NATURAL STATE FUNDS AGREEMENT AND DECLARATION OF TRUST NOVEMBER 3, 2009
____________________________________________
AGREEMENT AND DECLARATION OF
TRUST
NOVEMBER 3, 2009
____________________________________________
AGREEMENT AND DECLARATION OF
TRUST
TABLE OF CONTENTS
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ARTICLE
I
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NAME
AND DEFINITIONS
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1
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Section
1.1.
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Name
and Principal Office
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1
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Section
1.2.
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Definitions
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1
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(a)
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The
"Trust"
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1
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(b)
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"Trustees"
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1
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(c)
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"Shares"
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1
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(d)
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"Series"
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1
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(e)
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"Class"
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2
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(f)
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"Shareholder"
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2
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(g)
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The
"1940 Act"
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2
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(h)
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"Commission"
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2
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(i)
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"Declaration
of Trust"
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2
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(j)
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"By-Laws"
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2
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ARTICLE
II
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PURPOSE
OF TRUST
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2
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ARTICLE
III
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THE
TRUSTEES
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2
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Section
3.1.
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Number,
Designation, Election, Term, etc.
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2
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(a)
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Initial
Trustee
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2
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(b)
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Number
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2
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(c)
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Term
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2
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(d)
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Resignation
and Retirement
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3
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(e)
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Removal
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3
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(f)
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Vacancies
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3
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(g)
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Effect
of Death, Resignation, etc
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3
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(h)
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No
Accounting
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3
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Section
3.2.
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Powers
of Trustees
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4
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(a)
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Investments
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4
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(b)
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Disposition
of Assets
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4
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(c)
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Ownership
Powers
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4
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(d)
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Subscription
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5
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(e)
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Form
of Holding
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5
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(f)
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Reorganization,
etc
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5
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(g)
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Voting
Trusts, etc
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5
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(h)
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Compromise
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5
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(i)
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Partnerships,
etc
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5
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(j)
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Borrowing
and Security
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5
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-i-
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(k)
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Guarantees,
etc
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5
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(l)
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Insurance
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5
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(m)
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Pensions,
etc
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6
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Section
3.3.
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Certain
Contracts
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6
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(a)
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Advisory
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6
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(b)
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Administration
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6
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(c)
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Distribution
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7
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(d)
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Custodian
and Depository
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7
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(e)
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Transfer
and Dividend Disbursing Agency
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7
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(f)
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Shareholder
Servicing
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7
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(g)
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Accounting
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7
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Section
3.4.
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Payment
of Trust Expenses and Compensation of Trustees
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8
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Section
3.5.
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Ownership
of Assets of the Trust
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8
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ARTICLE
IV
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SHARES
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8
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Section
4.1.
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Description
of Shares
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8
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Section
4.2.
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Establishment
and Designation of Series or Classes
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10
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(a)
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Assets
Belonging to Series
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10
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(b)
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Liabilities
Belonging to Series
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10
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(c)
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Dividends
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11
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(d)
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Liquidation
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12
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(e)
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Voting
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12
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(f)
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Redemption
by Shareholder
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12
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(g)
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Redemption
by Trust
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13
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(h)
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Net
Asset Value
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13
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(i)
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Transfer
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13
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(j)
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Equality
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13
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(k)
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Fractions
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14
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(l)
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Conversion
Rights
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14
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Section
4.3.
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Ownership
of Shares
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14
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Section
4.4.
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Investments
in the Trust
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14
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Section
4.5.
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No
Preemptive Rights
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14
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Section
4.6.
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Status
of Shares and Limitation of Personal Liability
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14
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ARTICLE
V
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SHAREHOLDERS'
VOTING POWERS AND MEETINGS
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15
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Section
5.1.
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Voting
Powers
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15
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-ii-
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Section
5.2.
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Meetings
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15
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Section
5.3.
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Record
Dates
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15
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Section
5.4.
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Quorum
and Required Vote
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16
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Section
5.5.
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Action
by Written Consent
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16
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Section
5.6.
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Inspection
of Records
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16
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Section
5.7.
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Additional
Provisions
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16
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ARTICLE
VI
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LIMITATION
OF LIABILITY; INDEMNIFICATION
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17
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Section
6.1.
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Trustees,
Shareholders, etc. Not Personally Liable; Notice
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17
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Section
6.2.
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Trustee's
Good Faith Action; Expert Advice; No Bond or Surety
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17
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Section
6.3.
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Indemnification
of Shareholders
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18
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Section
6.4.
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Indemnification
of Trustees, Officers, etc
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18
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Section
6.5.
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Advances
of Expenses
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18
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Section
6.6.
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Indemnification
Not Exclusive, etc
|
18
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Section
6.7.
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Liability
of Third Persons Dealing with Trustees
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19
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ARTICLE
VII
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MISCELLANEOUS
|
19
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Section
7.1.
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Duration
and Termination of Trust
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19
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Section
7.2.
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Reorganization
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19
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Section
7.3.
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Amendments
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19
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Section
7.4.
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Filing
of Copies; References; Headings
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20
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Section
7.5.
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Applicable
Law
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20
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-iii-
AGREEMENT AND DECLARATION OF
TRUST
AGREEMENT AND DECLARATION OF TRUST made
this 3rd day of November, 2009, by the Trustees hereunder, and by the holders of
Shares of beneficial interest to be issued hereunder as hereinafter
provided.
WITNESSETH:
WHEREAS, this Trust is being formed to
carry on the business of an investment company; and
WHEREAS, the Trustees have agreed to
manage all property coming into their hands as trustees of an Ohio business
trust in accordance with the provisions hereinafter set
forth.
NOW, THEREFORE, the Trustees hereby
declare that they will hold all cash, securities and other assets which they may
from time to time acquire in any manner as Trustees hereunder IN TRUST to manage
and dispose of the same upon the following terms and conditions for the benefit
of the holders from time to time of shares of beneficial interest in this Trust
as hereinafter set forth.
ARTICLE
I
NAME
AND DEFINITIONS
Section 1.1. Name and Principal
Office This Trust shall be known as "Natural State Funds" 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. The principal office of
the Trust shall be located at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇ or any other place as determined from time to time by the Trustees and
reported to the Secretary of the State of Ohio.
Section 1.2. Definitions Whenever
used herein, unless otherwise required by the context or specifically
provided:
(a) The
"Trust" refers to the Ohio business trust established by this Agreement and
Declaration of Trust, as amended from time to time;
(b)
"Trustees" refers to the Trustees of the Trust named herein or elected in
accordance with Article III;
(c)
"Shares" refers to the transferable units of interest into which the beneficial
interest in the Trust, shall be divided from time to time, including the shares
of any and all Series or Classes which may be established by the Trustees, and
includes fractions of Shares as well as whole Shares;
(d)
"Series" refers to Series of Shares established and designated under or in
accordance with the provisions of Article IV;
-1-
(e)
"Class" refers to a class or sub-series of any Series of Shares established and
designated under and in accordance with the provisions of Article
IV;
(f)
"Shareholder" means a record owner of Shares;
(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;
(h)
"Commission" shall have the meaning given it in the 1940 Act;
(i)
"Declaration of Trust" shall mean this Agreement and Declaration of Trust as
amended or restated from time to time; and
(j)
"By-Laws" shall mean the By-Laws of the Trust as amended from time to
time.
ARTICLE
II
PURPOSE
OF TRUST
The purpose of the Trust is to operate
as an investment company, to offer Shareholders one or more investment programs
primarily in securities and debt instruments and to engage in any and all lawful
acts or activities for which business trusts may be formed under Chapter 1746 of
the Ohio Revised Code.
