Exhibit No. 99(b)(1)(i)
Effective as of
December 27, 1993
AGREEMENT AND DECLARATION OF TRUST
of
THE DFA INVESTMENT TRUST COMPANY
a Delaware Business Trust
Principal Place of Business:
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TABLE OF CONTENTS
PAGE
ARTICLE I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Name and Definitions . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Name. . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Definitions . . . . . . . . . . . . . . . . . . . 1
(a) Trust . . . . . . . . . . . . . . . . 1
(b) Trust Property. . . . . . . . . . . . 1
(c) Trustees. . . . . . . . . . . . . . . 1
(d) Shares. . . . . . . . . . . . . . . . 2
(e) Holder. . . . . . . . . . . . . . . . 2
(f) Person. . . . . . . . . . . . . . . . 2
(g) 1940 Act. . . . . . . . . . . . . . . 2
(h) Commission and Principal
Underwriter . . . . . . . . . . . . . 2
(i) Declaration of Trust. . . . . . . . . 2
(j) By-Laws . . . . . . . . . . . . . . . 2
(k) Interested Person . . . . . . . . . . 2
(l) Investment Manager. . . . . . . . . . 2
(m) Series. . . . . . . . . . . . . . . . 2
ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Purpose of Trust . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1. Division of Beneficial Interest . . . . . . . . . 3
Section 2. Ownership of Shares . . . . . . . . . . . . . . . 4
Section 3. Investments in the Trust. . . . . . . . . . . . . 4
Section 4. Status of Shares and Limitation of
Personal Liability. . . . . . . . . . . . . . . . 4
Section 5. Power of Board of Trustees to Change
Provisions Relating to Shares . . . . . . . . . . 4
Section 6. Establishment and Designation of
Shares. . . . . . . . . . . . . . . . . . . . . . 5
(a) Assets Held with Respect to a
Particular Series . . . . . . . . . . . . . . . . . 5
(b) Liabilities Held with Respect to a
Particular Series . . . . . . . . . . . . . . . 6
(c) Dividends, Distributions,
Redemptions, and Repurchases. . . . . . . . . . . . 6
(d) Voting . . . . . . . . . . . . . . . . . . . . 7
(e) Equality . . . . . . . . . . . . . . . . . . . 7
(f) Fractions. . . . . . . . . . . . . . . . . . . 7
(g) Exchange Privilege . . . . . . . . . . . . . . 7
(h) Combination of Series. . . . . . . . . . . . . 7
(i) Elimination of Series. . . . . . . . . . . . . 7
(j) Transferability. . . . . . . . . . . . . . . . . 7
(k) Termination of a Series. . . . . . . . . . . . . 7
(l) Series Established as a Partnership. . . . . . . 8
ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(i)
PAGE
The Board of Trustees. . . . . . . . . . . . . . . . . . . . . . . 8
Section 1. Number, Election and Tenure . . . . . . . . . . . 8
Section 2. Effect of Death, Resignation, etc. of
a Trustee . . . . . . . . . . . . . . . . . . . . 9
Section 3. Powers. . . . . . . . . . . . . . . . . . . . . . 9
Section 4. Payment of Expenses by the Trust. . . . . . . . . 12
Section 5. Ownership of Assets of the Trust. . . . . . . . . 13
Section 6. Service Contracts . . . . . . . . . . . . . . . . 13
ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Holders' Voting Powers and Meetings. . . . . . . . . . . . . . . . 14
Section 1. Voting Powers . . . . . . . . . . . . . . . . . . 14
Section 2. Voting Power and Meetings . . . . . . . . . . . . 15
Section 3. Quorum and Required Vote. . . . . . . . . . . . . 15
Section 4. Action by Written Consent . . . . . . . . . . . . 15
Section 5. Record Dates. . . . . . . . . . . . . . . . . . . 15
ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Net Asset Value, Distributions, and Redemptions. . . . . . . . . . 16
Section 1. Determination of Net Asset Value, Net
Income, and Distributions . . . . . . . . . . . . 16
Section 2. Redemptions and Repurchases . . . . . . . . . . . 16
Section 3. Redemptions at the Option of the
Trust . . . . . . . . . . . . . . . . . . . . . . 17
Section 4. Transfer of Shares. . . . . . . . . . . . . . . . 17
ARTICLE VII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Compensation and Limitation of Liability . . . . . . . . . . . . . 17
Section 1. Compensation of Trustees. . . . . . . . . . . . . 17
Section 2. Indemnification and Limitation of
Liability . . . . . . . . . . . . . . . . . . . . 17
Section 3. Trustee's Good Faith Action, Expert
Advice, No Bond or Surety . . . . . . . . . . . . 18
Section 4. Insurance . . . . . . . . . . . . . . . . . . . . 18
ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 1. Liability of Third Persons Dealing
with Trustees . . . . . . . . . . . . . . . . . . 18
Section 2. Termination of Trust or Series. . . . . . . . . . 19
Section 3. Merger and Consolidation. . . . . . . . . . . . . 19
Section 4. Amendments. . . . . . . . . . . . . . . . . . . . 19
Section 5. Filing of Copies, References, . .
Headings. . . . . . . . . . . . . . . . . . . . . 20
Section 6. Applicable Law. . . . . . . . . . . . . . . . . . 20
Section 7. Provisions in Conflict with Law or
Regulations . . . . . . . . . . . . . . . . . . . 20
Section 8. Business Trust Only . . . . . . . . . . . . . . . 21
Section 9. Use of the Name "DFA" . . . . . . . . . . . . . . 21
(ii)
AGREEMENT AND DECLARATION OF TRUST
OF
THE DFA INVESTMENT TRUST COMPANY
WHEREAS, this AGREEMENT AND DECLARATION OF TRUST is made and entered
into as of the date set forth below by the Trustees named hereunder for the
purpose of forming a Delaware business trust in accordance with the provisions
hereinafter set forth,
NOW, THEREFORE, the Trustees hereby direct that a Certificate of Trust
be filed with the Office of the Secretary of State of the State of Delaware and
do hereby declare that the Trustees will hold IN TRUST all cash, securities and
other assets which the Trust now possesses or may hereafter acquire from time to
time in any manner and manage and dispose of the same upon the following terms
and conditions for the pro rata benefit of the holders of Shares in this Trust.
