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EXHIBIT a(2)
AGREEMENT AND DECLARATION OF TRUST
OF
AIM EQUITY FUNDS
THIS AGREEMENT AND DECLARATION OF TRUST of AIM Equity Funds, dated December 6,
1999, is among ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as Trustees, and each
person who becomes a Shareholder in accordance with the terms hereinafter set
forth.
NOW, THEREFORE, the Trustees do hereby declare that all money and property
contributed to the trust hereunder shall be held and managed in trust under this
Agreement for the benefit of the Shareholders as herein set forth below.
ARTICLE I
NAME, DEFINITIONS, PURPOSE AND CERTIFICATE OF TRUST
SECTION 1.1. Name. The name of the business trust established hereby is AIM
Equity Funds, and the Trustees may transact the Trust's affairs in that name.
The Trust shall constitute a Delaware business trust in accordance with the
Delaware Act.
SECTION 1.2. Definitions. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a) "Affiliated Person," "Company," "Person," and "Principal
Underwriter" shall have the meanings given them in the 1940 Act, as
modified by or interpreted by any applicable order or orders of the
Commission or any rules or regulations adopted or interpretive releases of
the Commission thereunder. The term "Commission" shall have the meaning
given it in the 1940 Act;
(b) "Agreement" means this Agreement and Declaration of Trust, as it may
be amended from time to time;
(c) "allocable" has the meaning specified in Section 2.5(d);
(d) "allocated" has the meaning specified in Section 2.5(d);
(e) "Bylaws" means the Bylaws referred to in Section 4.1(e), as from
time to time amended;
(f) "Class" means a portion of Shares of a Portfolio of the Trust
established in accordance with the provisions of Section 2.3(b);
(g) "Class Expenses" means expenses incurred by a particular Class in
connection with a shareholder services arrangement or a distribution plan
that is specific to such Class or any other differing share of expenses or
differing fees, in each case pursuant to or to the extent permitted by Rule
18f-3 under the 1940 Act.
(h) "Covered Persons" means a person who is or was a Trustee, officer,
employee or agent of the Trust, or is or was serving at the request of the
Trustees as a director, trustee, partner, officer, employee or agent of a
corporation, trust, partnership, joint venture or other enterprise.
(i) The "Delaware Act" refers to the Delaware Business Trust Act, 12
Del. C. sec. 3801 et seq., as such Act may be amended from time to time;
(j) "Governing Instrument" means collectively this Agreement, the
Bylaws, all amendments to this Agreement and the Bylaws and every
resolution of the Trustees or any committee of the Trustees that by its
terms is incorporated by reference into this Agreement or stated to
constitute part of the Trust's Governing Instrument or that is incorporated
herein by Section 2.3 of this Agreement;
(k) "Majority Shareholder Vote" means "the vote of a majority of the
outstanding voting securities" (as defined in the ▇▇▇▇ ▇▇▇) of the Trust,
Portfolio, or Class, as applicable;
(l) "Majority Trustee Vote" means the vote of a majority of the
Trustees.
(m) "New Class A Shares" has the meaning specified in Section 2.6(c);
(n) "New Class B Shares" has the meaning specified in Section 2.6(c);
(o) The "1940 Act" means the Investment Company Act of 1940, as amended
from time to time;
(p) "Outstanding Shares" means Shares shown on the books of the Trust or
its transfer agent as then issued and outstanding, and includes Shares of
one Portfolio that the Trust has purchased on behalf of another Portfolio,
but excludes Shares of a Portfolio that the Trust has redeemed or
repurchased;
(q) "Portfolio" means a series of Shares of the Trust established in
accordance with the provisions of Section 2.3(a);
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(r) "Proportionate Interest" has the meaning specified in Section
2.5(d);
(s) "Purchasing Portfolio" has the meaning specified in Section 2.10;
(t) "Schedule A" has the meaning specified in Section 2.3(a);
(u) "Selling Portfolio" has the meaning specified in Section 2.10;
(v) "Shareholder" means a record owner of Outstanding Shares of the
Trust;
(w) "Shares" means, as to a Portfolio or any Class thereof, the equal
proportionate transferable units of beneficial interest into which the
beneficial interest of such Portfolio of the Trust or such Class thereof
shall be divided and may include fractions of Shares as well as whole
Shares;
(x) The "Trust" means AIM Equity Funds, the Delaware business trust
established hereby, and reference to the Trust, when applicable to one or
more Portfolios, shall refer to each such Portfolio;
(y) The "Trustees" means the Persons who have signed this Agreement as
trustees so long as they shall continue to serve as trustees of the Trust
in accordance with the terms hereof, and all other Persons who may from
time to time be duly appointed as Trustee in accordance with the provisions
of Section 3.4, or elected as Trustee by the Shareholders, and reference
herein to a Trustee or to the Trustees shall refer to such Persons in their
capacity as Trustees hereunder; and
(z) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or any Portfolio, or by the Trustees on behalf of the Trust.
SECTION 1.3. Purpose. The purpose of the Trust is to conduct, operate and
carry on the business of an open-end management investment company registered
under the 1940 Act through one or more Portfolios investing primarily in
securities and to carry on such other business as the Trustees may from time to
time determine pursuant to their authority under this Agreement.
SECTION 1.4. Certificate of Trust. Immediately upon the execution of this
Agreement, the Trustees shall file a Certificate of Trust with respect to the
Trust in the Office of the Secretary of State of the State of Delaware pursuant
to the Delaware Act.
ARTICLE II
BENEFICIAL INTEREST
SECTION 2.1. Shares of Beneficial Interest. The beneficial interest in the
Trust shall be divided into an unlimited number of Shares, with par value of
$0.001 per Share. The Trustees may, from time to time, (a) authorize the
division of the Shares into one or more series, each of which constitutes a
Portfolio, and (b) may further authorize the division of the Shares of any
Portfolio into one or more separate and distinct Classes. All Shares issued
hereunder, including without limitation, Shares issued in connection with a
dividend or other distribution in Shares or a split or reverse split of Shares,
shall be fully paid and nonassessable.
SECTION 2.2. Issuance of Shares. The Trustees in their discretion may, from
time to time, without vote of the Shareholders, issue Shares, in addition to the
then issued and Outstanding Shares, to such party or parties and for such amount
and type of consideration, subject to applicable law, including cash or
securities, at such time or times and on such terms as the Trustees may deem
appropriate, and may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with, the assumption of
liabilities) and businesses. In connection with any issuance of Shares, the
Trustees may issue fractional Shares. 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. Contributions to the Trust
may be accepted for, and Shares shall be redeemed as, whole Shares and/or
1/1,000th of a Share or integral multiples thereof.
