NAME OF REGISTRANT:
FRANKLIN GLOBAL TRUST
File No. 811 10157
EXHIBIT ITEM: Copies of any material amendments to the registrant's
charter or by-laws
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
of
FRANKLIN GLOBAL TRUST
a Delaware Statutory Trust
(Original Agreement and Declaration of Trust was adopted September 26, 2000;
Amended and Restated Agreement and Declaration of Trust was
adopted May 21, 2007;
current Amended and Restated Agreement and Declaration of Trust
adopted May 18, 2018.)
TABLE OF CONTENTS
Page
Article I NAME; OFFICES; REGISTERED AGENT; DEFINITIONS 1
Section 1. Name 1
Section 2. Offices of the Trust 2
Section 3. Registered Agent and Registered Office 2
Section 4. Definitions 2
Article II PURPOSE OF TRUST 4
Article III SHARES 7
Section 1. Division of Beneficial Interest 7
Section 2. Ownership of Shares 9
Section 3. Sale of Shares 9
Section 4. Status of Shares and Limitation of Personal Liability 9
Section 5. Power of Board of Trustees to Make Tax Status Election 10
Section 6. Establishment and Designation of Series and Classes 10
Section 7. Indemnification of Shareholders 14
Article IV THE BOARD OF TRUSTEES 14
Section 1. Number, Election, Term, Removal and Resignation 14
Section 2. Trustee Action by Written Consent Without a Meeting 15
Section 3. Powers; Other Business Interests; Quorum and Required Vote 15
Section 4. Payment of Expenses by the Trust 18
Section 5. Payment of Expenses by Shareholders 18
Section 6. Ownership of Trust Property 18
Section 7. Service Contracts 18
Article V SHAREHOLDERS' VOTING POWERS AND MEETINGS 20
Section 1. Voting Powers 20
Section 2. Quorum and Required Vote 20
Section 3. Shareholder Action by Written Consent Without a Meeting 20
Section 4. Record Dates 21
Section 5. Additional Provisions 22
Article VI NET ASSET VALUE; DISTRIBUTIONS; REDEMPTIONS; TRANSFERS 22
Section 1. Determination of Net Asset Value, Net Income and Distributions 22
Section 2. Redemptions at the Option of a Shareholder 24
Section 3. Redemptions at the Option of the Trust 26
Section 4. Transfer of Shares 26
Article VII LIMITATION OF LIABILITY AND INDEMNIFICATION OF AGENT 26
Section 1. Limitation of Liability 26
Section 2. Indemnification 27
Section 3. Insurance 29
Section 4. Derivative Actions 29
Section 5. Jurisdiction and Waiver of Jury Trial 30
Article VIII CERTAIN TRANSACTIONS 30
Section 1. Dissolution of Trust or Series 30
Section 2. Merger or Consolidation; Conversion; Reorganization 31
Section 3. Master Feeder Structure 33
Section 4. Absence of Appraisal or Dissenters' Rights 33
Article IX AMENDMENTS 34
Section 1. Amendments Generally 34
Article X MISCELLANEOUS 34
Section 1. References; Headings; Counterparts 34
Section 2. Applicable Law 34
Section 3. Provisions in Conflict with Law or Regulations 35
Section 4. Statutory Trust Only 35
Section 5. Use of the Names "Franklin," "▇▇▇▇▇▇▇▇▇," "Fiduciary Trust,"
and/or "Institutional Fiduciary Trust" 35
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
FRANKLIN GLOBAL TRUST
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of
this 18th day of May, 2018, by the Trustees hereunder.
WITNESSETH:
WHEREAS Franklin Global Trust (the "Trust") was formed on
September 26, 2000 under the name "Franklin Global Trust" by its
Trustees by the filing of the Certificate of Trust with the
Office of the Secretary of State of the State of Delaware pursuant
to an Agreement and Declaration of Trust dated as of
September 26, 2000 (the "Original Declaration of Trust"); and
WHEREAS this Trust has been formed to carry on the business of
an open-end management investment company as defined in the 1940 Act; and
WHEREAS this Trust is authorized to divide its Shares into two or more
Classes, to issue its Shares in separate Series, to divide Shares of
any Series into two or more Classes and to issue Classes of the Trust
or the Series, if any, all in accordance with the provisions
hereinafter set forth; and
WHEREAS the Trustees have agreed to manage all property coming into
their hands as trustees of a Delaware statutory trust in accordance
with the provisions of the Delaware Statutory Trust Act, as amended
from time to time, and the provisions hereinafter set forth;
NOW, THEREFORE, the Trustees hereby declare that:
(i) all cash, securities and other assets that the Trust
may from time to time acquire in any manner shall be managed
and disposed of upon the following terms and conditions as
hereinafter set forth; and
(ii) this Declaration of Trust and the By-Laws shall be
binding in accordance with their terms on every Trustee, by
virtue of having become a Trustee of the Trust, and on every
Shareholder, by virtue of having become a Shareholder of the Trust,
pursuant to the terms of this Declaration of Trust and the By-Laws.