ARTICLE I.
Name and Definitions
SECTION 1. NAME. This trust shall be known as "THE DFA INVESTMENT
TRUST COMPANY" and the Trustees shall conduct the business of the Trust under
that name or any other name as they may from time to time determine.
SECTION 2. DEFINITIONS. Whenever used herein, unless otherwise
required by the context or specifically provided:
(a) The "Trust" refers to the Delaware business trust established by
this Agreement and Declaration of Trust, as amended from time to time;
(b) The "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;
(c) "Trustees" refers to the persons who have signed this Agreement
and Declaration of Trust, so long as they continue in office in accordance with
the terms hereof, and all other persons who may from time to time be duly
elected or appointed to serve on the Board of Trustees in accordance with the
provisions hereof, and reference herein to a Trustee or the Trustees shall
refer to such person or persons in their capacity as trustees hereunder;
(d) "Shares" means the shares of beneficial interest into which the
beneficial interest in the Trust shall be divided from time to time and includes
fractions of Shares as well as whole Shares;
(e) "Holder" means a record owner of outstanding Shares;
(f) "Person" means and includes individuals, corporations,
partnerships, trusts, foundations, plans, associations, joint ventures, estates
and other entities, whether or not legal entities, and governments and agencies
and political subdivisions thereof, whether domestic or foreign;
(g) The "1940 Act" refers to the Investment Company Act of 1940 and
the Rules and Regulations thereunder, all as amended from time to time.
References herein to specific sections of the 1940 Act shall be deemed to
include such Rules and Regulations as are applicable to such sections as
determined by the Trustees or their designees;
(h) The terms "Commission" and "Principal Underwriter" shall have the
respective meanings given them in Section 2(a)(7) and Section (2)(a)(29) of the
1940 Act;
(i) "Declaration of Trust" shall mean this Agreement and Declaration
of Trust, as amended or restated from time to time;
(j) "By-Laws" shall mean the By-Laws of the Trust as amended from
time to time;
(k) The term "Interested Person" has the meaning given it in Section
2(a)(19) of the 1940 Act;
(l) "Investment Manager" or "Manager" means a party furnishing
services to the Trust pursuant to any contract described in Article IV, Section
7(a) hereof;
(m) "Series" refers to each Series of Shares established and
designated under or in accordance with the provisions of Article III.
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ARTICLE II.
Purpose of Trust
The purpose of the Trust is to conduct, operate and carry on the
business of a management investment company registered under the 1940 Act
through one or more Series investing primarily in securities.
ARTICLE III.
Shares
SECTION 1. DIVISION OF BENEFICIAL INTEREST. The beneficial interest
in the Trust shall at all times be divided into an unlimited number of Shares,
with a par value of $ .01 per Share provided that the Shares of Series that are
established by the Trustees to be taxable as a separate partnership for federal
income tax purposes shall have no par value. The Trustees may authorize the
division of Shares into separate Series and the division of Series into separate
classes of Shares. The different Series shall be established and designated,
and the variations in the relative rights and preferences as between the
different Series shall be fixed and determined, by the Trustees. If only one
Series shall be established, the Shares shall have the rights and preferences
provided for herein and in Article III, Section 6 hereof to the extent relevant
and not otherwise provided for herein.
Subject to the provisions of Section 6 of this Article III, each Share
shall have voting rights as provided in Article V hereof, and Holders of the
Shares of any Series shall be entitled to receive dividends and distributions,
when, if and as declared with respect thereto in the manner provided in Article
VI, Section 1 hereof. No Share shall have any priority or preference over any
other Share of the same Series with respect to dividends or distributions of the
Trust or otherwise. All dividends and distributions shall be made ratably among
all Holders of a Series from the assets held with respect to such Series
according to the number of Shares of such Series held of record by such Holders
on the record date for any dividend or distribution or on the date of
termination of the Trust, as the case may be. Holders shall have no preemptive
or other right to subscribe to any additional Shares or other securities issued
by the Trust or any Series. The Trustees may from time to time divide or
combine the Shares of a Series into a greater or lesser number of Shares of such
Series without thereby materially changing the proportionate beneficial interest
of such Shares in the assets held with respect to that Series or materially
affecting the rights of Shares of any other Series.
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SECTION 2. OWNERSHIP OF SHARES. The ownership of Shares shall be
recorded on the books of the Trust or a transfer or similar agent for the Trust,
which books shall be maintained separately for the Shares of each Series. No
certificates evidencing the ownership of Shares shall be issued except as the
Board of Trustees may otherwise determine from time to time. The Trustees may
make such rules as they consider appropriate for the transfer of Shares of each
Series and similar matters and, by resolution, may restrict the transfer of
Shares of a Series. 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 the
identity of the Holders of each Series and as to the number of Shares of each
Series held from time to time by each Holder.
SECTION 3. INVESTMENTS IN THE TRUST. Investments may be accepted by
the Trust from such Persons, at such times, on such terms, and for such
consideration as the Trustees from time to time may authorize. Each investment
shall be credited to the Holder's account in the form of full and fractional
Shares of the Trust, in such Series as the purchaser shall select, at the net
asset value per Share next determined for such Series after receipt of the
investment; provided, however, that the Trustees may, in their sole discretion,
impose a reimbursement fee upon investments in the Trust.
SECTION 4. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY.