SECTION 2.3. Establishment of Portfolios and Classes.
(a) The Trust shall consist of one or more separate and distinct
Portfolios, each with an unlimited number of Shares unless otherwise
specified. The Trustees hereby establish and designate the Portfolios
listed on Schedule A attached hereto and made a part hereof ("Schedule A").
Each additional Portfolio shall be established by the adoption of a
resolution by the Trustees. Each such resolution is hereby incorporated
herein by this reference and made a part of the Trust's Governing
Instrument whether or not expressly stated in such resolution, and shall be
effective upon the occurrence of both (i) the date stated therein (or, if
no such date is stated, upon the date of such adoption) and (ii) the
execution of an amendment either to this Agreement or to Schedule A hereto
establishing and designating such additional Portfolio or Portfolios. The
Shares of each Portfolio shall have the relative rights and preferences
provided for herein and such rights and preferences as may be designated by
the Trustees in any amendment or modification to the Trust's Governing
Instrument. The Trust shall maintain separate and distinct records of each
Portfolio and shall
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hold and account for the assets belonging thereto separately from the other
Trust Property and the assets belonging to any other Portfolio. Each Share
of a Portfolio shall represent an equal beneficial interest in the net
assets belonging to that Portfolio, except to the extent of Class Expenses
and other expenses separately allocated to Classes thereof (if any Classes
have been established) as permitted herein.
(b) The Trustees may establish one or more Classes of Shares of any
Portfolio, each with an unlimited number of Shares unless otherwise
specified. Each Class so established and designated shall represent a
Proportionate Interest (as defined in Section 2.5(d)) in the net assets
belonging to that Portfolio and shall have identical voting, dividend,
liquidation, and other rights and be subject to the same terms and
conditions, except that (1) Class Expenses allocated to a Class for which
such expenses were incurred shall be borne solely by that Class, (2) other
expenses, costs, charges, and reserves allocated to a Class in accordance
with Section 2.5(e) may be borne solely by that Class, (3) dividends
declared and payable to a Class pursuant to Section 7.1 shall reflect the
items separately allocated thereto pursuant to the preceding clauses, (4)
each Class may have separate rights to convert to another Class, exchange
rights, and similar rights, each as determined by the Trustees, and (5)
subject to Section 2.6(c), each Class may have exclusive voting rights with
respect to matters affecting only that Class. The Trustees hereby establish
for each Portfolio listed on Schedule A the Classes listed thereon. Each
additional Class for any or all Portfolios shall be established by the
adoption of a resolution by the Trustees, each of which is hereby
incorporated herein by this reference and made a Governing Instrument
whether or not expressly stated in such resolution, and shall be effective
upon the occurrence of both (i) the date stated therein (or, if no such
date is stated, upon the date of such adoption) and (ii) the execution of
an amendment to this Agreement establishing and designating such additional
Class or Classes.
SECTION 2.4. Actions Affecting Portfolios and Classes. Subject to the right of
Shareholders, if any, to vote pursuant to Section 6.1, the Trustees shall have
full power and authority, in their sole discretion without obtaining any prior
authorization or vote of the Shareholders of any Portfolio, or Class thereof, to
establish and designate and to change in any manner any Portfolio of Shares, or
any Class or Classes thereof; to fix or change such preferences, voting powers,
rights, and privileges of any Portfolio, or Classes thereof, as the Trustees may
from time to time determine, including any change that may adversely affect a
Shareholder; to divide or combine the Shares of any Portfolio, or Classes
thereof, into a greater or lesser number; to classify or reclassify or convert
any issued Shares of any Portfolio, or Classes thereof, into one or more
Portfolios or Classes of Shares of a Portfolio; and to take such other action
with respect to the Shares as the Trustees may deem desirable. A Portfolio and
any Class thereof may issue any number of Shares but need not issue any Shares.
At any time that there are no Outstanding Shares of any particular Portfolio or
Class previously established and designated, the Trustees may abolish that
Portfolio or Class and the establishment and designation thereof.
SECTION 2.5. Relative Rights and Preferences. Unless the establishing
resolution or any other resolution adopted pursuant to Section 2.3 otherwise
provides, Shares of each Portfolio or Class thereof established hereunder shall
have the following relative rights and preferences:
(a) Except as set forth in paragraph (e) of this Section 2.5, each Share
of a Portfolio, regardless of Class, shall represent an equal pro rata
interest in the assets belonging to such Portfolio and shall have identical
voting, dividend, liquidation and other rights, preferences, powers,
restrictions, limitations, qualifications and designations and terms and
conditions with each other Share of such Portfolio.
(b) Shareholders shall have no preemptive or other right to subscribe to
any additional Shares or other securities issued by the Trust or the
Trustees, whether of the same or other Portfolio (or Class).
(c) All consideration received by the Trust for the issue or sale of
Shares of a particular Portfolio, 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 derived from any
reinvestment of such proceeds in whatever form the same may be, shall be
held and accounted for separately from the other assets of the Trust and of
every other Portfolio and may be referred to herein as "assets belonging
to" that Portfolio. The assets belonging to a particular Portfolio shall
belong to that Portfolio for all purposes, and to no other Portfolio,
subject only to the rights of creditors of that Portfolio. In addition, any
assets, income, earnings, profits or funds, or payments and proceeds with
respect thereto, which are not readily identifiable as belonging to any
particular Portfolio shall be allocated by the Trustees between and among
one or more of the Portfolios in such manner as the Trustees, in their sole
discretion, deem fair and equitable. Each such allocation shall be
conclusive and binding upon the Shareholders of all Portfolios thereof for
all purposes, and such assets, income, earnings, profits, or funds, or
payments and proceeds with respect thereto shall be assets belonging to
that Portfolio.
(d) Each Class of a Portfolio shall have a proportionate undivided
interest (as determined by or at the direction of, or pursuant to authority
granted by, the Trustees, consistent with industry practice)
("Proportionate Interest") in the net assets belonging to that Portfolio.
References herein to assets, expenses, charges, costs, and reserves
"allocable" or "allocated" to a particular Class of a Portfolio shall mean
the aggregate amount of such item(s) of the Portfolio multiplied by the
Class's Proportionate Interest.