ARTICLE
III
THE
TRUSTEES
Section
3.1. Number, Designation, Election, Term, etc.
(a) Initial Trustee Upon
his execution of this Declaration of Trust or a counterpart hereof or some other
writing in which he accepts such Trusteeship and agrees to the provisions
hereof, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall become a Trustee hereof.
(b) Number The Trustees
serving as such, whether named above or hereafter becoming a Trustee, may
increase or decrease the number of Trustees to a number other than the number
theretofore determined; provided, however, that the number of Trustees
subsequent to any sale of Shares pursuant to a public offering shall not be less
than three. No decrease in the number of Trustees shall have the
effect of removing any Trustee from office prior to the expiration of his term,
but the number of Trustees may be decreased in conjunction with the removal of a
Trustee pursuant to subsection (e) of this Section 3.1.
(c) Term Each Trustee
shall serve as a Trustee during the lifetime of the Trust and until its
termination as hereinafter provided or until such Trustee sooner dies, resigns,
retires or is removed. The Trustees may elect their own successors
and may, pursuant to Section 3.1(f) hereof, appoint Trustees to fill vacancies;
provided that, immediately after filling a vacancy, at least two-thirds of the
Trustees then holding office shall have been elected to such office by the
Shareholders at an annual or special meeting. If at any time less
than a majority of the Trustees then holding office were so elected, the
Trustees shall forthwith cause to be held as promptly as possible, and in any
event within 60 days, a meeting of Shareholders for the purpose of electing
Trustees to fill any existing vacancies.
-2-
(d) Resignation and
Retirement Any Trustee may resign his trust or retire as a Trustee, by
written instrument signed by him and delivered to the other Trustees or to any
officer of the Trust, and such resignation or retirement shall take effect upon
such delivery or upon such later date as is specified in such
instrument.
(e) Removal Any Trustee
may be removed with or without cause at any time: (i) by written instrument,
signed by at least two-thirds of the number of Trustees prior to such removal,
specifying the date upon which such removal shall become effective, (ii) by vote
of the Shareholders holding not less than two-thirds of the Shares then
outstanding, cast in person or by proxy at any meeting called for the purpose,
or (iii) by a declaration in writing signed by Shareholders holding not less
than two-thirds of the Shares then outstanding and filed with the Trust's
Custodian.
(f) Vacancies Any vacancy
or anticipated vacancy resulting from any reason, including without limitation
the death, resignation, retirement, removal or incapacity of any of the
Trustees, or resulting from an increase in the number of Trustees by the
Trustees may (but so long as there are at least three remaining Trustees, need
not unless required by the ▇▇▇▇ ▇▇▇) be filled either by a majority of the
remaining Trustees through the appointment in writing of such other person as
such remaining Trustees in their discretion shall determine (unless a
shareholder election is required by the ▇▇▇▇ ▇▇▇) or by the election by the
Shareholders, at a meeting called for the purpose, of a person to fill such
vacancy. Such appointment or election shall be effective upon the
written acceptance of the person named therein to serve as a Trustee and
agreement by such person to be bound by the provisions of this Declaration of
Trust, except that any such appointment or election in anticipation of a vacancy
to occur by reason of retirement, resignation, or increase in number of Trustees
to be effective at a later date shall become effective only at or after the
effective date of said retirement, resignation, or increase in number of
Trustees. As soon as any Trustee so appointed or elected shall have
accepted such appointment or election and shall have agreed in writing to be
bound by this Declaration of Trust and the appointment or election is effective,
the Trust estate shall vest in the new Trustee, together with the continuing
Trustees, without any further act or conveyance.
(g) Effect of Death,
Resignation, etc. The death,
resignation, retirement, removal, or incapacity of the Trustees, or any one of
them, shall not operate to annul or terminate the Trust or to revoke or
terminate any existing agency or contract created or entered into pursuant to
the terms of this Declaration of Trust.
(h) No Accounting Except
to the extent required by the 1940 Act or under circumstances which would
justify his removal for cause, no person ceasing to be a Trustee as a result of
his death, resignation, retirement, removal or incapacity (nor the estate of any
such person) shall be required to make an accounting to the Shareholders or
remaining Trustees upon such cessation.
-3-
Section 3.2. Powers of Trustees
Subject to the provisions of this Declaration of Trust, the business of the
Trust shall be managed by the Trustees, and they shall have all powers necessary
or convenient to carry out that responsibility and the purpose of the
Trust. Without limiting the foregoing, the Trustees may adopt By-Laws
not inconsistent with this Declaration of Trust providing for the conduct of the
business and affairs of the Trust and may amend and repeal them to the extent
that such By-Laws do not reserve that right to the Shareholders; they may as
they consider appropriate elect and remove officers and appoint and terminate
agents and consultants and hire and terminate employees, any one or more of the
foregoing of whom may be a Trustee, and may provide for the compensation of all
of the foregoing; they may appoint from their own number, and terminate, any one
or more committees consisting of two or more Trustees, including without implied
limitation an executive committee, which may, when the Trustees are not in
session and subject to the 1940 Act, exercise some or all of the power and
authority of the Trustees as the Trustees may determine; in accordance with
Section 3.3 they may appoint an advisory board, the members of which shall not
be Trustees and need not be Shareholders; they may employ one or more advisers,
administrators, depositories and custodians of the assets of the Trust and may
authorize such depository or custodian to employ subcustodians or agents and to
deposit all or any part of such assets in a system or systems for the
central handling of securities and debt instruments, retain transfer, dividend,
accounting or Shareholder servicing agents or any of the foregoing, provide for
the distribution of Shares by the Trust through one or more distributors,
principal underwriters or otherwise, set record dates or times for the
determination of Shareholders or certain of them with respect to various
matters, and in general delegate such authority as they consider desirable to
any officer of the Trust, to any committee of the Trustees and to any agent or
employee of the Trust or to any such custodian or underwriter; they may
compensate or provide for the compensation of the Trustees, officers, advisers,
administrators, custodians, other agents, consultants and employees of the Trust
or the Trustees on such terms as they deem appropriate; and in general they may
delegate to any officer of the Trust, to any committee of the Trustees and to
any employee, adviser, administrator, distributor, principal underwriter,
depository, custodian, transfer and dividend disbursing agent, or any other
agent or consultant of the Trust such authority, powers, functions and duties as
they consider desirable or appropriate for the conduct of the business and
affairs of the Trust, including without implied limitation the power and
authority to act in the name of the Trust and of the Trustees, to sign documents
and to act as attorney-in-fact for the Trustees.
