which such Trustee or officer
would otherwise be subject by reason of wilful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
office of Trustee or of such officer.
Every note, bond, contract, instrument, certificate or undertaking made or
issued by the Trustees or by any officers or officer shall give notice that this
Declaration of Trust is on file with the Secretary of The Commonwealth of
Massachusetts and shall recite to the effect that the same was executed or made
by or on behalf of the Trust or by them as Trustees or Trustee or as officers or
officer and not individually and that the obligations of such instrument are not
binding upon any of them or the Shareholders individually but are binding only
upon the assets and property of the Trust, but the omission thereof shall not
operate to bind any Trustees or Trustee or officers or officer or Shareholders
or Shareholder individually.
Section 5.2 Trustee's Good Faith Action; Expert Advice; No Bond or Surety.
The exercise by the Trustees of their powers and discretions hereunder shall be
binding upon everyone interested. A Trustee shall be liable for his own wilful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
- 19 -
involved in the conduct of the office of Trustee, and for nothing else, and
shall not be liable for errors of judgment or mistakes of fact or law. Subject
to the foregoing, (a) the Trustees shall not be responsible or liable in any
event for any neglect or wrongdoing of any officer, agent, employee, consultant,
adviser, administrator, distributor or principal underwriter, financial agent,
custodian or transfer, dividend disbursing, Shareholder servicing or other agent
of the Trust, nor shall any Trustee be responsible for the act or omission of
any other Trustee; (b) the Trustees may take advice of counsel or other experts
with respect to the meaning and operation of this Declaration of Trust and their
duties as Trustees, and shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice; and (c) in
discharging their duties, the Trustees, when acting in good faith, shall be
entitled to rely upon the books of account of the Trust and upon written reports
made to the Trustees by any officer appointed by them, any independent public
accountant, and (with respect to the subject matter of the contract involved)
any officer, partner or responsible employee of a Contracting Party appointed by
the Trustees pursuant to Section 2.4. The Trustees as such shall not be required
to give any bond or surety or any other security for the performance of their
duties.
Section 5.3 Indemnification of Shareholders. In case any Shareholder or
former Shareholder shall be charged or held to be personally liable for any
obligation or liability of the Trust solely by reason of being or having been a
Shareholder and not because of such Shareholder's acts or omissions or for some
other reason, the Trust (upon proper and timely request by the Shareholder)
shall assume the defense against such charge and satisfy any judgment thereon,
and the Shareholder or former Shareholder (or his heirs, executors,
administrators or other legal representatives or, in the case of a corporation
or other entity, its corporate or other general successor) shall be entitled out
of the assets of the Trust estate to be held harmless from and indemnified
against all loss and expense arising from such charge or liability.
Section 5.4 Indemnification of Trustees, Officers, etc. The Trust shall
indemnify each of its Trustees and officers, may indemnify any of its employees
or agents and shall indemnify any persons who serve at the Trust's request as
directors, officers or trustees, and may indemnify any persons who serve at the
Trust's request as employees or agents, of another organization in which the
Trust has any interest as a shareholder, creditor or otherwise (any such person
being hereinafter referred to as a "Covered Person") against all liabilities,
including but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and expenses, including reasonable
accountants' and counsel fees, incurred by any Covered Person in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, before any court or administrative or legislative body, in
which such Covered Person
- 20 -
may be or may have been involved as a party or otherwise or with which such
Covered Person may be or may have been threatened, while in office or
thereafter, by reason of being or having been such a Trustee, officer, director,
employee or agent, except with respect to any matter as to which such Covered
Person shall have been finally adjudicated in any such action, suit or other
proceeding not to have acted in good faith in the reasonable belief that such
Covered Person's action was in or not opposed to the best interests of the Trust
and except that no Covered Person shall be indemnified against any liability to
the Trust or its Shareholders to which such Covered Person would otherwise be
subject by reason of wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office.
Expenses, including accountants' and counsel fees so incurred by any such
Covered Person (but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), may be paid from time to time by the Trust
in advance of the final disposition of any such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such Covered Person to repay
amounts so paid to the Trust if it is ultimately determined that indemnification
of such expenses is not authorized under this Article 5.