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(e) A particular Portfolio shall be charged with the liabilities of that
Portfolio, and all expenses, costs, charges and reserves attributable to
any particular Portfolio shall be borne by such Portfolio; provided that
the Trustees may, in their sole discretion, allocate or authorize the
allocation of particular expenses, costs, charges, and/or reserves of a
Portfolio to fewer than all the Classes thereof. Class Expenses shall, in
all cases, be allocated to the Class for which such Class Expenses were
incurred. Any general liabilities, expenses, costs, charges or reserves of
the Trust (or any Portfolio) that are not readily identifiable as
chargeable to or bearable by any particular Portfolio (or any particular
Class) shall be allocated and charged by the Trustees between or among any
one or more of the Portfolios (or Classes) in such manner as the Trustees
in their sole discretion deem fair and equitable. Each such allocation
shall be conclusive and binding upon the Shareholders of all Portfolios (or
Classes) for all purposes. Without limitation of the foregoing provisions
of this Section 2.5(e), (i) the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to a
particular Portfolio shall be enforceable against the assets of such
Portfolio only, and not against the assets of the Trust generally or assets
belonging to any other Portfolio, and (ii) none of the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing
with respect to the Trust generally that have not been allocated to a
specified Portfolio, or with respect to any other Portfolio, shall be
enforceable against the assets of such specified Portfolio. Notice of this
contractual limitation on inter-Portfolio liabilities shall be set forth in
the Trust's Certificate of Trust described to Section 1.4, 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
inter-Portfolio 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 Portfolio.
All references to Shares in this Agreement shall be deemed to be shares of any
or all Portfolios, or Classes thereof, as the context may require. All
provisions herein relating to the Trust shall apply equally to each Portfolio of
the Trust, and each Class thereof, except as the context otherwise requires.
SECTION 2.6. Additional Rights and Preferences of Class B Shares. In addition
to the relative rights and preferences set forth in Section 2.5 and all other
provisions of this Agreement relating to Shares of the Trust generally, any
Class of any Portfolio designated as Class B Shares shall have the following
rights and preferences:
(a) Subject to the provisions of paragraph (c) below, all Class B Shares
other than those purchased through the reinvestment of dividends and
distributions shall automatically convert to Class A Shares eight (8) years
after the end of the calendar month in which a Shareholder's order to
purchase such shares was accepted.
(b) Subject to the provisions of paragraph (c) below, Class B Shares
purchased through the reinvestment of dividends and distributions paid in
respect of Class B Shares will be considered held in a separate
sub-account, and will automatically convert to Class A Shares in the same
proportion as any Class B Shares (other than those in the sub-account)
convert to Class A Shares. Other than this conversion feature, the Class B
Shares purchased through the reinvestment of dividends and distributions
paid in respect of Class B Shares shall have all the rights and
preferences, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of Class B Shares generally.
(c) If a Portfolio of the Trust implements any amendment to a Plan of
Distribution adopted under Rule 12b-1 promulgated under the 1940 Act (or
adopts or implements a non-Rule 12b-1 shareholder services plan that the
Trustees have caused to be submitted to the Shareholders for their
approval) that the Trustees determine would materially increase the charges
that may be borne by the Class A Shareholders under such plan, the Class B
Shares will stop converting to the Class A Shares unless the Class B
Shares, voting separately, approve the amendment or adoption. The Trustees
shall have sole discretion in determining whether such amendment or
adoption is submitted to a vote of the Class B Shareholders. Should such
amendment or adoption not be submitted to a vote of the Class B
Shareholders or, if submitted, should the Class B Shareholders fail to
approve such amendment or adoption, the Trustees shall take such action as
is necessary to: (1) create a new class (the "New Class A Shares") which
shall be identical in all material respects to the Class A Shares as they
existed prior to the implementation of the amendment or adoption; and (2)
ensure that the existing Class B Shares will be exchanged or converted into
New Class A Shares no later than the date such Class B Shares were
scheduled to convert to Class A Shares. If deemed advisable by the Trustees
to implement the foregoing, and at the sole discretion of the Trustees,
such action may include the exchange of all Class B Shares for a new class
(the "New Class B Shares"), identical in all material respects to the Class
B Shares except that the New Class B Shares will automatically convert into
the New Class A Shares. Such exchanges or conversions shall be effected in
a manner that the Trustees reasonably believe will not be subject to
federal taxation.
SECTION 2.7. Investment in the Trust. Investments may be accepted by the Trust
from such Persons, at such times, on such terms, and for such consideration,
which may consist of cash or tangible or intangible property or a combination
thereof, as the Trustees from time to time may authorize. At the Trustees' sole
discretion, such investments, subject to applicable law, may be in the form of
cash or securities in which the affected Portfolio is authorized to invest,
valued as provided in applicable law. Each such investment shall be
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credited to the individual Shareholder's account in the form of full and
fractional Shares of the Trust, in such Portfolio (or Class) as the Shareholder
shall select.
SECTION 2.8. Personal Liability of Shareholders. As provided by applicable
law, no Shareholder of the Trust shall be personally liable for the debts,
liabilities, obligations and expenses incurred by, contracted for, or otherwise
existing with respect to, the Trust or any Portfolio (or Class) thereof. Neither
the Trust nor the Trustees, nor any officer, employee, or agent of the Trust
shall have any power to bind personally any Shareholder or, except as provided
herein or by applicable law, 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. The Shareholders shall be entitled, to the fullest extent permitted
by applicable law, to the same limitation of personal liability as is extended
under the Delaware General Corporation Law to stockholders of private
corporations for profit. Every note, bond, contract or other undertaking issued
by or on behalf of the Trust or the Trustees relating to the Trust or to any
Portfolio shall include a recitation limiting the obligation represented thereby
to the Trust and its assets or to one or more Portfolios and the assets
belonging thereto (but the omission of such a recitation shall not operate to
bind any Shareholder or Trustee of the Trust).
SECTION 2.9. Assent to Agreement. Every Shareholder, by virtue of having
purchased a Share, shall be held to have expressly assented to, and agreed to be
bound by, the terms hereof. The death of a Shareholder during the continuance of
the Trust shall not operate to terminate the same nor entitle the representative
of any deceased Shareholder to an accounting or to take any action in court or
elsewhere against the Trust or the Trustees, but only to rights of said decedent
under this Trust.