Shares shall be deemed to be personal property giving only the rights provided
in this instrument, the By-Laws of the Trust and the resolutions of the Board of
Trustees. Every Holder by virtue of having become a Holder shall be held to
have expressly assented and agreed to the terms thereof. The death of a Holder
during the existence of the Trust shall not operate to terminate the Trust, nor
entitle the representative of any deceased Holder to an accounting or to take
any action in court or elsewhere against the Trust or the Trustees, but shall
entitle such representative only to the rights of said deceased Holder under
this Declaration of Trust. Ownership of Shares shall not entitle a Holder to
any title in or to the whole or any part of the Trust Property or right to call
for a partition or division of the same or for an accounting, nor shall the
ownership of Shares constitute the Holders as partners or joint venturers except
as specifically provided for pursuant to Article III, Section 6 herein or by
resolution of the Board of Trustees. Neither the Trust nor the Trustees, nor
any officer, employee or agent of the Trust shall have any power to bind
personally any Holder, or to call upon any Holder for the payment of any sum of
money or assessment whatsoever other than such as the Holder may at any time
agree to pay.
SECTION 5. POWER OF BOARD OF TRUSTEES TO CHANGE PROVISIONS RELATING
TO SHARES. Notwithstanding any other provision of this Declaration of Trust to
the contrary, and
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without limiting the power of the Board of Trustees to amend the Declaration of
Trust as provided elsewhere herein, the Board of Trustees shall have the power
to amend this Declaration of Trust, at any time and from time to time, in such
manner as the Board of Trustees may determine in their sole discretion, without
the need for action by any Holder, so as to add to, delete, replace or otherwise
modify any provisions relating to the Shares contained in this Declaration of
Trust, provided that before adopting any such amendment without approval of the
Holders the Board of Trustees shall determine that it is consistent with the
fair and equitable treatment of all Holders or that approval of the Holders is
not required by the 1940 Act or other applicable law. If Shares have been
issued, approval of the Holders shall be required to adopt any amendments to
this Declaration of Trust which would adversely affect to a material degree the
rights and preferences of the Shares of any Series or to increase or decrease
the par value of the Shares of any Series.
SECTION 6. ESTABLISHMENT AND DESIGNATION OF SHARES. The
establishment and designation of any Series of Shares shall be effective upon
the adoption by a majority of the Trustees, of a resolution which sets forth
such establishment and designation and the relative rights and preferences of
such Series. Each such resolution shall be incorporated herein by reference
(and shall be deemed a part of Section 6 of Article III of this Declaration of
Trust) upon adoption. Any inconsistencies or conflict between the terms of any
such resolution and this Declaration of Trust shall be resolved in favor of such
resolution.
Shares of each Series established pursuant to this Section 6, unless
otherwise provided in the resolution establishing such Series, shall have the
following relative rights and preferences:
(a) ASSETS HELD WITH RESPECT TO A PARTICULAR SERIES. All
consideration received by the Trust for the issue or sale of Shares of a Series,
including dividends and distributions paid by, and reinvested in, such Series,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source
derived, including, without limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably be held with respect to that Series for all purposes, subject only
to the rights of creditors, and shall be so recorded upon the books of account
of the Trust. Such consideration, assets, income, earnings, profits and
proceeds thereof, from whatever source derived, including, without limitation,
any proceeds derived from the sale, exchange or liquidation of such assets, and
any funds or payments derived from any reinvestment of such proceeds, in
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whatever form the same may be, are herein referred to as "assets held with
respect 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 assets held with respect to any particular Series (collectively
"General Assets"), the Trustees shall allocate such General Assets to, between
or among any one or more of the Series in such manner and on such basis as the
Trustees, in their sole discretion, deem fair and equitable, and any General
Asset so allocated to a particular Series shall be held with respect to that
Series. Each such allocation by the Trustees shall be conclusive and binding
upon the Holders of all Series for all purposes in absence of manifest error.
(b) LIABILITIES HELD WITH RESPECT TO A PARTICULAR SERIES. The assets
of the Trust held with respect to each Series shall be charged with the
liabilities of the Trust with respect to such Series and all expenses, costs,
charges and reserves attributable to such Series, and any general liabilities of
the Trust which are not readily identifiable as being held in respect of a
Series shall be allocated and charged by the Trustees to and among any one or
more Series in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. The liabilities, expenses, costs, charges,
and reserves so charged to a Series are herein referred to as "liabilities held
with respect 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 in absence of manifest error. All
Persons who have extended credit which has been allocated to a particular
Series, or who have a claim or contract which has been allocated to a Series,
shall look exclusively to the assets held with respect to such Series for
payment of such credit, claim, or contract. In the absence of an express
agreement so limiting the claims of such creditors, claimants and contracting
parties, each creditor, claimant and contracting party shall be deemed
nevertheless to have agreed to such limitation unless an express provision to
the contrary has been incorporated in the written contract or other document
establishing the contractual relationship.
(c) DIVIDENDS, DISTRIBUTIONS, REDEMPTIONS, AND REPURCHASES. No
dividend or distribution including, without limitation, any distribution paid
upon termination of the Trust or of any Series with respect to, or any
redemption or repurchase of, the Shares of any Series shall be effected by the
Trust other than from the assets held with respect to such Series, nor shall any
Holder of any Series otherwise have any right or claim against the assets held
with respect to any other Series except to the extent that such Holder has such
a right or claim hereunder as a Holder of such other Series. The Trustees shall
have full discretion to determine which items shall be treated as income and
which items as capital; and each such determination
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and allocation shall be conclusive and binding upon the Holders in absence of
manifest error.
(d) VOTING. All Shares of the Trust entitled to vote on a matter
shall vote without differentiation between the separate Series on a
one-vote-per-Share basis; provided however, if a matter to be voted on affects
only the interests of not all Series, then only the Holders of such affected
Series shall be entitled to vote on the matter.
(e) EQUALITY. All the Shares of each Series shall represent an equal
proportionate undivided interest in the assets held with respect to such Series
(subject to the liabilities of such Series and such rights and preferences as
may have been established and designated with respect to classes of Shares
within such Series), and each Share of a Series shall be equal to each other
Share of such Series.