Without limiting the foregoing and to
the extent not inconsistent with the 1940 Act or other applicable law, the
Trustees shall have power and authority:
(a) Investments To invest
and reinvest cash, securities, options, futures contracts, options on futures
contracts 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;
(b) Disposition of Assets
To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and
lease any or all of the assets of the Trust;
(c) Ownership Powers To
vote or give assent, or exercise any rights of ownership, with respect to stock
or other securities, debt instruments or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion with
relation to securities, debt instruments or property as the Trustees shall deem
proper;
-4-
(d) Subscription To
exercise powers and rights of subscription or otherwise which in any manner
arise out of ownership of securities, debt instruments or other
assets;
(e) Form of Holding To
hold any security, debt instrument or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in the name
of the Trustees or of the Trust or in the name of a custodian, subcustodian or
other depository or a nominee or nominees or otherwise;
(f) Reorganization,
etc. To
consent to or participate in any plan for the reorganization, consolidation or
merger of any corporation or issuer, any security or debt instrument of which is
or was held in the Trust; to consent to any contract, lease, mortgage, purchase
or sale of property by such corporation or issuer, and to pay calls or
subscriptions with respect to any security or debt instrument held in the
Trust;
(g) Voting Trusts,
etc. To
join with other holders of any securities or debt instruments in acting through
a committee, depository, voting trustee or otherwise, and in that connection to
deposit any security or debt instrument with, or transfer any security or debt
instrument to, any such committee, depository or trustee, and to delegate to
them such power and authority with relation to any security or debt instrument
(whether or not so deposited or transferred) as the Trustees shall deem proper,
and to agree to pay, and to pay, such portion of the expenses and compensation
of such committee, depository or trustee as the Trustees shall deem
proper;
(h) Compromise To
compromise, arbitrate or otherwise adjust claims in favor of or against the
Trust or any matter in controversy, including but not limited to claims for
taxes;
(i) Partnerships,
etc. To
enter into joint ventures, general or limited partnerships and any other
combinations or associations;
(j) Borrowing and
Security To borrow funds, securities or other assets and to mortgage and
pledge the assets of the Trust or any part thereof to secure obligations arising
in connection with such borrowing;
(k) Guarantees, etc. 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; and to mortgage and pledge the Trust property or any part thereof to
secure any of or all such obligations or obligations incurred pursuant to
subparagraph (j) hereof;
(l) Insurance To purchase
and pay for, entirely out of Trust property such insurance as they may deem
necessary or appropriate for the conduct of the business, including, without
limitation, insurance policies insuring the assets of the Trust and payment of
distributions and principal on its portfolio investments, and insurance policies
insuring the Shareholders, Trustees, officers, employees, agents, consultants,
investment advisers, managers, administrators, distributors, principal
underwriters, or independent contractors, or any thereof (or any person
connected therewith), of the Trust individually against all claims
and liabilities of every nature arising by reason of holding, being or having
held any such office or position, or by reason of any action alleged to have
been taken or omitted by any such person, Shareholder, Trustee, officer,
employee, agent, investment adviser, manager, principal underwriter, or
independent contractor in any such capacity, 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 such liability;
and
-5-
(m) Pensions, etc. To pay pensions for
faithful service, as deemed appropriate by the Trustees, and 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.
Except as otherwise provided by the 1940
Act or other applicable law, this Declaration of Trust or the By-Laws, any
action to be taken by the Trustees may be taken by a majority of the Trustees
present at a meeting of Trustees (a quorum, consisting of at least a majority of
the Trustees then in office, being present), within or outside of Ohio,
including any meeting held by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting, or by written consents of a
majority of the Trustees then in office (or such larger or different number as
may be required by the 1940 Act or other applicable law).
Section 3.3. Certain Contracts
Subject to compliance with the provisions of the 1940 Act, but notwithstanding
any limitations of present and future law or custom in regard to delegation of
powers by trustees generally, the Trustees may, at any time and from time to
time and without limiting the generality of their powers and authority otherwise
set forth herein, enter into one or more contracts with any one or more
corporations, trusts, associations, partnerships, limited partnerships, other
type of organizations, or individuals ("Contracting Party") to provide for the
performance and assumption of some or all of the following services, duties and
responsibilities to, for or of the Trust and/or the Trustees, and to provide for
the performance and assumption of such other services, duties and
responsibilities in addition to those set forth below as the Trustees may
determine appropriate:
(a) Advisory Subject to
the general supervision of the Trustees and in conformity with the stated policy
of the Trustees with respect to the investments of the Trust or of the assets
belonging to any Series of Shares of the Trust (as that phrase is defined in
subsection (a) of Section 4.2), to manage such investments and assets, make
investment decisions with respect thereto, and to place purchase and sale orders
for portfolio transactions relating to such investments and assets;
(b) Administration
Subject to the general supervision of the Trustees and in conformity with any
policies of the Trustees with respect to the operations of the Trust, to
supervise all or any part of the operations of the Trust, and to provide all or
any part of the administrative and clerical personnel, office space and office
equipment and services appropriate for the efficient administration and
operations of the Trust;
-6-
(c) Distribution To
distribute the Shares of the Trust, to be principal underwriter of such Shares,
and/or to act as agent of the Trust in the sale of Shares and the acceptance or
rejection of orders for the purchase of Shares;
(d) Custodian and
Depository To act as depository for and to maintain custody of the
property of the Trust and accounting records in connection
therewith;
(e) Transfer and Dividend
Disbursing Agency To maintain records of the ownership of outstanding
Shares, the issuance and redemption and the transfer thereof, and to disburse
any dividends declared by the Trustees and in accordance with the policies of
the Trustees and/or the instructions of any particular Shareholder to reinvest
any such dividends;
(f) Shareholder
Servicing To provide service with respect to the relationship
of the Trust and its Shareholders, records with respect to Shareholders and
their Shares, and similar matters; and
(g) Accounting To handle
all or any part of the accounting responsibilities, whether with respect to the
Trust's properties, Shareholders or otherwise.
The same person may be the
Contracting Party for some or all of the services, duties and responsibilities
to, for and of the Trust and/or the Trustees, and the contracts with respect
thereto may contain such terms interpretive of or in addition to the delineation
of the services, duties and responsibilities provided for, including provisions
that are not inconsistent with the 1940 Act relating to the standard of duty of
and the rights to indemnification of the Contracting Party and others, as the
Trustees may determine. Nothing herein shall preclude, prevent or
limit the Trust or a Contracting Party from entering into subcontractual
arrangements relative to any of the matters referred to in Sections 3.3(a)
through (g) hereof.
Subject to the provisions of the 1940
Act, the fact that:
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(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 Contracting Party, or of
or for any parent or affiliate of any Contracting Party or that the
Contracting Party or any parent or affiliate thereof is a Shareholder or
has an interest in the Trust, or
that
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(ii)
|
any
Contracting Party may have a contract providing for the rendering of any
similar services to one or more other corporations, trusts, associations,
partnerships, limited partnerships or other organizations, or has other
business or interests,
|
shall not affect the validity of any
contract for the performance and assumption of services, duties and
responsibilities to, for or of the Trust and/or the Trustees or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders,
provided that in the case of any relationship or interest referred to in the
preceding clause (i) on the part of any Trustee or officer of the Trust either
(l) the material facts as to such relationship or interest have been disclosed
to or are known by the Trustees not having any such relationship or interest and
the contract involved is approved in good faith reasonably justified by such
facts by a majority of such Trustees not having any such relationship or
interest (even though such unrelated or disinterested Trustees are less than a
quorum of all of the Trustees), (2) the material facts as to such relationship
or interest and as to the contract have been disclosed to or are known by the
Shareholders not having such relationship or interest and who are entitled to
vote thereon and the contract involved is specifically approved in good faith by
majority vote of such Shareholders, or (3) the specific contract involved is
fair to the Trust as of the time it is authorized, approved or ratified by the
Trustees or by such Shareholders.