SECTION 2.10. Purchases of Shares Among Portfolios. The Trust may purchase, on
behalf of any Portfolio (the "Purchasing Portfolio"), Shares of another
Portfolio (the "Selling Portfolio") or any Class thereof. Shares of the Selling
Portfolio so purchased on behalf of the Purchasing Portfolio shall be
Outstanding Shares, and shall have all preferences, voting powers, rights and
privileges established for such Shares.
ARTICLE III
THE TRUSTEES
SECTION 3.1. Management of the Trust. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust to
the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but with such powers of delegation as may be
permitted by this Agreement. The Trustees shall have power to conduct the
business of the Trust 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, in any
and all commonwealths, territories, dependencies, colonies, or possessions of
the United States of America, and in any and all foreign jurisdictions and to do
all such other things and execute all such instruments as they deem necessary,
proper or desirable in order to promote the interests of the Trust although such
things are not herein specifically mentioned. Any determination as to what is in
the interests of the Trust made by the Trustees in good faith shall be
conclusive. In construing the provisions of this Agreement, the presumption
shall be in favor of a grant of power to the Trustees.
The enumeration of any specific power in this Agreement shall not be construed
as limiting the aforesaid power. The powers of the Trustees may be exercised
without order of or resort to any court or other authority.
SECTION 3.2. Trustees. The number of Trustees shall be such number as shall be
fixed from time to time by a majority of the Trustees; provided, however, that
the number of Trustees shall in no event be less than two (2) nor more than
fifteen (15). The initial Trustees are those first identified above.
SECTION 3.3. Terms of Office of Trustees. The Trustees shall hold office
during the lifetime of this Trust, and until its termination as herein provided;
except that (a) any Trustee may resign his trusteeship or may retire by written
instrument signed by him and delivered to the other Trustees, which shall take
effect upon such delivery or upon such later date as is specified therein; (b)
any Trustee may be removed at any time by written instrument, signed by at least
two-thirds of the number of Trustees prior to such removal, specifying the date
when such removal shall become effective; (c) any Trustee who has died, become
physically or mentally incapacitated by reason of disease or otherwise, or is
otherwise unable to serve, may be retired by written instrument signed by a
majority of the other Trustees, specifying the date of his retirement; and (d) a
Trustee may be removed at any meeting of the Shareholders by a vote of the
Shareholders owning at least two-thirds of the Outstanding Shares.
SECTION 3.4. Vacancies and Appointment of Trustees. In case of the declination
to serve, death, resignation, retirement or removal of a Trustee, or a Trustee
is otherwise unable to serve, or an increase in the number of Trustees, a
vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur,
until such vacancy is filled, the other Trustees shall have all the powers
hereunder and the certification of the other Trustees of such vacancy shall be
conclusive. In the case of an existing vacancy, the remaining Trustees may fill
such vacancy by appointing such other person as they in their discretion shall
see fit, or may leave such vacancy unfilled or may reduce
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the number of Trustees to not less than two (2) Trustees. Such appointment shall
be evidenced by a written instrument signed by a majority of the Trustees in
office or by resolution of the Trustees, duly adopted, which shall be recorded
in the minutes of a meeting of the Trustees, whereupon the appointment shall
take effect.
An appointment of a Trustee may be made by the Trustees then in office in
anticipation of a vacancy to occur by reason of retirement, resignation, or
removal of a Trustee, or an increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at the time or
after the expected vacancy occurs. As soon as any Trustee appointed pursuant to
this Section 3.4 or elected by the Shareholders shall have accepted the Trust
and agreed in writing to be bound by the terms of the Agreement, the Trust
estate shall vest in the new Trustee or Trustees, together with the continuing
Trustees, without any further act or conveyance, and he shall be deemed a
Trustee hereunder.
SECTION 3.5. Temporary Absence of Trustee. Any Trustee may, by power of
attorney, delegate his power for a period not exceeding six months at any one
time to any other Trustee or Trustees, provided that in no case shall less than
two Trustees personally exercise the other powers hereunder except as herein
otherwise expressly provided.
SECTION 3.6. Effect of Death, Resignation, etc. of a Trustee. The declination
to serve, death, resignation, retirement, removal, incapacity, or inability of
the Trustees, or any one of them, shall not operate to terminate the Trust or to
revoke any existing agency created pursuant to the terms of this Trust
Agreement.
SECTION 3.7. Ownership of Assets of the Trust. The assets of the Trust and of
each Portfolio thereof shall be held separate and apart from any assets now or
hereafter held in any capacity other than as Trustee hereunder by the Trustees
or any successor Trustees. Legal title in all of the assets of the Trust and the
right to conduct any business shall at all times be considered as vested in the
Trustees on behalf of the Trust, except that the Trustees may cause legal title
to any Trust Property to be held by, or in the name of the Trust, or in the name
of any Person as nominee. No Shareholder shall be deemed to have a severable
ownership in any individual asset of the Trust, or belonging to any Portfolio,
or allocable to any Class thereof, or any right of partition or possession
thereof, but each Shareholder shall have, except as otherwise provided for
herein, a proportionate undivided beneficial interest in the Trust or in assets
belonging to the Portfolio (or allocable to the Class) in which the Shareholder
holds Shares. The Shares shall be personal property giving only the rights
specifically set forth in this Agreement or the Delaware Act.