ARTICLE I
NAME; OFFICES; REGISTERED AGENT; DEFINITIONS
Section 1. Name. This Trust shall be known as "Franklin Global Trust"
and the Board of Trustees shall conduct the business of the Trust under
that name, or any other name as it may from time to time designate.
The Trustees may, without Shareholder approval, change the name of the
Trust or any Series or Class. Any name change of any Series or Class
shall become effective upon approval by the Trustees of such change or
any document (including any registration statement) reflecting such
change, or at such later time as may be approved by the Trustees.
Any name change of the Trust shall become effective upon the filing
of a certificate of amendment under the DSTA reflecting such change,
or at such later time specified in such certificate of amendment.
Any such action shall have the status of an amendment to this
Declaration of Trust. In the event of any name change, the Trustees
shall cause notice to be given to the affected Shareholders within a
reasonable time after the implementation of such change, which notice
will be deemed given if the changed name is reflected in any registration
statement. The Trust shall constitute a Delaware statutory trust in
accordance with the DSTA.
Section 2. Offices of the Trust. The Board may at any time establish
offices of the Trust at any place or places where the Trust intends
to do business.
Section 3. Registered Agent and Registered Office. The name of
the registered agent of the Trust and the address of the registered
office of the Trust are as set forth in the Trust's Certificate of Trust.
Section 4. Definitions.
Whenever used herein, unless otherwise required by the context or
specifically provided:
(a) "1940 Act" shall mean the Investment Company Act of 1940
and the rules and regulations thereunder, all as adopted or
amended from time to time;
(b) "Affiliate" shall have the same meaning as "affiliated person"
as such term is defined in the 1940 Act when used with reference to a
specified Person, as defined below.
(c) "Board of Trustees" shall mean the governing body of the Trust,
that is comprised of the number of Trustees of the Trust fixed from
time to time pursuant to Article IV hereof, having the powers and
duties set forth herein;
(d) "By-Laws" shall mean By-Laws of the Trust, as amended,
restated or supplemented from time to time in accordance with
Article VIII therein. Such By-Laws may contain any provision not
inconsistent with applicable law or this Declaration of Trust,
relating to the governance of the Trust;
(e) "Certificate of Trust" shall mean the certificate of trust
of the Trust filed with the office of the Secretary of State of the
State of Delaware as required under the DSTA to form the Trust,
as such certificate shall be amended, restated or supplemented
from time to time and filed with such office;
(f) "Class" shall mean each class of Shares of the Trust or
of a Series of the Trust established and designated under and in accordance
with the provisions of Article III hereof;
(g) "Code" shall mean the Internal Revenue Code of 1986 and the rules
and regulations thereunder, all as adopted or amended from time to time;
(h) "Commission" shall have the meaning given that term in the 1940 Act;
(i) "DSTA" shall mean the Delaware Statutory Trust Act
(12 Del. C. 3801, et seq.), as amended from time to time;
(j) "Declaration of Trust" shall mean this Amended and
Restated Agreement and Declaration of Trust, as amended,
restated or supplemented from time to time;
(k) "General Liabilities" shall have the meaning given
it in Article III, Section 6(b) of this Declaration of Trust;
(l) "Interested Person" shall have the meaning given
that term in the 1940 Act;
(m) "Investment Adviser" or "Adviser" shall mean a Person,
as defined below, furnishing services to the Trust pursuant to
any investment advisory or investment management contract
described in Article IV, Section 7(a) hereof;
(n) "National Financial Emergency" shall mean the whole or
any part of any period during (i) which an emergency exists as a
result of which disposal by the Trust of securities or other assets
owned by the Trust is not reasonably practicable; (ii) which it is
not reasonably practicable for the Trust fairly to determine the net
asset value of its assets; or (iii) such other period as the
Commission may by order permit for the protection of investors;
(o) "Person" shall mean a natural person, partnership, limited
partnership, limited liability company, trust, estate, association,
corporation, organization, custodian, nominee or any other individual
or entity in its own or any representative capacity, in each case,
whether domestic or foreign, and a statutory trust or a foreign
statutory or business trust;
(p) "Principal Underwriter" shall have the meaning given
that term in the 1940 Act;
(q) "Series" shall mean each Series of Shares established and
designated under and in accordance with the provisions of
Article III hereof;
(r) "Shares" shall mean the transferable shares of beneficial
interest into which the beneficial interest in the Trust shall be