-7-
Section 3.4. Payment of Trust Expenses
and Compensation of Trustees The Trustees are authorized to pay or to
cause to be paid out of the principal or income of the Trust, or partly out of
principal and partly out of income, and to charge or allocate the same to,
between or among such one or more of the Series and Classes that may be
established and designated pursuant to Article IV, as the Trustees deem fair,
all expenses, fees, charges, taxes and liabilities incurred or
arising in connection with the Trust, or in connection with the management
thereof, including, but not limited to, the Trustees' compensation and such
expenses and charges for the services of the Trust's officers, employees,
investment adviser, administrator, distributor, principal underwriter, auditor,
counsel, depository, custodian, transfer agent, dividend disbursing agent,
accounting agent, Shareholder servicing agent, and such other agents,
consultants, and independent contractors and such other expenses and charges as
the Trustees may deem necessary or proper to incur. Without limiting
the generality of any other provision hereof, the Trustees shall be entitled to
reasonable compensation from the Trust for their services as Trustees and may
fix the amount of such compensation.
Section 3.5. 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 Trustees.
ARTICLE
IV
SHARES
Section 4.1. Description of Shares
The beneficial interest in the Trust shall be divided into Shares, all without
par value, as the Trustees may, without Shareholder approval,
authorize. The Trustees shall have the authority from time to time to
issue or reissue Shares in one or more Series of Shares (including without
limitation the Series specifically established and designated in Section 4.2),
as they deem necessary or desirable, to establish and designate such Series, and
to fix and determine the relative rights and preferences as between the
different Series of Shares as to right of redemption and the price, terms and
manner of redemption, special and relative rights as to dividends and other
distributions and on liquidation, sinking or purchase fund provisions,
conversion rights, and conditions under which the several Series shall have
separate voting rights or no voting rights and as are not inconsistent with any
provision of this Declaration of Trust. The Trustees may from time to
time divide or combine the Shares of any series or class into a greater or
lesser number without thereby changing the proportionate beneficial interests in
the series or class.
-8-
The Shares of each Series may be issued
or reissued from time to time in one or more Classes, as determined by the Board
of Trustees pursuant to resolution. Each Share of a series shall
represent an equal proportionate interest in the Series with each other Share of
the Series. Each Class shall be appropriately designated, prior to
the issuance of any shares thereof, by some distinguishing letter, number or
title. All Shares within a Class shall be alike in every
particular. All Shares of each Series shall be of equal rank and have
the same powers, preferences and rights, and shall be subject to the same
qualifications, limitations and restrictions without distinction between the
shares of different Classes thereof, except with respect to such differences
among such Classes, as the Board of Trustees shall from time to time determine
to be necessary or desirable, including without limitation differences in
expenses, in voting rights and in the rate or rates of dividends or
distributions. The Board of Trustees may from time to time increase
the number of Shares allocated to any Class already created by providing that
any unissued Shares of the applicable Series shall constitute part of such
Class, or may decrease the number of Shares allocated to any Class already
created by providing that any unissued Shares previously assigned to such Class
shall no longer constitute part thereof. The Board of Trustees is
hereby empowered to classify or reclassify from time to time any unissued Shares
of each Series by fixing or altering the terms thereof and by assigning such
unissued shares to an existing or newly created
Class. Notwithstanding anything to the contrary in this paragraph the
Board of Trustees is hereby empowered (i) to redesignate any issued Shares of
any Series by assigning a distinguishing letter, number or title to such shares
and (ii) to reclassify all or any part of the issued Shares of any Series to
make them part of an existing or newly created Class.
The number of authorized Shares and the
number of Shares of each Series and Class that may be issued is unlimited, and
the Trustees may issue Shares of any Series or Class for such consideration and
on such terms as they may determine (or for no consideration if pursuant to a
Share dividend or split-up), all without action or approval of the
Shareholders. All Shares when so issued on the terms determined by
the Trustees shall be fully paid and non-assessable (but may be subject to
mandatory contribution back to the Trust as provided in subsection (h) of
Section 4.2). The Trustees may classify or reclassify any unissued
Shares or any Shares previously issued and reacquired of any Series or Class
into one or more Series or Classes that may be established and designated from
time to time. The Trustees may hold as treasury Shares (of the same
or some other Series), reissue for such consideration and on such terms as they
may determine, or cancel, at their discretion from time to time, any Shares of
any Series or Class reacquired by the Trust.
The Trustees may from time to time close
the transfer books or establish record dates and times for the purposes of
determining the holders of Shares entitled to be treated as such, to the extent
provided or referred to in Section 5.3.
The establishment and designation of any
Series or Class of Shares in addition to those established and designated in
Section 4.2 shall be effective upon the execution of an instrument in writing by
a majority of the then Trustees (or by an officer of the Trust pursuant to the
vote of a majority of such Trustees) setting forth such establishment and
designation and the relative rights and preferences of such Series or Class, or
as otherwise provided in such instrument. At any time that there are
no Shares outstanding of any particular Series or Class previously established
and designated, the Trustees may, by an instrument executed by a majority of
their number (or by an officer of the Trust pursuant to the vote of a majority
of their number), abolish that Series or Class and the establishment and
designation thereof. Each instrument referred to in this paragraph
shall have the status of an amendment to this Declaration of
Trust.
-9-
Any Trustee, officer or other agent of
the Trust, and any organization in which any such person is interested may
acquire, own, hold and dispose of Shares to the same extent as if such person
were not a Trustee, officer or other agent of the Trust; and the Trust may issue
and sell or cause to be issued and sold and may purchase Shares from any such
person or any such organization subject only to the general limitations,
restrictions or other provisions applicable to the sale or purchase of Shares
generally.
Section 4.2. Establishment and
Designation of Series or Classes Without limiting the authority of the
Trustees set forth in Section 4.1 to establish and designate any further Series,
the Trustees hereby establish and designate one Series of Shares: the "Natural
State Economic Growth Fund". The Shares of this Series and any Shares
of any further Series or Class that may from time to time be established and
designated by the Trustees shall (unless the Trustees otherwise determine with
respect to some further Series or Class at the time of establishing and
designating the same) have the following relative rights and
preferences:
(a)
Assets Belonging to
Series All consideration received by the Trust for the issuance or sale
of Shares of a particular Series or Class, 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
irrevocably belong to that Series or Class for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of account of the
Trust. Such consideration, assets, income, earnings, profits and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds, in whatever form the same may be, together with
any General Items allocated to that Series or Class as provided in the following
sentence, are herein referred to as "assets belonging to" that Series or
Class. In the event that there are any assets, income, earnings,
profits, and proceeds thereof, funds, or payments which are not readily
identifiable as belonging to any particular Series or Class (collectively
"General Items"), the Trustees shall allocate such General Items to and among
any one or more of the Series or Classes established and designated from time to
time in such manner and on such basis as they, in their sole discretion, deem
fair and equitable; and any General Items so allocated to a particular Series or
Class shall belong to that Series or Class. Each such allocation by
the Trustees shall be conclusive and binding upon the Shareholders of all Series
and Classes for all purposes.
The Trustees shall have full discretion,
to the extent not inconsistent with the 1940 Act, to determine which items shall
be treated as income and which items as capital; and each such determination and
allocation shall be conclusive and binding upon the
Shareholders.
(b)
Liabilities Belonging to
Series The assets belonging to each particular Series and Class thereof
shall be charged with the liabilities of the Trust in respect of that Series or
Class and all expenses, costs, charges and reserves attributable to that Series
or Class, and any general liabilities, expenses, costs, charges or reserves of
the Trust which are not readily identifiable as belonging to any particular
Series or Class shall be allocated and charged by the Trustees to and among any
one or more of the Series and Classes established and designated from time to
time in such manner and on such basis as the Trustees in their sole discretion
deem fair and equitable. The liabilities, expenses, costs, charges
and reserves allocated and so charged to a Series or Class are herein referred
to as "liabilities belonging to" that Series or Class and shall be payable
solely out of the assets of that Series or Class. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all Series for all
purposes.