ARTICLE IV
POWERS OF THE TRUSTEES
SECTION 4.1. Powers. The Trustees in all instances shall act as principals,
and are and shall be free from the control of the Shareholders. The Trustees
shall have full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that they may consider necessary
or appropriate in connection with the management of the Trust. Without limiting
the foregoing and subject to any applicable limitation in this Agreement or the
Bylaws of the Trust, the Trustees shall have power and authority:
(a) To invest and reinvest cash and other property, and to hold cash or
other property uninvested, without in any event being bound or limited by
any present or future law or custom in regard to investments by Trustees,
and to sell, exchange, lend, pledge, mortgage, hypothecate, write options
on and lease any or all of the assets of the Trust;
(b) To operate as, and to carry on the business of, an investment
company, and to exercise all the powers necessary and appropriate to the
conduct of such operations;
(c) To borrow money and in this connection issue notes or other evidence
of indebtedness; to secure borrowings by mortgaging, pledging or otherwise
subjecting as security the Trust Property; to endorse, guarantee, or
undertake the performance of an obligation or engagement of any other
Person and to lend Trust Property;
(d) To provide for the distribution of interests of the Trust either
through a principal underwriter in the manner hereafter provided for or by
the Trust itself, or both, or otherwise pursuant to a plan of distribution
of any kind;
(e) To adopt Bylaws not inconsistent with this Trust Agreement providing
for the conduct of the business of the Trust and to amend and repeal them
to the extent that they do not reserve such right to the Shareholders; such
Bylaws shall be deemed incorporated and included in this Trust Agreement;
(f) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;
(g) To employ one or more banks, trust companies or companies that are
members of a national securities exchange or such other domestic or foreign
entities as custodians of any assets of the Trust subject to any conditions
set forth in this Agreement or in the Bylaws;
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(h) To retain one or more transfer agents and shareholder servicing
agents;
(i) To set record dates in the manner provided herein or in the Bylaws;
(j) To delegate such authority as they consider desirable to any
officers of the Trust and to any investment adviser, manager,
administrator, custodian, underwriter or other agent or independent
contractor;
(k) To sell or exchange any or all of the assets of the Trust, subject
to the right of Shareholders, if any, to vote on such transaction pursuant
to Section 6.1;
(l) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver proxies and powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or persons such power
and discretion with relation to securities or property as the Trustee shall
deem proper;
(m) To exercise powers and rights of subscription or otherwise which in
any manner arise out of ownership of securities;
(n) To hold any security or property in a form not indicating any trust,
whether in bearer, book entry, unregistered or other negotiable form; or
either in the name of the Trust or of a Portfolio or a custodian or a
nominee or nominees, subject in either case to proper safeguards according
to the usual practice of Delaware business trusts or investment companies;
(o) To establish separate and distinct Portfolios with separately
defined investment objectives and policies and distinct investment purposes
in accordance with the provisions of Article II hereof and to establish
Classes of such Portfolios having relative rights, powers and duties as
they may provide consistent with applicable law;
(p) Subject to the provisions of Section 3804 of the Delaware Act, to
allocate assets, liabilities and expenses of the Trust to a particular
Portfolio or to apportion the same between or among two or more Portfolios,
provided that any liabilities or expenses incurred by a particular
Portfolio shall be payable solely out of the assets belonging to that
Portfolio as provided for in Article II hereof;
(q) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of
which is held in the Trust; to consent to any contract, lease, mortgage,
purchase, or sale of property by such corporation or concern, and to pay
calls or subscriptions with respect to any security held in the Trust;
(r) 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;
(s) To declare and pay dividends and make distributions of income and of
capital gains and capital to Shareholders in the manner hereinafter
provided;
(t) To establish, from time to time, a minimum investment for
Shareholders in the Trust or in one or more Portfolios or Classes, and to
require the redemption of the Shares of any Shareholder whose investment is
less than such minimum upon giving notice to such Shareholder;
(u) To establish one or more committees, to delegate any of the powers
of the Trustees to said committees and to adopt a committee charter
providing for such responsibilities, membership (including Trustees,
officers or other agents of the Trust therein) and any other
characteristics of said committees as the Trustees may deem proper, each of
which committees may consist of less than the whole number of Trustees then
in office, and may be empowered to act for and bind the Trustees and the
Trust, as if the acts of such committee were the acts of all the Trustees
then in office;
(v) To interpret the investment policies, practices or limitations of
any Portfolios;
(w) To establish a registered office and have a registered agent in the
State of Delaware; and
(x) In general, to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the attainment
of any object or the furtherance of any power hereinbefore set forth,
either alone or in association with others, and to do every other act or
thing incidental or appurtenant to or growing out of or connected with the
aforesaid business or purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers, and the
foregoing enumeration of specific powers shall not be held to limit or restrict
in any manner the general powers of the Trustees. Any action by one or more of
the Trustees in their capacity as such hereunder shall be deemed an action on
behalf of the Trust or the applicable Portfolio, and not an action in an
individual capacity.
The Trustees shall not be limited to investing in obligations maturing before
the possible termination of the Trust.
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No one dealing with the Trustees shall be under any obligation to make any
inquiry concerning the authority of the Trustees, or to see to the application
of any payments made or property transferred to the Trustees or upon their
order.
SECTION 4.2. Issuance and Repurchase of Shares. The Trustees shall have the
power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell,
reissue, dispose of, and otherwise deal in Shares and, subject to the provisions
set forth in Articles II and VII hereof, to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of Shares any funds or
property of the Trust, or any assets belonging to the particular Portfolio or
any assets allocable to the particular Class, with respect to which such Shares
are issued.
SECTION 4.3. Action by the Trustees. The Board of Trustees or any committee
thereof shall act by majority vote of those present at a meeting duly called
(including a meeting by telephonic or other electronic means, unless the 1940
Act requires that a particular action be taken only at a meeting of the Trustees
in person) at which a quorum required by the Bylaws is present or by unanimous
written consent of the Trustees or committee, as the case may be, without a
meeting, provided that the writing or writings are filed with the minutes of
proceedings of the Board or committee. Written consents or waivers of the
Trustees may be executed in one or more counterparts. Any written consent or
waiver may be provided and delivered to the Trust by any means by which notice
may be given to a Trustee. Subject to the requirements of the 1940 Act, the
Trustees by Majority Trustee Vote may delegate to any Trustee or Trustees
authority to approve particular matters or take particular actions on behalf of
the Trust.
SECTION 4.4. Principal Transactions. The Trustees may, on behalf of the Trust,
buy any securities from or sell any securities to, or lend any assets of the
Trust to, any Trustee or officer of the Trust or any firm of which any such
Trustee or officer is a member acting as principal, or have any such dealings
with any investment adviser, distributor, or transfer agent for the Trust or
with any Affiliated Person of such Person; and the Trust may employ any such
Person, or firm or Company in which such Person is an Affiliated Person, as
broker, legal counsel, registrar, investment adviser, distributor,
administrator, transfer agent, dividend disbursing agent, custodian, or in any
capacity upon customary terms, subject in all cases to applicable laws, rules,
and regulations and orders of regulatory authorities.
SECTION 4.5. Payment of Expenses by the Trust. The Trustees are authorized to
pay or cause to be paid out of the principal or income of the Trust or any
Portfolio, or partly out of the principal and partly out of income, and to
charge or allocate to, between or among such one or more of the Portfolios (or
Classes), as they deem fair, all expenses, fees, charges, taxes and liabilities
incurred or arising in connection with the Trust or Portfolio (or Class), or in
connection with the management thereof, including, but not limited to, the
Trustees' compensation and such expenses and charges for the services of the
Trust's officers, employees, investment adviser and manager, administrator,
principal underwriter, auditors, counsel, custodian, transfer agent, Shareholder
servicing agent, and such other agents or independent contractors and such other
expenses and charges as the Trustees may deem necessary or proper to incur.