(f) FRACTIONS. Any fractional Share of a Series shall have
proportionately all the rights and obligations of a whole share of such Series,
including rights with respect to voting, receipt of dividends and distributions
and redemption of Shares.
(g) EXCHANGE PRIVILEGE. The Trustees shall have the authority to
provide that the holders of Shares of any Series shall have the right to
exchange such Shares for Shares of one or more other Series in accordance with
such requirements and procedures as may be established by the Trustees.
(h) COMBINATION OF SERIES. The Trustees shall have the authority,
without the approval of the Holders of any Series unless otherwise required by
applicable law, to combine the assets and liabilities held with respect to any
two or more Series into assets and liabilities held with respect to a single
Series.
(i) ELIMINATION OF SERIES. At any time that there are no Shares
outstanding of a Series, the Trustees may abolish such Series.
(j) TRANSFERABILITY. The Trustees shall have the authority to
provide that the shares of a Series are non-transferable.
(k) TERMINATION OF A SERIES. The Trustees shall have the authority
to provide that upon the bankruptcy or insolvency of a Holder or in the case of
the redemption of the entire interest of a Holder in a Series, that such Series
will be terminated unless a majority in interest of the remaining Holders in the
Series approve the continuing existence of the Series.
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(l) SERIES ESTABLISHED AS A PARTNERSHIP. The Trustees shall have the
authority to create Series intended to be classified as a Partnership for
federal income tax purposes. Pursuant to such authority, the Trustees may
provide that (i) Book Capital Accounts (as defined in any resolution
establishing and designating such Series) are to be determined and maintained
for each Holder in accordance with Section 704(b) of the Internal Revenue Code
of 1986, as amended (the "Code") (and any successor provision thereto) and the
Treasury Regulations promulgated thereunder; (ii) upon liquidation of a Series
(or any Holder's interest therein), liquidating distributions shall be made in
accordance with the positive Book Capital Account balances of the Holders; and,
(iii) if any Holder in such Series has a deficit balance in his Book Capital
Account following the liquidation of his interest in the Series, such Holder is
unconditionally required to restore the amount of such deficit balance to the
Series, or in lieu thereof, the resolution establishing the Series contain a
"qualified income offset" within the meaning of Treasury Regulation Section
1.704-1(b)(2)(ii)(d).
ARTICLE IV.
The Board of Trustees
SECTION 1. NUMBER, ELECTION AND TENURE. The number of Trustees
constituting the Board of Trustees shall be fixed from time to time by a written
instrument signed, or by resolution approved at a duly constituted meeting, by a
majority of the Board of Trustees, provided, however, that the number of
Trustees shall in no event be less than one (1) nor more than fifteen (15).
Subject to the requirements of Section 16(a) of the 1940 Act, the Board of
Trustees, by action of a majority of the then Trustees at a duly constituted
meeting, may fill vacancies in the Board of Trustees and remove Trustees with or
without cause. Each Trustee shall serve during the continued lifetime of the
Trust until he or she dies, resigns, is declared bankrupt or incompetent by a
court of competent jurisdiction, or is removed. Any Trustee may resign at any
time by written instrument signed by him and delivered to any officer of the
Trust or to a meeting of the Trustees. Such resignation shall be effective upon
receipt unless specified to be effective at some other time. Except to the
extent expressly provided in a written agreement with the Trust, no Trustee
resigning and no Trustee removed shall have any right to any compensation for
any period following his or her resignation or removal, or any right to damages
or other payment on account of such removal. Any Trustee may be removed at any
meeting of Holders by a vote of two-thirds of the outstanding Shares of the
Trust. A meeting of Holders for the purpose of electing or removing one or more
Trustees may be called (i) by the Trustees upon their own vote, or (ii) upon the
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demand of Holders owning 10% or more of the Shares of the Trust in the
aggregate.
SECTION 2. EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE. The
death, declination, resignation, retirement, removal, or incapacity of one or
more Trustees, or all of them, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of this Declaration of Trust.
Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is
filled as provided in Article IV, Section 1, the Trustees in office, regardless
of their number, shall have all the powers granted to the Trustees and shall
discharge all the duties imposed upon the Trustees by this Declaration of Trust.
SECTION 3. POWERS. Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the Board of Trustees, and
such Board shall have all powers necessary or convenient to carry out that
responsibility including the power to engage in transactions of all kinds on
behalf of the Trust. Trustees, in all instances, shall act as principals and
are and shall be free from the control of the Holders. The Trustees shall have
full power and authority to do any and all acts and to make and execute any and
all contracts, documents and instruments that they may consider desirable,
necessary or appropriate in connection with the administration of the Trust.
Without limiting the foregoing, the Trustees may: adopt, amend and repeal
By-Laws not inconsistent with this Declaration of Trust providing for the
regulation and management of the affairs of the Trust; elect and remove such
officers and appoint and terminate such agents as they consider appropriate;
appoint from their own number and establish and terminate one or more committees
consisting of two or more Trustees who may exercise the powers and authority of
the Board of Trustees to the extent that the Trustees determine; employ one or
more custodians of the assets of the Trust and may authorize such custodians to
employ subcustodians and to deposit all or any part of such assets in a system
or systems for the central handling of securities or with a Federal Reserve
Bank, retain a transfer agent or a shareholder servicing agent, or both; provide
for the issuance and distribution of Shares by the Trust directly or through one
or more Principal Underwriters or otherwise; redeem, repurchase and transfer
Shares pursuant to applicable law; set record dates for the determination of
Holders with respect to various matters; declare and pay dividends and
distributions to Holders of each Series from the assets of such Series;
establish from time to time, in accordance with the provisions of Article III,
Section 6 hereof, any Series of Shares, each such Series to operate as a
separate and distinct investment medium and with separately defined investment
objectives and policies and distinct investment purpose; and in general delegate
such authority as they consider desirable to any officer of the Trust,
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to any committee of the Trustees and to any agent or employee of the Trust or to
any such custodian, transfer or servicing agents, Investment Manager or
Principal Underwriter. Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive. In construing the
provisions of this Declaration of Trust, the presumption shall be in favor of a
grant of power to the Trustees and unless otherwise specified herein or required
by the 1940 Act or other applicable law, any action by the Board of Trustees
shall be deemed effective if approved or taken by a majority of the Trustees
then in office or a majority of any duly constituted committee of Trustees. Any
action required or permitted to be taken at any meeting of the Board of
Trustees, or any committee thereof, may be taken without a meeting if all
members of the Board of Trustees or committee (as the case may be) consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of the Board of Trustees, or committee, except as otherwise
provided in the 1940 Act.