-10-
(c)
Dividends Dividends
and distributions on Shares of a particular Series may be paid with such
frequency as the Trustees may determine, which may be daily or otherwise
pursuant to a standing resolution or resolutions adopted only once or with such
frequency as the Trustees may determine, to the holders of Shares of that
Series, from such of the estimated income and capital gains, accrued or
realized, from the assets belonging to that Series, as the Trustees may
determine, after providing for actual and accrued liabilities belonging to that
Series. All dividends and distributions on Shares of a particular
Series shall be distributed pro rata to the holders of that Series in proportion
to the number of Shares of that Series held by such holders at the date and time
of record established for the payment of such dividends or distributions, except
that in connection with any dividend or distribution program or procedure the
Trustees may determine that no dividend or distribution shall be payable on
Shares as to which the Shareholder's purchase order and/or payment have not been
received by the time or times established by the Trustees under such program or
procedure, and except that if Classes have been established for any Series, the
rate of dividends or distributions may vary among such Class pursuant to
resolution, which may be a standing resolution, of the Board of
Trustees. Such dividends and distributions may be made in cash or
Shares or a combination thereof as determined by the Trustees or pursuant to any
program that the Trustees may have in effect at the time for the election by
each Shareholder of the mode of the making of such dividend or distribution to
that Shareholder. Any such dividend or distribution paid in Shares
will be paid at the net asset value thereof as determined in accordance with
subsection (h) of Section 4.2.
The Trust intends to qualify each Series
as a "regulated investment company" under the Internal Revenue Code of 1986 (the
“Code”), as amended, or any successor or comparable statute thereto, and
regulations promulgated thereunder. Inasmuch as the computation of
net income and gains for federal income tax purposes may vary from the
computation thereof on the books of the Trust, the Board of Trustees shall have
the power, in its sole discretion, to distribute in any fiscal year as
dividends, including dividends designated in whole or in part as capital gains
distributions, amounts sufficient, in the opinion of the Board of Trustees, to
enable each Series to qualify as a regulated investment company and to avoid
liability of the Series for federal income tax in respect of that
year. However, nothing in the foregoing shall limit the authority of
the Board of Trustees to make distributions greater than or less than the amount
necessary to qualify as a regulated investment company and to avoid liability of
each Series for such tax.
No dividend or distribution (including,
without limitation, any distribution paid upon termination of the Trust or of
any series) with respect to, nor any redemption or repurchase of, the Shares of
any series (or of any class) shall be effected by the Trust other than from the
assets of such series (or of the series of which such class is a
part).
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(d)
Liquidation In event
of the liquidation or dissolution of any Series or Class of the Trust, the
Shareholders of each such Series or Class shall be entitled to receive, as a
Series or Class, when and as declared by the Trustees, the excess of the assets
belonging to that Series or Class over the liabilities belonging to that Series
or Class. The assets so distributable to the Shareholders of any
particular Series or Class shall be distributed among such Shareholders in
proportion to the number of Shares of that Series or Class held by them and
recorded on the books of the Trust. The liquidation of any particular
Series or Class may be authorized by vote of a majority of the Trustees then in
office.
(e)
Voting All Shares
shall have "equal voting rights" as such term is defined in the Investment
Company Act of 1940 and except as otherwise provided by that Act or rules,
regulations or orders promulgated thereunder. 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. Notwithstanding any other provision of this Declaration of
Trust, on any matter submitted to a vote of Shareholders, all Shares of the
Trust then entitled to vote shall be voted in the aggregate as a single class
without regard to series or class except (1) when required by the 1940 Act or
when the Trustees shall have determined that the matter affects one or more
series or classes materially differently, Shares shall be voted by individual
Series or Class; and (2) when the Trustees have determined that the matter
affects only the interests of one or more Series or Classes, then only
Shareholders of such Series or Classes shall be entitled to vote
thereon.
(f)
Redemption by
Shareholder Each holder of Shares of a particular Series or Class shall
have the right at such times as may be permitted by the Trust, but no less
frequently than once each week, to require the Trust to redeem all or any part
of his Shares of that Series or Class at a redemption price equal to the net
asset value per Share of that Series or Class next determined in accordance with
subsection (h) of this Section 4.2 after the Shares are properly tendered for
redemption. Payment of the redemption price shall be in cash;
provided, however, that if the Trustees determine, which determination shall be
conclusive, that conditions exist which make payment wholly in cash unwise or
undesirable, the Trust may make payment wholly or partly in securities or other
assets belonging to the Series or Class of which the Shares being redeemed are
part at the value of such securities or assets used in such determination of net
asset value.
Notwithstanding the foregoing, the Trust
may postpone payment of the redemption price and may suspend the right of the
holders of Shares of any Series to require the Trust to redeem Shares of that
Series during any period or at any time when and to the extent permissible under
the 1940 Act, and such redemption is conditioned upon the Trust having funds or
property legally available therefor.
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(g)
Redemption by Trust
Each Share of each Series or Class that has been established and designated is
subject to redemption by the Trust at the redemption price which would be
applicable if such Share was then being redeemed by the Shareholder pursuant to
subsection (f) of this Section 4.2:(a) at any time, if the Trustees determine in
their sole discretion that failure to so redeem may have materially adverse
consequences to all or any of the holders of the Shares, or any Series or Class
thereof, of the Trust, or (b) upon such other conditions as may from time to
time be determined by the Trustees and set forth in the then current Prospectus
of the Trust with respect to maintenance of Shareholder accounts of a minimum
amount. Upon such redemption the holders of the Shares so redeemed
shall have no further right with respect thereto other than to receive payment
of such redemption price.
(h)
Net Asset Value The
net asset value per Share of any Series or Class shall be the quotient obtained
by dividing the value of the net assets of that Series or Class (being the value
of the assets belonging to that Series or Class less the liabilities belonging
to that Series or Class) by the total number of Shares of that Series or Class
outstanding, all determined in accordance with the methods and procedures,
including without limitation those with respect to rounding, established by the
Trustees from time to time. Net asset value shall be determined
separately for each Class of a Series.
The Trustees, or any officer or officers
or agent of the Trust designated for this purpose by the Trustees, may determine
to maintain the net asset value per Share of any Series or Class at a designated
constant dollar amount and in connection therewith may adopt procedures not
inconsistent with the 1940 Act for the continuing declarations of income
attributable to that Series or Class as dividends payable in additional Shares
of that Series or Class at the designated constant dollar amount and for the
handling of any losses attributable to that Series or Class. Such
procedures may provide that in the event of any loss each Shareholder shall be
deemed to have contributed to the capital of the Trust attributable to that
Series or Class his pro rata portion of the total number of Shares required to
be canceled in order to permit the net asset value per Share of that Series or
Class to be maintained, after reflecting such loss, at the designated constant
dollar amount. Each Shareholder of the Trust shall be deemed to have
agreed, by investing in any Series with respect to which the Trustees shall have
adopted any such procedure, to make the contribution referred to in the
preceding sentence in the event of any such loss.
(i)
Transfer All Shares
of each particular Series or Class shall be transferable, but transfers of
Shares of a particular Series or Class will be recorded on the Share transfer
records of the Trust applicable to that Series or Class only at such times as
Shareholders shall have the right to require the Trust to redeem Shares of that
Series or Class and at such other times as may be permitted by the
Trustees.