Section 5.5 Compromise Payment. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 5.4,
pursuant to a consent decree or otherwise, no such indemnification either for
said payment or for any other expenses shall be provided unless such
indemnification shall be approved (a) by a majority of the Trustees who are not
parties to the proceeding, or (b) by an independent legal counsel in a written
opinion to the effect that such Covered Person appears to have acted in good
faith in the reasonable belief that his action was in the best interests of the
Trust and that such indemnification would not protect such covered Person
against any liability to the Trust to which such Covered Person would otherwise
be subject by reason of wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office, or (c)
by the Vote of a Majority of the Outstanding Voting Securities of the Trust.
Approval by the Trustees pursuant to clause (a) or by independent legal counsel
pursuant to clause (b) or by the Vote of a Majority of the Outstanding Voting
Securities of the Trust pursuant to clause (c) shall not prevent the recovery
from any Covered Person of any amount paid to such Covered Person in accordance
with any of such clauses as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that such Covered Person's action was in
or not opposed to the best interests of the Trust or to have been liable to the
Trust or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
Covered Person's office.
Section 5.6 Indemnification Not Exclusive, etc. The right of
indemnification provided by this Article 5 shall not be
- 21 -
exclusive of or affect any other rights to which any such Covered Person may be
entitled. As used in this Article 5, "Covered Person" shall include such
person's heirs, executors and administrators. Nothing contained in this Article
shall affect any rights to indemnification to which personnel of the Trust,
other than Trustees and officers, and other persons may be entitled by contract
or otherwise under law, nor the power of the Trust to purchase and maintain
liability insurance on behalf of any such person.
Section 5.7 Liability of Third Persons Dealing with Trustees. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
ARTICLE 6
---------
MISCELLANEOUS
-------------
Section 6.1 Duration and Termination of Trust. Unless terminated as
provided herein, the Trust shall continue without limitation of time. The Trust
may be terminated at any time by a majority of the Trustees then in office
subject to the approval by a Vote of a Majority of the Outstanding Voting
Securities of each Series voting separately by Series.
Upon termination, after paying or otherwise providing for all charges,
taxes, expenses and liabilities, whether due or accrued or anticipated, as may
be determined by the Trustees, the Trust shall in accordance with such
procedures as the Trustees consider appropriate reduce the remaining assets to
distributable form in cash, securities or other property, or any combination
thereof, and distribute the proceeds to the Shareholders, in conformity with the
provisions of subsection (d) of Section 3.2.
Section 6.2 Reorganization. The Trustees may sell, convey and transfer the
assets of the Trust, or the assets belonging to any one or more Series, to
another trust, partnership, association or corporation organized under the laws
of any state of the United States, or to the Trust, to be held as assets
belonging to another Series of the Trust, in exchange for cash, shares or other
securities (including, in the case of a transfer to another Series of the Trust,
Shares of such other Series) with such transfer being made subject to, or with
the assumption by the transferee of, the liabilities belonging to each Series
the assets of which are so transferred; provided, however, that no assets
belonging to any particular Series shall be so transferred unless the terms of
such transfer shall have first been approved at a meeting called for the purpose
by a Vote of a Majority of the Outstanding Voting Securities of that Series.
Following such transfer, the Trustees shall distribute such cash, shares or
other securities (giving due
- 22 -
effect to the assets and liabilities belonging to and any other differences
among the various Series the assets belonging to which have so been transferred)
among the Shareholders of the Series the assets belonging to which have been so
transferred; and if all of the assets of the Trust have been so transferred, the
Trust shall be terminated.