Without limiting the foregoing, the Trust shall have power and
authority:
(a) To invest and reinvest cash and cash items, to hold cash
uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, write
options on, lend or otherwise deal in or dispose of contracts for the future
acquisition or delivery of all types of securities,futures contracts and options
thereon, and forward currency contracts of every nature and kind, including,
without limitation, all types of bonds, debentures, stocks, preferred stocks,
negotiable or non-negotiable instruments, obligations, evidences of
indebtedness, certificates of deposit or indebtedness, commercial paper,
repurchase agreements, bankers' acceptances, and other securities of any kind,
issued, created, guaranteed, or sponsored by any and all Persons, including,
without limitation, states, territories, and possessions of the United States
and the District of Columbia and any political subdivision, agency, or
instrumentality thereof, any foreign government or any political subdivision of
the U.S. Government or any foreign government, or any international
instrumentality or organization, or by any bank or savings institution, or by
any corporation or organization organized under the laws of the United States or
of any state, territory, or possession thereof, or by any corporation or
organization organized under any foreign law, or in "when issued" contracts for
any such securities, futures contracts and options thereon, and forward currency
contracts, to change the investments of the assets of the Trust; and to exercise
any and all rights, powers, and privileges of ownership or interest in respect
of any and all such investments of every kind and description, including,
without limitation, the right to consent and otherwise act with respect thereto,
with power to designate
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one or more Persons, to exercise any of said rights, powers, and privileges in
respect of any of said instruments;
(b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or
write options with respect to or otherwise deal in any property rights relating
to any or all of the assets of the Trust or any Series;
(c) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;
(d) To exercise powers and right of subscription or otherwise which
in any manner arise out of ownership of securities;
(e) To hold any security or property in a form not indicating that it
is trust property, whether in bearer, unregistered or other negotiable form, or
in its own name or in the name of a custodian or subcustodian or a nominee or
nominees or otherwise or to authorize the custodian or a subcustodian or a
nominee or nominees to deposit the same in a securities depository, subject in
each case to the applicable provisions of the 1940 Act;
(f) To consent to, or participate in, any plan for the
reorganization, consolidation or merger of any corporation or issuer of any
security which is held in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property by such corporation or issuer; and to pay
calls or subscriptions with respect to any security held in the Trust;
(g) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that connection to
deposit any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority with
relation to any security (whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to pay, such portion of the
expenses and compensation of such committee, depositary or trustee as the
Trustees shall deem proper;
(h) To litigate, compromise, arbitrate, settle or otherwise adjust
claims in favor of or against the Trust or a Series, or any matter in
controversy, including but not limited to claims for taxes;
(i) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;
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(j) To borrow funds or other property in the name of the Trust or
Series exclusively for Trust purposes;
(k) To endorse or guarantee the payment of any notes or other
obligations of any Person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;
(l) To purchase and pay for entirely out of Trust Property such
insurance as the Trustees may deem necessary, desirable or appropriate for the
conduct of the business, including, without limitation, insurance policies
insuring the assets of the Trust or payment of distributions and principal on
its portfolio investments, and insurance policies insuring the Holders,
Trustees, officers, employees, agents, Investment Manager, principal
underwriters, or independent contractors of the Trust, individually against all
claims and liabilities of every nature arising by reason of holding Shares,
holding, being or having held any such office or position, or by reason of any
action alleged to have been taken or omitted by any such Person as Trustee,
officer, employee, agent, Investment Manager, Principal Underwriter, or
independent contractor, including any action taken or omitted that may be
determined to constitute negligence, whether or not the Trust would have the
power to indemnify such Person against liability; and
(m) To adopt, establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and annuity contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and agents of the
Trust.
The Trust shall not be limited to investing in obligations maturing
before the possible termination of the Trust or one or more of its Series. The
Trust shall not in any way be bound or limited by any present or future law or
custom in regard to investment by fiduciaries. The Trust shall not be required
to obtain any court order to deal with any assets of the Trust or take any other
action hereunder.
SECTION 4. PAYMENT OF EXPENSES BY THE TRUST. Subject to the
provisions of Article III, Section 6(b), the Trustees are authorized to pay or
cause to be paid out of the principal or income of the Trust or Series, or
partly out of the 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 or designated pursuant to Article III, Section 6, all expenses,
fees, charges, taxes and liabilities incurred or arising in connection with the
Trust or Series, or in connection with the management thereof, including, but
not limited to, the Trustees' compensation and such expenses and charges for the
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services of the Trust's officers, employees, Investment Managers, Principal
Underwriter, auditors, counsel, custodian, transfer agent, servicing agents, and
such other agents or independent contractors and such other expenses and charges
as the Trustees may deem necessary or proper to incur.
SECTION 5. OWNERSHIP OF ASSETS OF THE TRUST. Title to all of the
assets of the Trust shall at all times be considered as vested in the Trust,
except that the Trustees shall have power to cause legal title to any Trust
Property to be held by or in the name of one or more of the Trustees, or in the
name of the Trust, or in the name of any other Person as nominee, on such terms
as the Trustees may determine. Upon the resignation, incompetency, bankruptcy,
removal, or death of a Trustee he or she shall automatically cease to have any
such title in any of the Trust Property, and the title of such Trustee in the
Trust Property shall vest automatically in the remaining Trustees. Such vesting
and cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered. The Trustees may determine that the Trust or
the Trustees, acting for and on behalf of the Trust, shall be deemed to hold
beneficial ownership of any income earned on the securities owned by the Trust,
whether domestic or foreign.