SECTION 4.6. Trustee Compensation. The Trustees as such shall be entitled to
reasonable compensation from the Trust. They may fix the amount of their
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, administrative, legal, accounting, investment
banking, underwriting, brokerage, or investment dealer or other services and the
payment for the same by the Trust.
ARTICLE V
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND TRANSFER AGENT
SECTION 5.1. Investment Adviser. The Trustees may in their discretion, from
time to time, enter into an investment advisory or management contract or
contracts with respect to the Trust or any Portfolio whereby the other party or
parties to such contract or contracts shall undertake to furnish the Trustees
with such management, investment advisory, statistical and research facilities
and services and such other facilities and services, if any, and all upon such
terms and conditions, as the Trustees may in their discretion determine.
The Trustees may authorize the investment adviser to employ, from time to
time, one or more sub-advisers to perform such of the acts and services of the
investment adviser, and upon such terms and conditions, as may be agreed upon
among the Trustees, the investment adviser and sub-adviser. Any references in
this Agreement to the investment adviser shall be deemed to include such
sub-advisers, unless the context otherwise requires.
SECTION 5.2. Other Service Contracts. The Trustees may authorize the
engagement of a principal underwriter, transfer agent, administrator, custodian,
and similar service providers.
SECTION 5.3. Parties to Contract. Any contract of the character described in
Sections 5.1 and 5.2 may be entered into with any corporation, firm,
partnership, trust or association, although one or more of the Trustees or
officers of the Trust may be an officer, director, trustee, shareholder, or
member of such other party to the contract.
SECTION 5.4. Miscellaneous. 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 or distributor or
agent of or for any Company or of or for any parent or affiliate of any Company,
with which an advisory or administration contract, or principal underwriter's or
distributor's contract,
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or transfer, shareholder servicing, custodian or other agency contract may have
been or may hereafter be made, or that any such Company, or any parent or
affiliate thereof, is a Shareholder or has an interest in the Trust, or that
(ii) any Company with which an advisory or administration contract or principal
underwriter's or distributor's contract, or transfer, shareholder servicing,
custodian, or other agency contract may have been or may hereafter be made also
has an advisory or administration contract, or principal underwriter's or
distributor's contract, or transfer, shareholder servicing, custodian or other
agency contract with one or more other companies, or has other business or
interests shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.
ARTICLE VI
SHAREHOLDERS' VOTING POWERS AND MEETING
SECTION 6.1. Voting Powers. The Shareholders shall have power to vote only to:
(i) elect Trustees, provided that a meeting of Shareholders has been called for
that purpose; (ii) remove Trustees, provided that a meeting of Shareholders has
been called for that purpose; (iii) approve the termination of the Trust or any
Portfolio or Class, provided that the Trustees have called a meeting of the
Shareholders for the purpose of approving any such termination, unless, as of
the date on which the Trustees have determined to so terminate the Trust or such
Portfolio or Class, there are fewer than 100 holders of record of the Trust or
of such terminating Portfolio or Class; (iv) approve the sale of all or
substantially all the assets of the Trust or any Portfolio or Class, unless the
primary purpose of such sale is to change the Trust's domicile or form of
organization or form of business trust; (v) approve the merger or consolidation
of the Trust or any Portfolio or Class with and into another Company or with and
into any Portfolio or Class of the Trust, unless (A) the primary purpose of such
merger or consolidation is to change the Trust's domicile or form of
organization or form of business trust, or (B) after giving effect to such
merger or consolidation, based on the number of Shares outstanding as of a date
selected by the Trustees, the Shareholders of the Trust or such Portfolio or
Class will have a majority of the outstanding shares of the surviving Company or
Portfolio or Class thereof, as the case may be; (vi) approve any amendment to
this Article VI, Section 6.1; and (vii) approve such additional matters as may
be required by law or as the Trustees, in their sole discretion, shall
determine.
Until Shares are issued, the Trustees may exercise all rights of Shareholders
and may take any action required or permitted by law, this Trust Agreement or
any of the Bylaws of the Trust to be taken by Shareholders.
On any matter submitted to a vote of the Shareholders, all Shares shall be
voted together, except when required by applicable law or when the Trustees have
determined that the matter affects the interests of one or more Portfolios (or
Classes), then only the Shareholders of all such affected Portfolios (or
Classes) shall be entitled to vote thereon. Each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate fractional vote. The vote
necessary to approve any such matter shall be set forth in the Bylaws.
ARTICLE VII
DISTRIBUTIONS AND REDEMPTIONS
SECTION 7.1. Distributions. The Trustees may from time to time declare and pay
dividends and make other distributions with respect to any Portfolio, or Class
thereof, which may be from income, capital gains or capital. The amount of such
dividends or distributions and the payment of them and whether they are in cash
or any other Trust Property shall be wholly in the discretion of the Trustees.
Dividends and other distributions may be paid pursuant to a standing resolution
adopted once or more often as the Trustees determine. All dividends and other
distributions on Shares of a particular Portfolio or Class shall be distributed
pro rata to the Shareholders of that Portfolio or Class, as the case may be, in
proportion to the number of Shares of that Portfolio or Class they held on the
record date established for such payment, provided that such dividends and other
distributions on Shares of a Class shall appropriately reflect Class Expenses
and other expenses allocated to that Class. The Trustees may adopt and offer to
Shareholders such dividend reinvestment plans, cash distribution payment plans,
or similar plans as the Trustees deem appropriate.
SECTION 7.2. Redemptions. Any holder of record of Shares of a particular
Portfolio, or Class thereof, shall have the right to require the Trust to redeem
his Shares, or any portion thereof, subject to such terms and conditions as are
set forth in the registration statement of the Trust in effect from time to
time. The redemption price may in any case or cases be paid wholly or partly in
kind if the Trustees determine that such payment is advisable in the interest of
the remaining Shareholders of the Portfolio or Class thereof for which the
Shares are being redeemed. Subject to the foregoing, the fair value, selection
and quantity of securities or other property so paid or delivered as all or part
of the redemption price may be determined by or under authority of the Trustees.
In no case shall the Trust be liable for any delay of any Person in transferring
securities selected for delivery as all or part of any payment in kind.