Section 6.3 Amendments. All rights granted to the Shareholders under this
Declaration of Trust are granted subject to the reservation of the right to
amend this Declaration of Trust as herein provided, except that no amendment
shall repeal the limitations on personal liability of any Shareholder or Trustee
or repeal the prohibition of assessment except as herein provided upon the
Shareholders without the express consent of each Shareholder or Trustee
involved. Subject to the foregoing and subject to approval of any amendment
which would adversely affect the rights of holders of Shares of any Series by a
Vote of a Majority of the Outstanding Voting Securities of that Series, the
provisions of this Declaration of Trust (whether or not related to the rights of
Shareholders) may be amended at any time by an instrument in writing signed by a
majority of the then Trustees (or by a Trustee or officer of the Trust pursuant
to the vote of a majority of such Trustees), provided, however, that no
authorization by Shareholder vote shall be required in the case of amendments
(a) establishing and designating any further Series of Shares, as provided in
Section 3.1, or (b) abolishing any Series of Shares of which there are no Shares
outstanding, or (c) having the purpose of changing the name of the Trust or the
name of any Series theretofore established and designated, or of supplying any
omission, curing any ambiguity or curing, correcting or supplementing any
provision hereof which is internally inconsistent with any other provision
hereof or which is defective or inconsistent with the 1940 Act or with the
requirements of the Internal Revenue Code and applicable regulations for the
Trust's obtaining the most favorable treatment thereunder available to regulated
investment companies. Subject to the foregoing, any such amendment shall be
effective as provided in the instrument containing the terms of such amendment
or, if there is no provision therein with respect to effectiveness, upon the
execution of such instrument and of a certificate (which may be a part of such
instrument) executed by a Trustee or officer of the Trust to the effect that
such amendment has been duly adopted.
Section 6.4 Name of Trust. The Trust is adopting its name through
permission of Phoenix Mutual Life Insurance Company which has granted to Phoenix
Investment Counsel, Inc. the right to grant licenses to investment companies
pursuant to which such investment companies will be permitted to use the name
"Phoenix" upon such terms and conditions as are agreed to by Phoenix Mutual Life
Insurance Company. Phoenix Mutual Life Insurance Company has reserved to itself
or any successor to its business the right to grant the nonexclusive right to
use the name "Phoenix" or "Phoenix Mutual" to any other entity. The Trustees
agree to eliminate promptly at the request of Phoenix Investment Counsel, Inc.
all
- 23 -
references to "Phoenix" in the name of this Trust and will cause the business of
this Trust to be conducted thereafter under a name not using the word "Phoenix"
in any form or combination.
Section 6.5 Filing of Copies; References; Headings. The original or a
conformed copy of this Declaration of Trust and of each amendment thereto shall
be kept at the office of the Trust where it may be inspected by any Shareholder.
A copy of this Declaration of Trust and of each amendment thereto shall be filed
by the Trust with the Secretary of The Commonwealth of Massachusetts as well as
with any other governmental office where such filing may from time to time be
required, but the failure to make any such filing shall not impair the
effectiveness of this Declaration of Trust or any such subsequent amendment.
Anyone dealing with the Trust may rely on a certificate by a Trustee or officer
of the Trust as to whether or not any such amendments have been made, as to the
identities of the Trustees and officers, and as to any matters in connection
with Trust hereunder; and, with the same effect as if it were the original, may
rely on a copy certified by an officer of the Trust to be a copy of this
Declaration of Trust or of any such subsequent amendment. In this instrument and
in any such amendment, references to this instrument, and all expressions like
"herein", "hereof" and "hereunder" shall be deemed to refer to this instrument
as a whole as the same may be amended or affected by any such amendments. The
masculine gender shall include the feminine and neuter genders. Headings are
placed herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect of this
instrument. This instrument or any amendment thereto may be executed in any
number of counterparts each of which shall be deemed an original.
Section 6.6 Applicable Law. This Declaration of Trust, made in The
Commonweath of Massachusetts, and the Trust created hereunder, is governed by
the laws of said Commonwealth and is construed and administered according to
said laws. The Trust is of the type referred to in Section 1 of Chapter 182 of
the Massachusetts General Laws and of the type commonly called a Massachusetts
business trust, and, without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust.
IN WITNESS WHEREOF, the undersigned hereunto set their hands and seals in
the City of Boston, Massachusetts for themselves and their assigns, as of the
day and year first above written.
/s/ ▇▇▇▇ ▇▇▇▇
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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