SECTION 6. SERVICE CONTRACTS.
(a) The Trustees may, at any time and from time to time, contract for
exclusive or nonexclusive advisory, management and/or administrative services
for the Trust or for any Series with any Person; and any such contract may
contain such other terms as the Trustees may determine, including without
limitation, authority for the Investment Manager to determine from time to time
without prior consultation with the Trustees what investments shall be
purchased, held, sold or exchanged and what portion, if any, of the assets of
the Trust shall be held uninvested and to make changes in the Trust's
investments, and such other responsibilities as may specifically be delegated to
such Person.
(b) The Trustees may also, at any time and from time to time,
contract with any Persons, appointing such Persons exclusive or nonexclusive
distributor or Principal Underwriter for the Shares of one or more of the Series
or other securities to be issued by the Trust. Every such contract may contain
such other terms as the Trustees may determine.
(c) The Trustees are also empowered, at any time and from time to
time, to contract with any Persons, appointing such Person(s) to serve as
custodian(s), transfer agent and/or shareholder servicing agent for the Trust or
one or more of its Series. Every such contract shall comply with such terms as
may be required by the Trustees.
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(d) The Trustees are further empowered, at any time and from time to
time, to contract with any Persons to provide such other services to the Trust
or one or more of the Series, as the Trustees determine to be in the best
interests of the Trust and the applicable Series.
(e) The fact that:
(i) any of the Holders, Trustees, or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, Manager,
adviser, Principal Underwriter, distributor, or affiliate or agent of
or for any Person with which an advisory, management or administration
contract, or Principal Underwriter's or distributor's contract, or
transfer, shareholder servicing or other type of service contract may
be made, or that
(ii) any Person with which an advisory, management or
administration contract or Principal Underwriter's or distributor's
contract, or transfer, shareholder servicing or other type of service
contract may be made also has an advisory, management or
administration contract, or principal underwriter's or distributor's
contract, or transfer, shareholder servicing or other service
contract, or has other business or interests with any other Person,
shall not affect the validity of any such contract or disqualify any Holder,
Trustee or officer of the Trust from voting upon or executing the same, or
create any liability or accountability to the Trust or its Holders, provided
approval of each such contract is made pursuant to the applicable requirements
of the 1940 Act.
ARTICLE V.
Holders' Voting Powers and Meetings
SECTION 1. VOTING POWERS. Subject to the provisions of Article III,
Sections 5 and 6(d), the Holders shall have right to vote only (i) for removal
of Trustees as provided in Article IV, Section 1, and (ii) with respect to such
additional matters relating to the Trust as may be required by the applicable
provisions of the 1940 Act, including Section 16(a) thereof, and (iii) on such
other matters as the Trustees may consider necessary or desirable. Each whole
Share shall be entitled to one vote as to any matter on which it is entitled to
vote and each fractional Share shall be entitled to a proportionate fractional
vote. There shall be no cumulative voting in the election of Trustees. Shares
may be voted in person or by proxy. A proxy purporting to be executed by or on
behalf of a Holder shall be deemed valid unless challenged at or prior to its
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exercise and the burden of proving invalidity shall rest on the challenger.
SECTION 2. VOTING POWER AND MEETINGS. Meetings of the Holders may be
called by the Trustees for the purposes described in Section 1 of this Article
V. A meeting of Holders may be held at any place designated by the Trustees.
Written notice of any meeting of Holders shall be given or caused to be given by
the Trustees by delivering personally or mailing such notice at least seven (7)
days before such meeting, postage prepaid, stating the time and place of the
meeting, to each Holder at the Holder's address as it appears on the records of
the Trust. Whenever notice of a meeting is required to be given to a Holder
under this Declaration of Trust, a written waiver thereof, executed before or
after the meeting by such Holder or his or her attorney thereunto authorized and
filed with the records of the meeting, or actual attendance at the meeting of
Holders in person or by proxy, shall be deemed equivalent to such notice.
SECTION 3. QUORUM AND REQUIRED VOTE. Except when a larger quorum is
required by the applicable provisions of the 1940 Act, forty percent (40%) of
the Shares entitled to vote on a matter shall constitute a quorum at a meeting
of the Holders. Any meeting of Holders may be adjourned from time to time by a
majority of the votes properly cast upon the question of adjourning a meeting to
another date and time, whether or not a quorum is present, and the meeting may
be held as adjourned within a reasonable time after the date set for the
original meeting without further notice. Subject to the provisions of Article
III, Section 6(d) and the applicable provisions of the 1940 Act, when a quorum
is present at any meeting, a majority of the Shares voted shall decide any
questions except only a plurality vote shall be necessary to elect Trustees.
SECTION 4. ACTION BY WRITTEN CONSENT. Any action taken by Holders
may be taken without a meeting if all the holders of Shares entitled to vote on
the matter are provided with not less than 7 days written notice thereof and
written consent to the action is filed with the records of the meetings of
Holders by the holders of the number of Shares that would be required to approve
the matter as provided in Article V, Section 3. Such consent shall be treated
for all purposes as a vote taken at a meeting of Holders.
SECTION 5. RECORD DATES. For the purpose of determining the Holders
who are entitled to vote or act at any meeting or any adjournment thereof, the
Trustees may fix a time, which shall be not more than ninety (90) days before
the date of any meeting of Holders, as the record date for determining the
Holders having the right to notice of and to vote at such meeting and any
adjournment thereof, and in such case only Holders of record on such record date
shall have such right, notwithstanding
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any transfer of shares on the books of the Trust after the record date. For the
purpose of determining the Holders who are entitled to receive payment of any
dividend or of any other distribution, the Trustees may fix a date, which shall
be before the date for the payment of such dividend or distribution, as the
record date for determining the Holders having the right to receive such
dividend or distribution. Nothing in this Section shall be construed as
precluding the Trustees from setting different record dates for different
Series.