(j)
Equality All Shares
of each particular Series shall represent an equal proportionate interest in the
assets belonging to that Series (subject to the liabilities belonging to that
Series), and each Share of any particular Series shall be equal to each other
Share of that Series; but the provisions of this sentence shall not restrict any
distinctions permissible under this Section 4.2 that may exist with respect to a
Class of the same Series. The Trustees may from time to time divide
or combine the Shares of any particular Series or Class into a greater or lesser
number of Shares of that Series or Class without thereby changing the
proportionate beneficial interest in the assets belonging to that Series or
Class or in any way affecting the rights of Shares of any other Series or
Class.
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(k)
Fractions Any
fractional Share of any Series or Class, if any such fractional Share is
outstanding, shall carry proportionately all the rights and obligations of a
whole Share of that Series or Class, including with respect to voting, receipt
of dividends and distributions, redemption of Shares, and liquidation of the
Trust.
(l)
Conversion Rights
Subject to compliance with the requirements of the 1940 Act, the Trustees shall
have the authority to provide that holders of Shares of any Series or Class
shall have the right to convert said Shares into Shares of one or more other
Series or Classes in accordance with such requirements and procedures as may be
established by the Trustees.
Section 4.3. Ownership of Shares
The ownership of Shares shall be recorded on the books of the Trust or of a
transfer or similar agent for the Trust, which books shall be maintained
separately for the Shares of each Series and Class that has been established and
designated. No certificates certifying the ownership of Shares need
be issued except as the Trustees may otherwise determine from time to
time. The Trustees may make such rules as they consider appropriate
for the issuance of Share certificates, the use of facsimile signatures, the
transfer of Shares and similar matters. The record books of the Trust
as kept by the Trust or any transfer or similar agent, as the case may be, shall
be conclusive as to who are the Shareholders and as to the number of Shares of
each Series and Class held from time to time by each such
Shareholder.
Section 4.4. Investments in the
Trust The Trustees may accept investments in the Trust from such persons
and on such terms and for such consideration, not inconsistent with the
provisions of the 1940 Act, as they from time to time authorize. The
Trustees may authorize any distributor, principal underwriter, custodian,
transfer agent or other person to accept orders for the purchase of Shares that
conform to such authorized terms and to reject any purchase orders for Shares
whether or not conforming to such authorized terms.
Section 4.5. No Preemptive
Rights Shareholders shall have no preemptive or other right to
receive, purchase or subscribe for any additional Shares or other securities
issued by the Trust. No action may be brought by a Shareholder on
behalf of the Trust unless a prior demand regarding such matter has been made on
the Trustees and Shareholders of the Trust.
Section 4.6. Status of Shares and
Limitation of Personal Liability Shares shall be deemed to be personal
property giving only the rights provided in this instrument. Every
Shareholder by virtue of having become a Shareholder shall be held to have
expressly assented and agreed to the terms hereof and to have
become a party hereto. The death of a Shareholder during
the continuance of the Trust shall not operate to terminate the Trust nor
entitle the representative of any deceased Shareholder to an accounting or to
take any action in court or elsewhere against the Trust or the Trustees, but
only to the rights of said decedent under this Trust. Ownership of
Shares shall not entitle the Shareholder to any title in or to the whole or any
part of the Trust property or right to call for a partition or division of the
same or for an accounting, nor shall the ownership of Shares constitute the
Shareholders partners. Neither the Trust nor the Trustees, nor any
officer, employee or agent of the Trust shall have any power to bind personally
any Shareholder, nor except as specifically provided herein to call upon any
Shareholder for the payment of any sum of money or assessment whatsoever other
than such as the Shareholder may at any time personally agree to
pay.
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ARTICLE
V
SHAREHOLDERS'
VOTING POWERS AND MEETINGS
Section 5.1. Voting
Powers The Shareholders shall have power to vote only (i) for
the election or removal of Trustees as provided in Section 3.1, (ii) with
respect to any contract with a Contracting Party as provided in Section 3.3 as
to which Shareholder approval is required by the 1940 Act, (iii) with respect to
any termination or reorganization of the Trust or any Series to the extent and
as provided in Sections 7.1 and 7.2, (iv) with respect to any amendment of this
Declaration of Trust to the extent and as provided in Section 7.3, (v) to the
same extent as the stockholders of an Ohio business corporation as to whether or
not a court action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the Trust or the
Shareholders, and (vi) with respect to such additional matters relating to the
Trust as may be required by the 1940 Act, this Declaration of Trust, the By-Laws
or any registration of the Trust with the Commission (or any successor agency)
or any state, or as the Trustees may consider necessary or
desirable. There shall be no cumulative voting in the election of any
Trustee or Trustees. Shares may be voted in person or by
proxy. A proxy with respect to Shares held in the name of two or more
persons shall be valid if executed by any one of them unless at or prior to
exercise of the proxy the Trust receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by
or on behalf of a Shareholder shall be deemed valid unless challenged at or
prior to its exercise and the burden of proving invalidity shall rest on the
challenger. Until Shares are then issued and outstanding, the
Trustees may exercise all rights of Shareholders and may take any action
required by law, this Declaration of Trust or the By-Laws to be taken by
Shareholders.
Section 5.2. Meetings Meetings
(including meetings involving only the holders of Shares of one or more but less
than all Series or Classes) of Shareholders may be called by the Trustees from
time to time for the purpose of taking action upon any matter requiring the vote
or authority of the Shareholders as herein provided or upon any other matter
deemed by the Trustees to be necessary or desirable. Written notice
of any meeting of Shareholders shall be given or caused to be given by the
Trustees by mailing such notice at least seven days before such meeting, postage
prepaid, stating the time, place and purpose of the meeting, to each Shareholder
at the Shareholder's address as it appears on the records of the
Trust. If the Trustees shall fail to call or give notice of any
meeting of Shareholders (including a meeting involving only the holders of
Shares of one or more but less than all Series or Classes) for a period of 30
days after written application by Shareholders holding at least 25% of the
Shares then outstanding requesting a meeting be called for any other purpose
requiring action by the Shareholders as provided herein or in the By-Laws, then
Shareholders holding at least 25% of the Shares then outstanding may call and
give notice of such meeting, and thereupon the meeting shall be held in the
manner provided for herein in case of call thereof by the Trustees.
Section 5.3. Record Dates For the
purpose of determining the Shareholders who are entitled to vote or act at any
meeting or any adjournment thereof, or who are entitled to participate in any
dividend or distribution, or for the purpose of any other action, the Trustees
may from time to time close the transfer books for such period, not exceeding 30
days (except at or in connection with the termination of the Trust), as the
Trustees may determine; or without closing the transfer books the Trustees may
fix a date and time not more than 60 days prior to the date of any meeting of
Shareholders or other action as the date and time of record for the
determination of Shareholders entitled to vote at such meeting or any
adjournment thereof or to be treated as Shareholders of record for purposes of
such other action, and any Shareholder who was a Shareholder at the date and
time so fixed shall be entitled to vote at such meeting or any adjournment
thereof or (subject to any provisions permissible under subsection (c) of
Section 4.2 with respect to dividends or distributions on Shares that have not
been ordered and/or paid for by the time or times established by the Trustees
under the applicable dividend or distribution program or procedure then in
effect) to be treated as a Shareholder of record for purposes of such other
action, even though the shareholder has since that date and time disposed of its
Shares, and no Shareholder becoming such after that date and time shall be so
entitled to vote at such meeting or any adjournment thereof or to be treated as
a Shareholder of record for purposes of such other action.