divided from time to time, and shall include fractional and
whole Shares;
(s) "Shareholder" shall mean a record owner of Shares pursuant
to the By-Laws;
(t) "Trust" shall mean Franklin Global Trust, the Delaware
statutory trust formed under the Original Declaration of Trust, as
amended, and by filing of the Certificate of Trust with the office
of the Secretary of State of the State of Delaware, and governed by
this Declaration of Trust;
(u) "Trust Property" shall mean any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust, or one or more of any Series thereof, including, without limitation,
the rights referenced in Article X, Section 5 hereof; and
(v) "Trustee" or "Trustees" shall mean each Person who signs this
Declaration of Trust as a trustee and all other Persons who may, from
time to time, be duly elected or appointed, qualified and serving on the
Board of Trustees in accordance with the provisions hereof and the
By-Laws, so long as such signatory or other Person continues in office
in accordance with the terms hereof and the By-Laws. Reference
herein to a Trustee or the Trustees shall refer to such Person or
Persons in such Person's or Persons' capacity as a trustee or
trustees hereunder and under the By-Laws.
ARTICLE II
PURPOSE OF TRUST
The purpose of the Trust is to conduct, operate and carry on
the business of a registered management investment company
registered under the 1940 Act, directly, or if one or more
Series is established hereunder, through one or more Series,
investing primarily in securities, and to exercise all of the
powers, rights and privileges granted to, or conferred upon, a
statutory trust formed under the DSTA, including, without
limitation, the following powers:
(a) To hold, invest and reinvest its funds, and in connection
therewith, to make any changes in the investment of the assets of
the Trust, to hold part or all of its funds in cash, to hold cash
uninvested, to subscribe for, invest in, reinvest in, purchase or
otherwise acquire, own, hold, pledge, sell, assign, mortgage,
transfer, exchange, distribute, write options on, lend or
otherwise deal in or dispose of contracts for the future
acquisition or delivery of fixed income or other securities, and
securities or property of every nature and kind, including,
without limitation, all types of bonds, debentures, stocks, shares,
units of beneficial interest, preferred stocks, negotiable or
non-negotiable instruments, obligations, evidences of indebtedness,
money market instruments, certificates of deposit or indebtedness,
bills, notes, mortgages, commercial paper, repurchase or reverse
repurchase agreements, bankers' acceptances, finance paper, and
any options, certificates, receipts, warrants, futures contracts
or other instruments representing rights to receive, purchase or
subscribe for the same, or evidencing or representing any other
rights or interests therein or in any property or assets, and
other securities of any kind, as the foregoing are 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 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;
(b) To exercise any and all rights, powers and
privileges with reference to or incident to ownership or
interest, use and enjoyment of any of such securities
and other instruments or property of every kind and
description, including, but without limitation, the right,
power and privilege to own, vote, hold, purchase, sell,
negotiate, assign, exchange, lend, transfer, mortgage,
hypothecate, lease, pledge or write options with respect
to or otherwise deal with, dispose of, use, exercise or
enjoy any rights, title, interest, powers or privileges
under or with reference to any of such securities and
other instruments or property, the right to consent and
otherwise act with respect thereto, with power to
designate one or more Persons, to exercise any of said
rights, powers, and privileges in respect of any of said
instruments, and to do any and all acts and things for
the preservation, protection, improvement and enhancement
in value of any of such securities and other instruments
or property;
(c) 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,
subject to any requirements of the 1940 Act;
(d) 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;
(e) To exercise powers and right of subscription or otherwise
which in any manner arise out of ownership of securities and/or
other property;
(f) 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 proper safeguards according to the
usual practice of investment companies or any rules or
regulations applicable thereto;
(g) 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;
(h) 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;
(i) 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;
(j) To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(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 Board of Trustees may deem necessary 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 Shareholders, Trustees, officers,
employees, agents, Investment Advisers, 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 Adviser,