ARTICLE VI.
Net Asset Value, Distributions, and Redemptions
SECTION 1. DETERMINATION OF NET ASSET VALUE, NET INCOME, AND
DISTRIBUTIONS. Subject to Article III, Section 6 hereof, the Trustees, in their
absolute discretion, may prescribe and shall set forth in the By-laws or in a
duly adopted resolution of the Trustees such bases and time for determining the
per Share net asset value of the Shares of any Series and the declaration and
payment of dividends and distributions on the Shares of any Series, as they may
deem necessary or desirable.
SECTION 2. REDEMPTIONS AND REPURCHASES. The Trust shall purchase
such Shares as are offered by any Holder for redemption, upon receipt by the
Trust or a Person designated by the Trust that the Trust redeem such Shares or
in accordance with such procedures for redemption as the Trustees may from time
to time authorize; and the Trust will pay therefor the net asset value thereof,
in accordance with the By-Laws, the applicable provisions of the 1940 Act or as
further provided by resolution of the Trustees. Payment for said Shares shall
be made by the Trust to the Holder within seven days after the date on which the
request for redemption is received in proper form. The obligation set forth in
this Section 2 is subject to the provision that in the event that any time the
New York Stock Exchange (the "Exchange") is closed for other than weekends or
holidays, or if permitted by the Rules of the Commission during periods when
trading on the Exchange is restricted or during any emergency which makes it
impracticable for the Trust to dispose of the investments of the applicable
Series or to determine fairly the value of the net assets held with respect to
such Series or during any other period permitted by order of the Commission for
the protection of investors, such obligations may be suspended or postponed by
the Trustees.
The redemption price may in any case or cases be paid in cash or
wholly or partly in kind in accordance with Rule 18f-1 under the 1940 Act if the
Trustees determine that such payment is advisable in the interest of the
remaining Holders of the Series of which the Shares are being redeemed. Subject
to the foregoing, the selection and quantity of securities or other
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property so paid or delivered as all or part of the redemption price shall be
determined by or under authority of the Trustees. In no case shall the Trust be
liable for any delay of any corporation or other Person in transferring
securities selected for delivery as all or part of any payment in kind.
SECTION 3. REDEMPTIONS AT THE OPTION OF THE TRUST. The Trust shall
have the right, at its option, upon 60 days notice to the affected Holder at any
time to redeem Shares of such Holder at the net asset value thereof as described
in Section 1 of this Article VI or as further provided by resolution of
Trustees: (i) if at such time such Holder owns Shares of any Series having an
aggregate net asset value of less than a minimum value determined from time to
time by the Trustees; or (ii) to the extent that such Holder owns Shares of a
Series equal to or in excess of a maximum percentage of the outstanding Shares
of such Series determined from time to time by the Trustees; or (iii) to the
extent that such Holder owns Shares equal to or in excess of a maximum
percentage, determined from time to time by the Trustees, of the outstanding
Shares of the Trust.
SECTION 4. TRANSFER OF SHARES. Except as otherwise provided by
resolution of the Trustees, the Trust shall transfer shares held of record by
any Person to any other Person upon receipt by the Trust or a Person designated
by the Trust of a written request therefore in such form and pursuant to such
procedures as may be approved by the Trustees.
ARTICLE VII.
Compensation and Limitation of Liability
SECTION 1. COMPENSATION OF TRUSTEES. The Trustees as such shall be
entitled to reasonable compensation from the Trust, and they may fix the amount
of such compensation from time to time. Nothing herein shall in any way prevent
the employment of any Trustee to provide advisory, management, legal,
accounting, investment banking or other services to the Trust and to be
specially compensated for such services by the Trust.
SECTION 2. INDEMNIFICATION AND LIMITATION OF LIABILITY. The Trustees
shall not be responsible or liable in any event for any neglect or wrong-doing
of any officer, agent, employee, Manager or Principal Underwriter of the Trust,
nor shall any Trustee be responsible for the act or omission of any other
Trustee, and, subject to the provisions of the Bylaws, the Trust out of its
assets may indemnify and hold harmless each and every Trustee and officer of the
Trust from and against any and all claims, demands, costs, losses, expenses, and
damages whatsoever arising out of or related to such Trustee's performance of
his or her duties as a Trustee or officer of the Trust; provided that nothing
herein contained shall indemnify,
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hold harmless or protect any Trustee or officer from or against any liability to
the Trust or any Holder to which he or she 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 or her office.
Every note, bond, contract, instrument, certificate or undertaking and
every other act or thing whatsoever issued, executed or done by or on behalf of
the Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been issued, executed or done only in or with
respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.
SECTION 3. TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR
SURETY. The exercise by the Trustees of their powers hereunder shall be binding
upon everyone interested in or dealing with the Trust. A Trustee shall be
liable to the Trust and to any Holder solely for his or her own wilful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees may take advice of
counsel or other experts with respect to the meaning and operation of this
Declaration of Trust, and shall be under no liability for any act or omission in
accordance with such advice nor for failing to follow such advice. The Trustees
shall not be required to give any bond as such, nor any surety if a bond is
required.
SECTION 4. INSURANCE. The Trustees shall be entitled and empowered
to the fullest extent permitted by law to purchase with Trust assets insurance
for liability and for all expenses reasonably incurred or paid or expected to be
paid by a Trustee or officer in connection with any claim, action, suit or
proceeding in which he or she becomes involved by virtue of his or her capacity
or former capacity with the Trust, whether or not the Trust would have the power
to indemnify him or her against such liability under the provisions of this
Article.
ARTICLE VIII.
Miscellaneous
SECTION 1. 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.
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SECTION 2. TERMINATION OF TRUST OR SERIES. Unless terminated as
provided herein, the Trust shall continue without limitation of time. The Trust
may be terminated at any time by the Trustees upon 60 days prior written notice
to the Holders. Any Series may be terminated at any time by the Trustees upon
60 days prior written notice to the Holders of that Series.