-15-
Section 5.4. Quorum and Required
Vote A majority of Shares entitled to vote shall be a quorum for the
transaction of business at a Shareholders' meeting, except that where any
provision of law or of this Declaration of Trust permits or requires that
holders of any Series or Class thereof shall vote as a Series or Class, then a
majority of the aggregate number of Shares of that Series or Class thereof
entitled to vote shall be necessary to constitute a quorum for the transaction
of business by that Series or Class. The vote of a majority of shares
present, with or without a quorum, shall be sufficient for
adjournments. Any adjourned session or sessions may be held, within a
reasonable time after the date set for the original meeting, without the
necessity of further notice. Except when a different vote is required
or permitted by any provision of this Declaration of Trust, the By-Laws or any
provision of law, a majority of the Shares voted, at a meeting at which a quorum
is present, shall decide any questions and a plurality shall elect a Trustee,
provided that where any provision of law or of this Declaration of Trust permits
or requires that the holders of any Series or Class shall vote as a Series or
Class, then a majority of the Shares of that Series or Class voted on the matter
(or a plurality with respect to the election of a Trustee) shall decide that
matter insofar as that Series or Class is concerned.
Section 5.5. Action by Written
Consent Subject to the provisions of the 1940 Act and other applicable
law, any action taken by Shareholders may be taken without a meeting if a
majority of Shareholders entitled to vote on the matter (or such other
proportion thereof as shall be required by the 1940 Act or by any express
provision of this Declaration of Trust or the By-Laws) consent to the action in
writing and such written consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as a
vote taken at a meeting of Shareholders.
Section 5.6. Inspection of Records
The records of the Trust shall be open to inspection by Shareholders to the same
extent as is permitted stockholders of an Ohio corporation under the Ohio
General Corporation Law.
Section 5.7. Additional Provisions
The By-Laws may include further provisions for Shareholders' votes and meetings
and related matters not inconsistent with the provisions hereof.
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ARTICLE
VI
LIMITATION
OF LIABILITY; INDEMNIFICATION
Section 6.1. Trustees, Shareholders, etc.
Not Personally Liable; Notice All persons extending credit to,
contracting with or having any claim against any Series of the Trust (or the
Trust on behalf of any Series) shall look only to the assets of that Series for
payment under such credit, contract or claim; and neither the Shareholders nor
the Trustees, nor any of the Trust's officers, employees or agents, whether
past, present or future, shall be personally liable therefor. Every
note, bond, contract, instrument, certificate or undertaking and every other act
or thing whatsoever executed or done by or on behalf of the Trust or the
Trustees or any of them in connection with the Trust shall be conclusively
deemed to have been executed or done only by or for the Trust or the Trustees
and not personally. Nothing in this Declaration of Trust shall
protect any Trustee or officer against any liability to the Trust or the
Shareholders to which such Trustee or officer would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of the office of Trustee or of such
officer.
Every note, bond, contract, instrument,
certificate or undertaking made or issued by the Trustees or by any officers or
officer shall give notice that this Declaration of Trust is on file with the
Secretary of the State of Ohio and shall recite to the effect that the same was
executed or made by or on behalf of the Trust or by them as Trustees or Trustee
or as officers or officer and not individually and that the obligations of such
instrument are not binding upon any of them or the Shareholders individually but
are binding only upon the assets and property of the Trust, and may contain such
further recital as he or she or they may deem appropriate, but the omission
thereof shall not operate to bind any Trustees or Trustee or officers or officer
or Shareholders or Shareholder individually.
Section 6.2. Trustee's Good Faith Action;
Expert Advice; No Bond or Surety The exercise by the Trustees of their
powers and discretions hereunder shall be binding upon everyone
interested. A Trustee shall be liable for his own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and for nothing else, and
shall not be liable for errors of judgment or mistakes of fact or
law. Subject to the foregoing, (a) the Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any officer,
agent, employee, consultant, adviser, administrator, distributor or principal
underwriter, custodian or transfer, dividend disbursing, Shareholder servicing
or accounting agent of the Trust, nor shall any Trustee be responsible for the
act or omission of any other Trustee; (b) the Trustees may take advice of
counsel or other experts with respect to the meaning and operation of this
Declaration of Trust and their duties as Trustees, and shall be under no
liability for any act or omission in accordance with such advice or for failing
to follow such advice; and (c) in discharging their duties, the Trustees, when
acting in good faith, shall be entitled to rely upon the books of account of the
Trust and upon written reports made to the Trustees by any officer appointed by
them, any independent public accountant, and (with respect to the subject matter
of the contract involved) any officer, partner or responsible employee of a
Contracting Party appointed by the Trustees pursuant to Section
3.3. The Trustees as such shall not be required to give any bond or
surety or any other security for the performance of their
duties. Nothing stated herein is intended to detract from the
protection accorded to Trustees by Ohio Revised Code Sections 1746.08 and
1701.59, as amended from time to time.
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Section 6.3. Indemnification of
Shareholders In case any Shareholder or former Shareholder shall be
charged or held to be personally liable for any obligation or liability of the
Trust solely by reason of being or having been a Shareholder and not because of
such Shareholder's acts or omissions or for some other reason, the
Trust (upon proper and timely request by the Shareholder) shall assume the
defense against such charge and satisfy any judgment thereon, and the
Shareholder or former Shareholder (or his heirs, executors, administrators or
other legal representatives or in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled out of the assets of the
Trust estate to be held harmless from and indemnified against all loss and
expense arising from such liability, but only out of the assets of the
particular series of Shares of which he or she is or was a Shareholder; provided
that, in the event the Trust shall consist of more than one Series, Shareholders
of a particular Series that are faced with claims or liabilities solely by
reason of their status as Shareholders of that Series shall be limited to the
assets of that Series for recovery of such loss and related
expenses. The rights accruing to a Shareholder under this Section 6.3
shall not exclude any other right to which such Shareholder may be lawfully
entitled, nor shall anything herein contained restrict the right of the Trust to
indemnify or reimburse a Shareholder in any appropriate situation even though
not specifically provided herein.
Section 6.4. Indemnification of Trustees,
Officers, etc. Subject to and
except as otherwise provided in the Securities Act of 1933, as amended, and the
1940 Act, the Trust shall indemnify each of its past, present and future
Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise (hereinafter referred to as
a "Covered Person") against all liabilities, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and expenses, including reasonable accountants' and counsel fees,
incurred by any Covered Person in connection with the defense or disposition of
any action, suit or other proceeding, whether civil, criminal, administrative or
investigative, and any appeal therefrom, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, director or trustee, and except that no Covered
Person shall be indemnified against any liability to the Trust or its
Shareholders to which such Covered Person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.
Section 6.5. Advances of Expenses
The Trust shall advance attorneys' fees or other expenses incurred by a Covered
Person in defending a proceeding to the full extent permitted by the Securities
Act of 1933, as amended, the 1940 Act, and Ohio Revised Code Chapter 1707, as
amended. In the event any of these laws conflict with Ohio Revised
Code Section 1701.13(E), as amended, these laws, and not Ohio Revised Code
Section 1701.13(E), shall govern.
Section 6.6. Indemnification Not
Exclusive, etc. The right of
indemnification provided by this Article VI shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. As
used in this Article VI, "Covered Person" shall include such person's heirs,
executors and administrators. Nothing contained in this article shall
affect any rights to indemnification to which personnel of the Trust, other than
Trustees and officers, and other persons may be entitled by contract or
otherwise under law, nor the power of the Trust to purchase and maintain
liability insurance on behalf of any such person.