Principal Underwriter, or independent contractor, to the fullest
extent permitted by this Declaration of Trust, the By-Laws and by
applicable law;
(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;
(n) To purchase or otherwise acquire, own, hold, sell, negotiate,
exchange, assign, transfer, mortgage, pledge or otherwise deal with,
dispose of, use, exercise or enjoy, property of all kinds;
(o) To buy, sell, mortgage, encumber, hold, own, exchange, rent
or otherwise acquire and dispose of, and to develop, improve, manage,
subdivide, and generally to deal and trade in real property, improved
and unimproved, and wheresoever situated; and to build, erect,
construct, alter and maintain buildings, structures, and other
improvements on real property;
(p) To borrow or raise moneys for any of the purposes of the
Trust, and to mortgage or pledge the whole or any part of the
property and franchises of the Trust, real, personal, and mixed,
tangible or intangible, and wheresoever situated;
(q) To enter into, make and perform contracts and undertakings
of every kind for any lawful purpose, without limit as to amount;
(r) To issue, purchase, sell and transfer, reacquire, hold,
trade and deal in stocks, Shares, bonds, debentures and other
securities, instruments or other property of the Trust, from time
to time, to such extent as the Board of Trustees shall,
consistent with the provisions of this Declaration of Trust,
determine; and to re-acquire and redeem, from time to time,
its Shares or, if any, its bonds, debentures and other
securities;
(s) To engage in and to prosecute, defend, compromise,
abandon, or adjust, by arbitration, or otherwise, any actions,
suits, proceedings, disputes, claims, and demands relating to the
Trust, and out of the assets of the Trust to pay or to satisfy any
debts, claims or expenses incurred in connection therewith,
including those of litigation, and such power shall include
without limitation the power of the Trustees or any appropriate
committee thereof, in the exercise of their or its good faith
business judgment, to dismiss any action, suit, proceeding,
dispute, claim, or demand, derivative or otherwise, brought
by any Person, including a Shareholder in the Shareholder's
own name or the name of the Trust, whether or not the Trust
or any of the Trustees may be named individually therein or
the subject matter arises by reason of business for or on
behalf of the Trust;
(t) To exercise and enjoy, in Delaware and in any other states,
territories, districts and United States dependencies and in
foreign countries, all of the foregoing powers, rights and
privileges, and the enumeration of the foregoing powers
shall not be deemed to exclude any powers, rights or
privileges so granted or conferred; and
(u) In general, to carry on any other business in
connection with or incidental to its trust purposes, to
do everything necessary, suitable or proper for the
accomplishment of such purposes or for the attainment of
any object or the furtherance of any power hereinbefore
set forth, either alone or in association with others,
and to do every other act or thing incidental or
appurtenant to, or growing out of, or connected
with, its business or purposes, objects or powers.
The Trust shall not be limited to investing in
obligations maturing before the possible dissolution
of the Trust or one or more of its Series. Neither
the Trust nor the Board of Trustees shall be required
to obtain any court order to deal with any assets
of the Trust or take any other action hereunder.
The foregoing clauses shall each be construed as purposes,
objects and powers, and it is hereby expressly provided
that the foregoing enumeration of specific purposes, objects
and powers shall not be held to limit or restrict in any manner
the powers of the Trust, and that they are in furtherance of,
and in addition to, and not in limitation of, the general
powers conferred upon the Trust by the DSTA and the other
laws of the State of Delaware or otherwise; nor shall the
enumeration of one thing be deemed to exclude another,
although it be of like nature, not expressed.
ARTICLE III
SHARES
Section 1. Division of Beneficial Interest.
(a) The beneficial interest in the Trust shall be divided into
Shares, each Share without a par value. The number of Shares
in the Trust authorized hereunder, and of each Series and
Class as may be established from time to time, is unlimited.
The Board of Trustees may authorize the division of Shares into separate
Classes of Shares and into separate and distinct Series of Shares
and the division of any Series into separate Classes of Shares in
accordance with the 1940 Act. The different Series and Classes
shall be established and designated pursuant to Article III,
Section 6 hereof. If no separate Series or Classes of Series
shall be established, the Shares shall have the rights, powers
and duties provided for herein and in Article III, Section 6
hereof to the extent relevant and not otherwise provided for
herein, and all references to Series and Classes shall be
construed (as the context may require) to refer to the Trust.