SECTION 7.3. Redemption of Shares by Trustees. The Trustees may, at their
option, call for the redemption of the Shares of any Person or may refuse to
transfer or issue Shares to any Person to the extent that the same is necessary
to comply with applicable law or advisable
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to further the purposes for which the Trust is formed. To the extent permitted
by law, the Trustees may retain the proceeds of any redemption of Shares
required by them for payments of amounts due and owing by a Shareholder to the
Trust or any Portfolio.
SECTION 7.4. Redemption of De Minimis Accounts. If, at any time when a request
for transfer or redemption of Shares of any Portfolio is received by the Trust
or its agent, the value of the Shares of such Portfolio in a Shareholder's
account is less than Five Hundred Dollars ($500.00), or such greater amount as
the Trustees in their discretion shall have determined in accordance with
Section 4.1(t), after giving effect to such transfer or redemption and upon
giving thirty (30) days' notice to the Shareholder, the Trust may cause the
remaining Shares of such Portfolio in such Shareholder's account to be redeemed,
subject to such terms and conditions as are set forth in the registration
statement of the Trust in effect from time to time.
ARTICLE VIII
LIMITATION OF LIABILITY AND INDEMNIFICATION
SECTION 8.1. Limitation of Liability. A Trustee or officer, when acting in
such capacity, shall not be personally liable to any person for any act,
omission or obligation of the Trust or any Trustee or officer; provided,
however, that nothing contained herein or in the Delaware Act shall protect any
Trustee or officer against any liability to the Trust or to Shareholders to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office with the Trust.
SECTION 8.2. Indemnification of Covered Persons. Every Covered Person shall be
indemnified by the Trust to the fullest extent permitted by the Delaware Act,
the Bylaws and other applicable law.
SECTION 8.3. Indemnification of Shareholders. In case any Shareholder or
former Shareholder of the Trust shall be held to be personally liable solely by
reason of his being or having been a Shareholder of the Trust or any Portfolio
or Class and not because of his acts or omissions or for some other reason, 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 general successor) shall be entitled, out of the assets
belonging to the applicable Portfolio, to be held harmless from and indemnified
against all loss and expense arising from such liability in accordance with the
Bylaws and applicable law. The Trust, on behalf of the affected Portfolio, shall
upon request by the Shareholder, assume the defense of any such claim made
against the Shareholder for any act or obligation of that Portfolio.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1. Trust Not a Partnership; Taxation. It is hereby expressly
declared that a trust and not a partnership is created hereby. No Trustee
hereunder shall have any power to bind personally either the Trust's officers or
any Shareholder. All persons extending credit to, contracting with or having any
claim against the Trust or the Trustees shall look only to the assets of the
appropriate Portfolio or, until the Trustees shall have established any separate
Portfolio, of the Trust for payment under such credit, contract or claim; and
neither the Shareholders, the Trustees, nor the Trust's officers nor any of the
agents of the Trustees whether past, present or future, shall be personally
liable therefor.
It is intended that the Trust, or each Portfolio if there is more than one
Portfolio, be classified for income tax purposes as an association taxable as a
corporation, and the Trustees shall do all things that they, in their sole
discretion, determine are necessary to achieve that objective, including (if
they so determine), electing such classifications on Internal Revenue Form 8832.
The Trustees, in their sole discretion and without the vote or consent of the
Shareholders, may amend this Agreement to ensure that this objective is
achieved.
SECTION 9.2. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretion hereunder in
good faith and with reasonable care under the circumstances then prevailing
shall be binding upon everyone interested. Subject to the provisions of Article
VIII and to Section 9.1, the Trustees shall not be liable for errors of judgment
or mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Agreement, and subject
to the provisions of Article VIII and Section 9.1, shall be under no liability
for any act or omission in accordance with such advice or for failing to follow
such advice. The Trustees shall not be required to give any bond as such, nor
any surety if a bond is obtained.
SECTION 9.3. Termination of Trust or Portfolio or Class.
(a) Unless terminated as provided herein, the Trust shall continue
without limitation of time. The Trust may be terminated at any time by the
Trustees by written notice to the Shareholders, subject to the right of
Shareholders, if any, to vote pursuant to Section 6.1. Any Portfolio or
Class may be terminated at any time by the Trustees by written notice to
the Shareholders of that Portfolio or Class, subject to the right of
Shareholders, if any, to vote pursuant to Section 6.1.
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(b) On termination of the Trust or any Portfolio pursuant to paragraph
(a) above,
(1) the Trust or that Portfolio thereafter shall carry on no business
except for the purpose of winding up its affairs,
(2) the Trustees shall (i) proceed to wind up the affairs of the
Trust or that Portfolio, and all powers of the Trustees under this
Agreement with respect thereto shall continue until such affairs have
been wound up, including the powers to fulfill or discharge the
contracts of the Trust or that Portfolio, (ii) collect its assets or the
assets belonging thereto, (iii) sell, convey, assign, exchange, or
otherwise dispose of all or any part of those assets to one or more
persons at public or private sale for consideration that may consist in
whole or in part of cash, securities, or other property of any kind,
(iv) discharge or pay its liabilities, and (v) do all other acts
appropriate to liquidate its business, and
(3) 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 shall distribute the remaining assets ratably among the
Shareholders of the Trust or that Portfolio.
(c) On termination of any Class pursuant to paragraph (a) above,
(1) the Trust thereafter shall no longer issue Shares of that Class,
(2) the Trustees shall do all other acts appropriate to terminate the
Class, and
(3) the Trustees shall distribute ratably among the Shareholders of
that Class, in cash or in kind, an amount equal to the Proportionate
Interest of that Class in the net assets of the Portfolio (after taking
into account any Class Expenses or other fees, expenses, or charges
allocable thereto), and in connection with any such distribution in cash
the Trustees are authorized to sell, convey, assign, exchange or
otherwise dispose of such assets of the Portfolio of which that Class is
a part as they deem necessary.
(d) On completion of distribution of the remaining assets pursuant to
paragraph (b)(3) above, the Trust or the affected Portfolio shall terminate
and the Trustees and the Trust shall be discharged from all further
liabilities and duties hereunder with respect thereto and the rights and
interests of all parties therein shall be cancelled and discharged. On
termination of the Trust, following completion of winding up of its
business, the Trustees shall cause a Certificate of Cancellation of the
Trust's Certificate of Trust to be filed in accordance with the Delaware
Act, which Certificate may be signed by any one Trustee.