Upon termination of the Trust (or any Series, as the case may be),
after paying or otherwise providing for all charges, taxes, expenses and
liabilities held, severally, with respect to each Series (or the applicable
Series, as the case may be), whether due or accrued or anticipated as may be
determined by the Trustees, the Trust shall, in accordance with such procedures
as the Trustees consider appropriate, reduce the remaining assets held,
severally, with respect to each Series (or the applicable Series, as the case
may be), to distributable form in cash or shares or other securities, and any
combination thereof, and distribute the proceeds held with respect to each
Series (or the applicable Series, as the case may be), to the Holders of that
Series, as a Series, ratably according to the number of Shares of that Series
held by the several Holders on the date of termination.
SECTION 3. MERGER AND CONSOLIDATION. The Trustees may cause (i) the
Trust or one or more of its Series to the extent consistent with applicable law
to be merged into or consolidated with another Trust, series or Person, (ii) the
Shares of the Trust or any Series to be converted into beneficial interests in
another business trust (or series thereof), (iii) the Shares to be exchanged for
assets or property under or pursuant to any state or federal statute to the
extent permitted by law or (iv) a sale of assets of the Trust or one or more of
its Series. Such merger or consolidation, Share conversion, Share exchange or
sale of assets must be authorized by vote as provided in Article V, Section 3
herein; provided that in all respects not governed by statute or applicable law,
the Trustees shall have power to prescribe the procedure necessary or
appropriate to accomplish a sale of assets, Share exchange, 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 Series into beneficial interests in such separate business trust or
trusts (or series thereof).
SECTION 4. AMENDMENTS. This Declaration of Trust may be restated
and/or amended at any time by an instrument in writing signed by a majority of
the Trustees then holding office. Any such restatement and/or amendment hereto
shall be effective immediately upon execution and approval. The Certificate of
Trust of the Trust may be restated and/or amended by a similar procedure, and
any such restatement and/or amendment shall be effective immediately upon filing
with the Office of the
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Secretary of State of the State of Delaware or upon such future date as may be
stated therein.
SECTION 5. FILING OF COPIES, REFERENCES, HEADINGS. The original or a
copy of this instrument and of each restatement and/or amendment hereto shall be
kept at the office of the Trust where it may be inspected by any Holder. Anyone
dealing with the Trust may rely on a certificate by an officer of the Trust as
to whether or not any such restatements and/or amendments have been made and as
to any matters in connection with the Trust hereunder; and, with the same effect
as if it were the original, may rely on a copy certified by an officer of the
Trust to be a copy of this instrument or of any such restatements and/or
amendments. In this instrument and in any such restatements and/or amendment,
references to this instrument, and all expressions like "herein," "hereof" and
"hereunder," shall be deemed to refer to this instrument as amended or affected
by any such restatements and/or amendments. Headings are placed herein for
convenience of reference only and shall not be taken as a part hereof or control
or affect the meaning, construction or effect of this instrument. Whenever the
singular number is used herein, the same shall include the plural; and the
neuter, masculine and feminine genders shall include each other, as applicable.
This instrument may be executed in any number of counterparts each of which
shall be deemed an original.
SECTION 6. APPLICABLE LAW. This Agreement and Declaration of Trust
is created under and is to be governed by and construed and administered
according to the laws of the State of Delaware and the Delaware Business Trust
Act, as amended from time to time (the "Act"). The Trust shall be a Delaware
business trust pursuant to such Act, and without limiting the provisions hereof,
the Trust may exercise all powers which are ordinarily exercised by such a
business trust.
SECTION 7. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.
(a) The provisions of the Declaration of Trust are severable, and if
the Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, the regulated investment company
provisions of the Internal Revenue Code or with other applicable laws and
regulations, the conflicting provision shall be deemed never to have constituted
a part of the Declaration of Trust; provided, however, that such determination
shall not affect any of the remaining provisions of the Declaration of Trust or
render invalid or improper any action taken or omitted prior to such
determination.
(b) If any provision of the Declaration of Trust shall be held
invalid or unenforceable in any jurisdiction, such
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invalidity or unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provision in any other
jurisdiction or any other provision of the Declaration of Trust in any
jurisdiction.
SECTION 8. BUSINESS TRUST ONLY. It is the intention of the Trustees
to create a business trust pursuant to the Act, and thereby to create only the
relationship of trustee and beneficial owners within the meaning of such Act
between the Trustees and each Holder. Except to the extent provided by
resolution of the Trustees establishing a Series intended to be classified as a
partnership for federal income tax purposes, it is not the intention of the
Trustees to create a general partnership, limited partnership, joint stock
association, corporation, bailment, joint venture, or any form of legal
relationship other than a business trust pursuant to such Act, and except as so
provided in such resolution, nothing in this Declaration of Trust shall be
construed to make the Holders, either by themselves or with the Trustees,
partners or members of a joint stock association.
SECTION 9. USE OF THE NAME "DFA ". The name "DFA" and all rights to
the use of the name "DFA" belongs to Dimensional Fund Advisors Inc. ("DFA"), the
Manager of the Trust. DFA has consented to the use by the Trust of the
identifying word "DFA" and has granted to the Trust a non-exclusive license to
use the name "DFA" as part of the name of the Trust and the name of any Series
of Shares. In the event DFA or an affiliate of DFA is not appointed as Manager
or ceases to be the Manager of the Trust or of any Series using such names, the
non-exclusive license granted herein may be revoked by DFA and the Trust
promptly shall cease using the name "DFA" as part of its name or the name of any
Series of Shares, upon receipt of the written request therefore by DFA or any
successor to its interests in such name.
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IN WITNESS WHEREOF, the Trustees named below do hereby make and enter
into this Declaration of Trust of DFA Investment Trust Company as of this 27th
day of December, 1993.
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/S/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
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▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
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THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST IS
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-22-