The fact that the Trust shall have one or more established
and designated Classes of the Trust, shall not limit the authority of
the Board of Trustees to establish and designate additional Classes
of the Trust. The fact that one or more Classes of the Trust shall
have initially been established and designated without any specific
establishment or designation of a Series (i.e., that all Shares of the
Trust are initially Shares of one or more Classes) shall not limit the
authority of the Board of Trustees to later establish and designate a
Series and establish and designate the Class or Classes of the Trust as
Class or Classes, respectively, of such Series.
The fact that a Series shall have initially been established
and designated without any specific establishment or designation of
Classes (i.e., that all Shares of such Series are initially of a
single Class) shall not limit the authority of the Board of Trustees to
establish and designate separate Classes of said Series. The fact that
a Series shall have more than one established and designated Class,
shall not limit the authority of the Board of Trustees to establish
and designate additional Classes of said Series.
(b) The Board of Trustees shall have the power to issue authorized,
but unissued Shares of the Trust, or any Series and Class thereof,
from time to time for such consideration paid wholly or partly in cash,
securities or other property, as may be determined from time to time
by the Board of Trustees, subject to any requirements or limitations
of the 1940 Act. The Board of Trustees, on behalf of the Trust, may
acquire and hold as treasury shares, reissue for such consideration
and on such terms as it may determine, or cancel, at its discretion
from time to time, any Shares reacquired by the Trust. The Board of
Trustees may classify, reclassify or convert any unissued Shares or
any Shares of the Trust or any Series or Class thereof, that were
previously issued and are reacquired, into one or more Series or
Classes that may be established and designated from time to time and,
in connection therewith, cause some or all of the Shareholders of the
Trust, such Series or Class to become Shareholders of such other Series
or Class. Notwithstanding the foregoing, the Trust and any Series thereof
may acquire, hold, sell and otherwise deal in, for purposes of investment
or otherwise, the Shares of any other Series of the Trust or Shares
of the Trust, and such Shares shall not be deemed treasury shares or cancelled.
(c) Subject to the provisions of Section 6 of this Article III,
each Share shall entitle the holder to voting rights as provided in
Article V hereof. Shareholders shall have no preemptive or other
right to subscribe for new or additional authorized, but unissued Shares
or other securities issued by the Trust or any Series thereof. The Board of
Trustees may from time to time divide or combine the Shares of the Trust
or any particular Series thereof into a greater or lesser number of
Shares of the Trust or that Series, respectively. Such division or c
ombination shall not materially change the proportionate beneficial
interests of the holders of Shares of the Trust or that Series, as
the case may be, in the Trust Property at the time of such division
or combination that is held with respect to the Trust or that Series,
as the case may be.
(d) Any Trustee, officer or other agent of the Trust, and any
organization in which any such Person has an economic or other
interest, may acquire, own, hold and dispose of Shares in the
Trust or any Series and Class thereof, whether such Shares are
authorized but unissued, or already outstanding, to the same
extent as if such Person were not a Trustee, officer or other
agent of the Trust; and the Trust or any Series may issue and
sell and may purchase such Shares from any such Person or any
such organization, subject to the limitations, restrictions or
other provisions applicable to the sale or purchase of such
Shares herein and the 1940 Act.
Section 2. Ownership of Shares. The ownership of Shares
shall be recorded on the books of the Trust kept by the Trust
or by a transfer or similar agent for the Trust, which books
shall be maintained separately for the Shares of the Trust and
each Series and each Class thereof that has been established
and designated. No certificates certifying the ownership of
Shares shall be issued except as the Board of Trustees may
otherwise determine from time to time. The Board of Trustees
may make such rules not inconsistent with the provisions of
the 1940 Act as it considers appropriate for the issuance of
Share certificates, the transfer of Shares of the Trust and
each Series and Class thereof, if any, 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 of the Trust
and each Series and Class thereof and as to the number of
Shares of the Trust and each Series and Class thereof
held from time to time by each such Shareholder.