SECTION 9.4. Sale of Assets; Merger and Consolidation. Subject to right of
Shareholders, if any, to vote pursuant to Section 6.1, the Trustees may cause
(i) the Trust or one or more of its Portfolios to the extent consistent with
applicable law to sell all or substantially all of its assets to, or be merged
into or consolidated with, another Portfolio, business trust (or series thereof)
or Company (or series thereof), (ii) the Shares of the Trust or any Portfolio
(or Class) to be converted into beneficial interests in another business trust
(or series thereof) created pursuant to this Section 9.4, (iii) the Shares of
any Class to be converted into another Class of the same Portfolio, or (iv) the
Shares to be exchanged under or pursuant to any state or federal statute to the
extent permitted by law. In all respects not governed by statute or applicable
law, the Trustees shall have power to prescribe the procedure necessary or
appropriate to accomplish a sale of assets, merger or consolidation including
the power to create one or more separate business trusts to which all or any
part of the assets, liabilities, profits or losses of the Trust may be
transferred and to provide for the conversion of Shares of the Trust or any
Portfolio (or Class) into beneficial interests in such separate business trust
or trusts (or series or class thereof).
SECTION 9.5. Filing of Copies, References, Headings. The original or a copy of
this Agreement or any amendment hereto or any supplemental agreement shall be
kept at the office of the Trust where it may be inspected by any Shareholder. In
this Agreement or in any such amendment or supplemental agreement, references to
this Agreement, and all expressions like "herein," "hereof," and "hereunder,"
shall be deemed to refer to this Agreement as amended or affected by any such
supplemental agreement. All expressions like "his," "he," and "him," shall be
deemed to include the feminine and neuter, as well as masculine, genders.
Headings are placed herein for convenience of reference only and in case of any
conflict, the text of this Agreement, rather than the headings, shall control.
This Agreement may be executed in any number of counterparts each of which shall
be deemed an original.
SECTION 9.6. Governing Law. The Trust and this Agreement, and the rights,
obligations and remedies of the Trustees and Shareholders hereunder, are to be
governed by and construed and administered according to the Delaware Act and the
other laws of the State of Delaware; provided, however, that there shall not be
applicable to the Trust, the Trustees, the Shareholders or this Trust Agreement
(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 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
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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
indemnification, acts or powers of trustees or other Persons, which are
inconsistent with the limitations or liabilities or authorities and powers of
the Trustees or officers of the Trust set forth or referenced in this Agreement.
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; provided, however, that the exercise of any such power,
privilege or action shall not otherwise violate applicable law.
SECTION 9.7. Amendments. Except as specifically provided in Section 6.1, the
Trustees may, without any Shareholder vote, amend this Agreement by making an
amendment to this Agreement or to Schedule A, an agreement supplemental hereto,
or an amended and restated trust instrument. Any such amendment, having been
approved by a Majority Trustee Vote, shall become effective, unless otherwise
provided by such Trustees, upon being executed by a duly authorized officer of
the Trust. Any amendment submitted to Shareholders that the Trustees determine
would affect the Shareholders of fewer than all Portfolios (or fewer than all
Classes thereof) shall be authorized by a vote of only the Shareholders of the
affected Portfolio(s) (or Class(es)), and no vote shall be required of
Shareholders of any Portfolio (or Class) that is not affected. Notwithstanding
anything else herein to the contrary, any amendment to Article VIII that would
have the effect of reducing the indemnification provided thereby to Covered
Persons or to Shareholders or former Shareholders, and any repeal or amendment
of this sentence shall each require the affirmative vote of Shareholders owning
at least two-thirds of the Outstanding Shares entitled to vote thereon. A
certification signed by a duly authorized officer of the Trust setting forth an
amendment to this Agreement and reciting that it was duly adopted by the
Shareholders or by the Trustees as aforesaid, or a copy of this Agreement, as
amended, executed by a majority of the Trustees, or a duly authorized officer of
the Trust, shall be conclusive evidence of such amendment when lodged among the
records of the Trust.
SECTION 9.8. Provisions in Conflict with Law. The provisions of this Agreement
are severable, and if the Trustees shall determine, with the advice of counsel,
that any of such provisions is in conflict with applicable law the conflicting
provision shall be deemed never to have constituted a part of this Agreement;
provided, however, that such determination shall not affect any of the remaining
provisions of this Agreement or render invalid or improper any action taken or
omitted prior to such determination. If any provision of this Agreement shall be
held invalid or enforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such jurisdiction and
shall not in any manner affect such provisions in any other jurisdiction or any
other provision of this Agreement in any jurisdiction.
SECTION 9.9. Shareholders' Right to Inspect Shareholder List. One or more
Persons who together and for at least six months have been Shareholders of at
least five percent (5%) of the Outstanding Shares of any Class may present to
any officer or resident agent of the Trust a written request for a list of its
Shareholders. Within twenty (20) days after such request is made, the Trust
shall prepare and have available on file at its principal office a list verified
under oath by one of its officers or its transfer agent or registrar which sets
forth the name and address of each Shareholder and the number of Shares of each
Portfolio and Class which the Shareholder holds. The rights provided for herein
shall not extend to any Person who is a beneficial owner but not also a record
owner of Shares of the Trust.
IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the Trust,
have executed this instrument this 6th day of December, 1999.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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SCHEDULE A
AIM EQUITY FUNDS
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- --------------------------
AIM Aggressive Growth Fund.................................. Class A Shares
Class B Shares
Class C Shares
AIM Blue Chip Fund.......................................... Class A Shares
Class B Shares
Class C Shares
AIM Capital Development Fund................................ Class A Shares
Class B Shares
Class C Shares
AIM Charter Fund............................................ Class A Shares
Class B Shares
Class C Shares
Institutional Class Shares
AIM Constellation Fund...................................... Class A Shares
Class B Shares
Class C Shares
Institutional Class Shares
AIM Dent Demographic Trends Fund............................ Class A Shares
Class B Shares
Class C Shares
AIM Emerging Growth Fund.................................... Class A Shares
Class B Shares
Class C Shares
AIM Large Cap Basic Value Fund.............................. Class A Shares
Class B Shares
Class C Shares
AIM Large Cap Growth Fund................................... Class A Shares
Class B Shares
Class C Shares
AIM Mid Cap Growth Fund..................................... Class A Shares
Class B Shares
Class C Shares
AIM ▇▇▇▇▇▇▇▇▇▇ Fund......................................... Class A Shares
Class B Shares
Class C Shares
Institutional Class Shares
S-1