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Section 6.7. Liability of Third Persons
Dealing with Trustees No person dealing with the Trustees shall be bound
to make any inquiry concerning the validity of any transaction made or to be
made by the Trustees or to see to the application of any payments made or
property transferred to the Trust or upon its order.
ARTICLE
VII
MISCELLANEOUS
Section 7.1. Duration and Termination of
Trust Unless terminated as provided herein, the Trust shall continue
without limitation of time. The Trust may be terminated at any time
by a majority of the Trustees then in office.
Upon termination of the Trust or of any
one or more Series, after paying or otherwise providing for all charges, taxes,
expenses and liabilities, whether due or accrued or anticipated as may be
determined by the Trustees, the Trust shall in accordance with such procedures
as the Trustees consider appropriate reduce the remaining assets to
distributable form in cash, securities or other property, or any combination
thereof, and distribute the proceeds to the Shareholders, in conformity with the
provisions of subsection (d) of Section 4.2.
Section 7.2. Reorganization The
Trustees may sell, convey and transfer the assets of the Trust, or the assets
belonging to any one or more Series, to another trust, partnership, association
or corporation organized under the laws of any state of the United States, or to
the Trust to be held as assets belonging to another Series of the Trust, in
exchange for cash, shares or other securities (including, in the case of a
transfer to another Series of the Trust, Shares of such other Series) with such
transfer being made subject to, or with the assumption by the transferee of, the
liabilities belonging to each Series the assets of which are so transferred;
provided, however, that if shareholder approval is required by the 1940 Act, no
assets belonging to any particular Series shall be so transferred unless the
terms of such transfer shall have first been approved at a meeting called for
the purpose by the affirmative vote of the holders of a majority of the
outstanding voting Shares, as defined in the 1940 Act, of that
Series. Following such transfer, the Trustees shall distribute such
cash, shares or other securities (giving due effect to the assets and
liabilities belonging to and any other differences among the various Series the
assets belonging to which have so been transferred) among the Shareholders of
the Series the assets belonging to which have been so transferred; and if all of
the assets of the Trust have been so transferred, the Trust shall be
terminated.
Section 7.3. Amendments All rights
granted to the Shareholders under this Declaration of Trust are granted subject
to the reservation of the right to amend this Declaration of Trust as herein
provided, except that no amendment shall repeal the limitations on personal
liability of any Shareholder or Trustee or repeal the prohibition of assessment
upon the Shareholders without the express consent of each Shareholder or Trustee
involved. Subject to the foregoing, the provisions of this
Declaration of Trust (whether or not related to the rights of Shareholders) may
be amended at any time so long as such amendment does not adversely affect the
rights of any Shareholder with respect to which such amendment is or purports to
be applicable and so long as such amendment is not in contravention of
applicable law, including the 1940 Act, by an instrument in writing signed by a
majority of the then Trustees (or by an officer of the Trust pursuant to the
vote of a majority of such Trustees). Except as provided in the first
sentence of this Section 7, any amendment to this Declaration of Trust that
adversely affects the rights of Shareholders may be adopted at any time by an
instrument signed in writing by a majority of the then Trustees (or by an
officer of the Trust pursuant to the vote of a majority of such Trustees) when
authorized to do so by the vote in accordance with subsection (e) of Section 4.2
of Shareholders holding a majority of the Shares entitled to vote; (a "Majority
Shareholder Vote"); provided, however, than an amendment that shall affect the
Shareholders of one or more Series (or of one or more Classes), but not the
Shareholders of all outstanding Series (or Classes), shall be authorized by a
Majority Shareholder Vote of each Series (or Class, as the case may be)
affected, and no vote of a Series (or Class) not affected shall be
required. Subject to the foregoing, any such amendment shall be
effective as provided in the instrument containing the terms of such amendment
or, if there is no provision therein with respect to effectiveness, upon the
execution of such instrument and of a certificate (which may be a part of such
instrument) executed by a Trustee or officer to the effect that such amendment
has been duly adopted. Copies of the amendment to this Declaration of
Trust shall be filed as specified in Section 7.4. A restated
Declaration of Trust, integrating into a single instrument all of the provisions
of the Declaration of Trust which are then in effect and operative, may be
executed from time to time by a majority of the then Trustees (or by an officer
of the Trust pursuant to the vote of a majority of such Trustees) and shall be
effective upon filing as specified in Section 7.4.
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Section 7.4. Filing of Copies;
References; Headings The original or a copy of this instrument and of
each amendment hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument and of each
amendment hereto shall be filed by the Trust with the Secretary of the State of
Ohio, as well as any other governmental office where such filing may from time
to time be required, but the failure to make any such filing shall not impair
the effectiveness of this instrument or any such amendment. Anyone
dealing with the Trust may rely on a certificate by an officer of the Trust as
to whether or not any such amendments have been made, as to the identities of
the Trustees and officers, and as to any matters in connection with the Trust
hereunder; and, with the same effect as if it were the original, may rely on a
copy certified by an officer of the Trust to be a copy of this instrument or of
any such amendments. In this instrument and in any such amendment,
references to this instrument, and all expressions like "herein", "hereof" and
"hereunder" shall be deemed to refer to this instrument as a whole as the same
may be amended or affected by any such amendments. The masculine
gender shall include the feminine and neuter
genders. Headings are placed herein for convenience of reference only
and shall not be taken as a part hereof or control or affect the meaning,
construction or effect of this instrument. This instrument may be
executed in any number of counterparts each of which shall be deemed an
original.
Section 7.5. Applicable Law This
Trust is an Ohio business trust, and it is created under and is to be governed
by and construed and administered according to the laws of said State, including
the Ohio General Corporation Law as the same may be amended from time to time,
but the reference to said Corporation Law is not intended to give the Trust, the
Trustees, the Shareholders or any other person any right, power, authority or
responsibility available only to or in connection with an entity organized in
corporate form. The Trust shall be of the type referred to in Section
1746.01 of the Ohio Revised Code, and without limiting the provisions hereof,
the Trust may exercise all powers which are ordinarily exercised by such a
trust.
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IN WITNESS WHEREOF, the undersigned has
hereunto set his hand for himself and his assigns, as of the day and year first
above written.
__/s/ ▇▇▇▇▇▇ ▇.
Hopkins__
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
STATE OF _Arkansas_____________
|
)
|
|
) ss:
|
|
|
COUNTY OF _Pulaski
____________
|
)
|
Before me, a Notary Public in and for
said county and state, personally appeared the above named ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
who acknowledged that he did sign the foregoing instrument and that the same is
their free act and deed.
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal on this 5th day of November,
2009.
__/s/ Christie
Reed_____
Notary
Public
My Commission Expires: _August 11,
2013____
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ACCEPTANCE
OF TRUST
As contemplated in Section 3.1 of the
Agreement and Declaration of Trust of Natural State Funds, the undersigned
accepts his designation as a Trustee of said Trust and agrees to the provisions
of said Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the undersigned has
set his hand on the date set opposite his signature.
__/s/ ▇▇▇▇▇▇ ▇.
Hopkins__
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
STATE OF _Arkansas_____________
|
)
|
|
) ss:
|
|
|
COUNTY OF _Pulaski
____________
|
)
|
Before me, a Notary Public in and for
said county and state, personally appeared the above named ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
who acknowledged that he did sign the foregoing instrument and that the same is
their free act and deed.
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal on this 5th day of November,
2009.
__/s/ Christie
Reed_____
Notary
Public
My Commission Expires: _August 11,
2013____
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