Section 3. Sale of Shares. Subject to the 1940 Act and
applicable law, the Trust may sell its authorized but unissued
Shares to such Persons, at such times, on such terms, and for
such consideration as the Board of Trustees may from time to
time authorize. Each sale shall be credited to the individual
purchaser's account in the form of full or fractional Shares
of the Trust or such Series thereof (and Class thereof, if any),
as the purchaser may select, at the net asset value per Share,
subject to Section 22 of the 1940 Act, and the rules and regulations
adopted thereunder; provided, however, that the Board of Trustees may,
in its sole discretion, permit the Principal Underwriter to impose a
sales charge upon any such sale. Every Shareholder by virtue of
having become a Shareholder shall be bound by the terms of this
Declaration of Trust. Ownership of Shares shall not make any
Shareholder a third-party beneficiary of any contract entered
into by the Trust or any Series.
Section 4. Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving to Shareholders
only the rights provided in this Declaration of Trust, the By-Laws,
and under applicable law. 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 as partners. Subject to Article VIII, Section 1 hereof,
the death, incapacity, dissolution, termination, or bankruptcy of a
Shareholder during the existence of the Trust and any Series thereof
shall not operate to dissolve the Trust or any such Series, nor
entitle the representative of any deceased, incapacitated, dissolved,
terminated or bankrupt Shareholder to an accounting or to take any
action in court or elsewhere against the Trust, the Trustees or any
such Series, but entitles such representative only to the rights of
said deceased, incapacitated, dissolved, terminated or bankrupt
Shareholder under this Declaration of Trust. 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 other than such as the Shareholder may at
any time personally agree to pay. Each Share, when issued on the
terms determined by the Board of Trustees, shall be fully paid and
nonassessable. As provided in the DSTA, Shareholders shall be
entitled to the same limitation of personal liability as that
extended to stockholders of a private corporation organized for
profit under the General Corporation Law of the State of Delaware.
Section 5. Power of Board of Trustees to Make Tax Status Election.
The Board of Trustees shall have the power, in its discretion, to
make such elections as to the tax status of the Trust and any
Series as may be permitted or required under the Code, without
the vote of any Shareholder.
Section 6. Establishment and Designation of Series and Classes.
The establishment and designation of any Series or Class shall be
effective, without the requirement of Shareholder approval, upon
the adoption of a resolution by not less than a majority of the
then Board of Trustees, which resolution shall set forth such
establishment and designation whether directly in such resolutions
or by reference to, or approval of, another document that sets
forth the designation or otherwise identifies such Series or Class,
including any registration statement of the Trust and any amendment
of this Declaration of Trust, and may provide, to the extent permitted
by the DSTA, for rights, powers and duties of such Series or
Class (including variations in the relative rights and
preferences as between the different Series and Classes)
otherwise than as provided herein. Any action that may be
taken by the Board of Trustees with respect to any Series
or Class, including any addition, modification, division,
combination, classification, reclassification, change of
name or termination, may be made in the same manner
as the establishment of such Series or Class.
Each Series shall be separate and distinct from any other
Series, separate and distinct records on the books of
the Trust shall be maintained for each Series, and the
assets and liabilities belonging to any such Series
shall be held and accounted for separately from the
assets and liabilities of the Trust or any other Series.
Each Class of the Trust shall be separate and distinct from any
other Class of the Trust. Each Class of a Series shall be
separate and distinct from any other Class of the Series.
As appropriate, in a manner determined by the Board of Trustees,
the liabilities belonging to any such Class shall be held and
accounted for separately from the liabilities of the Trust, the
Series or any other Class and separate and distinct records on
the books of the Trust for the Class shall be maintained for
this purpose. Subject to Article II hereof, each such Series
shall operate as a separate and distinct investment medium, with
separately defined investment objectives and policies.
Shares of each Series (and Class where applicable) established and
designated pursuant to this Section 6, unless otherwise provided
to the extent permitted by the DSTA, in the resolution establishing
and designating such Series or Class, shall have the following
rights, powers and duties:
(a) Assets Held with Respect to a Particular Series. All
consideration received by the Trust for the issue or sale of
Shares of a particular Series, together with all assets in which
such consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof 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 with respect to
that Series, 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 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 Board of Trustees, or an appropriate officer as determined by
the Board of 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 Board of Trustees, in its sole discretion, deems 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 or under the direction of the Board of Trustees
shall be conclusive and binding upon the Shareholders of all
Series for all purposes.
(b) Liabilities Held with Respect to a Particular Series or Class.
The assets of the Trust held with respect to a particular Series shall
be charged with the liabilities, debts, obligations, costs, charges,
reserves and expenses of the Trust incurred, contracted for or otherwise
existing with respect to such Series. Such liabilities, debts,
obligations, costs, charges, reserves and expenses incurred, contracted
for or otherwise existing with respect to a particular Series are herein
referred to as "liabilities held with respect to" that Series. Any
liabilities, debts, obligations, costs, charges, reserves and expenses
of the Trust which are not readily identifiable as being liabilities
held with respect to any particular Series
(collectively "General Liabilities") shall be allocated by the Board
of Trustees, or an appropriate officer as determined by the Board of
Trustees, to and among any one or more of the Series in such manner
and on such basis as the Board of Trustees in its sole discretion deems
fair and equitable. Each allocation of liabilities, debts, obligations,
costs, charges, reserves and expenses by or under the direction of the
Board of Trustees shall be conclusive and binding upon the Shareholders
of all Series for all purposes. All Persons who have extended credit
that has been allocated to a particular Series, or who have a claim or
contract that has been allocated to any particular Series, shall look
exclusively to the assets of that particular Series for payment of such
credit, claim, or contract. In the absence of an express contractual
agreement so limiting the claims of such creditors, claimants and
contract providers, each creditor, claimant and contract provider
shall be deemed nevertheless to have impliedly agreed to such limitation.
Subject to the right of the Board of Trustees in its discretion to
allocate General Liabilities as provided herein, the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular Series, whether such Series
is now authorized and existing pursuant to this Declaration of Trust
or is hereafter authorized and existing pursuant to this Declaration of
Trust, shall be enforceable against the assets held with respect to that
Series only, and not against the assets of any other Series or the Trust
generally and none of the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to the Trust
generally or any other Series thereof shall be enforceable against the
assets held with respect to such Series. Notice of this limitation on
liabilities between and among Series shall be set forth in the Certificate
of Trust pursuant to the DSTA, and upon the giving of such notice in the
Certificate of Trust, the statutory provisions of Section 3804 of the DSTA
relating to limitations on liabilities between and among Series (and the
statutory effect under Section 3804 of setting forth such notice in the
Certificate of Trust) shall become applicable to the Trust and each Series.
Liabilities, debts, obligations, costs, charges, reserves and expenses
related to the distribution of, and other identified expenses that
should or may properly be allocated to, the Shares of a particular Class
may be charged to and borne solely by such Class. The bearing of
expenses solely by a particular Class of Shares may be appropriately
reflected (in a manner determined by the Board of Trustees) and may
affect the net asset value attributable to, and the dividend, redemption
and liquidation rights of, such Class. Each allocation of liabilities,
debts, obligations, costs, charges, reserves and expenses by or under
the direction of the Board of Trustees shall be conclusive and binding
upon the Shareholders of all Classes for all purposes. All Persons
who have extended credit that has been allocated to a particular Class,
or who have a claim or contract that has been allocated to any particular
Class, shall look, and may be required by contract to look, exclusively
to that particular Class for payment of such credit, claim, or contract.
(c) Dividends, Distributions and Redemptions. Notwithstanding any
other provisions of this Declaration of Trust, including, without
limitation, Article VI hereof, no dividend or distribution including,
without limitation, any distribution paid upon dissolution of the Trust
or of any Series with respect to, nor any redemption of, the Shares of
any Series or Class of such Series shall be effected by the Trust other
than from the assets held with respect to such Series, nor, except as
specifically provided in Section 7 of this Article III, shall any
Shareholder of any particular Series otherwise have any right or claim
against the assets held with respect to any other Series or the Trust
generally except, in the case of a right or claim against the assets
held with respect to any other Series, to the extent that such
Shareholder has such a right or claim hereunder as a Shareholder of
such other Series. The Board of 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.
(d) Voting. All Shares of the Trust entitled to vote on a matter
shall vote in the aggregate without differentiation between the Shares
of the separate Series, if any, or separate Classes, if any; provided
that (i) with respect to any matter that affects only the interests of
some but not all Series, then only the Shares of such affected Series,
voting separately, shall be entitled to vote on the matter, (ii) with
respect to any matter that affects only the interests of some but not
all Classes, then only the Shares of such affected Classes, voting
separately, shall be entitled to vote on the matter; and (iii)
notwithstanding the foregoing, with respect to any matter as to
which the 1940 Act or other applicable law or regulation requires
voting, by Series or by Class, then the Shares of the Trust shall
vote as prescribed in such law or regulation.
(e) Equality. Each Share of any particular Series shall be equal to
each other Share of such Series (subject to the rights and preferences
with respect to separate Classes of such Series).
(f) Fractions. A fractional Share of the Trust or a Series
shall carry proportionately all the rights and obligations of a
whole Share of the Trust or such Series, including rights with
respect to voting, receipt of dividends and distributions, redemption
of Shares and dissolution of the Trust or that Series.
(g) Exchange Privilege. The Board of Trustees shall have the
authority to provide that the holders of Shares of any Series shall
have the right to exchange said Shares for Shares of one or more
other Series in accordance with such requirements and procedures as
may be established by the Board of Trustees, and in accordance
with the 1940 Act.
(h) Combination of Series or Classes.
The Board of Trustees shall have the authority, without the
approval, vote or consent of the Shareholders 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; provided that
upon completion of such combination of Series, the interest of each
Shareholder, in the combined assets and liabilities held with respect
to the combined Series shall equal the interest of each such Shareholder
in the aggregate of the assets and liabilities held with respect to the
Series that were combined.
The Board of Trustees shall have the authority, without the
approval, vote or consent of the Shareholders of any Series or Class,
unless otherwise required by applicable law, to combine, merge or
otherwise consolidate the Shares of two or more Classes of Shares of a
Series with and/or into a single Class of Shares of such Series,
with such designation, preference, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications,
terms and conditions of redemption and other characteristics as the
Trustees may determine; provided, however, that the Trustees shall
provide written notice to the affected Shareholders of any such transaction.
The transactions in (i) and (ii) above may be effected through
share-for-share exchanges, transfers or sales of assets, Shareholder
in-kind redemptions and purchases, exchange offers, or any other method
approved by the Trustees.
(i) Dissolution or Termination. Any particular Series shall be
dissolved and terminated upon the occurrence of the applicable dissolution
events set forth in Article VIII, Section 1 hereof. Upon dissolution of
a particular Series, the Trustees shall wind up the affairs of such Series
in accordance with Article VIII, Section 1 hereof. The Board of Trustees
shall terminate any particular Class: (i) upon approval by a majority of
votes cast at a meeting of the Shareholders of such Class, provided a
quorum of Shareholders of such Class are present, or by action of the
Shareholders of such Class by written consent without a meeting pursuant
to Article V, Section 3; or (ii) at the discretion of the Board of
Trustees either (A) at any time there are no Shares outstanding of
such Class, or (B) upon prior written notice to the Shareholders of
such Class; provided, however, that upon the termination of any
particular Series, every Class of such Series shall thereby be terminated.
Section 7. Indemnification of Shareholders. No Shareholder as such
shall be subject to any personal liability whatsoever to any Person in
connection with Trust Property or the acts, obligations or affairs
of the Trust. If any Shareholder or former Shareholder shall be
exposed to liability, charged with liability, or held personally
liable, for any obligations or liability of the Trust, by reason
of a claim or demand relating exclusively to his or her being or
having been a Shareholder of the Trust or a Shareholder of a
particular Series thereof, and not because of such Shareholder's
actions or omissions, such Shareholder or former Shareholder
(or, in the case of a natural person, his or her heirs, executors,
administrators, or other legal representatives or, in the case of a
corporation or other entity, its corporate or other general successor)
shall be entitled to be held harmless from and indemnified out of the
assets of the Trust or out of the assets of such Series thereof, as the
case may be, against all loss and expense, including without
limitation, attorneys' fees, arising from such claim or demand;
provided, however, such indemnity shall not cover (i) any taxes
due or paid by reason of such Shareholder's ownership of any
Shares and (ii) expenses charged to a Shareholder pursuant to
Article IV, Section 5 hereof.
ARTICLE IV
THE BOARD OF TRUSTEES
Section 1. Number, Election, Term, Removal and Resignation.
(a) The Board of Trustees shall be comprised of the Trustees
entering into this Declaration of Trust on the date first written
above, who shall hold office in accordance with paragraph (c) of this
Section 1 and as otherwise provided herein. In accordance with
Section 3801 of the DSTA, each Trustee shall become a Trustee and be
bound by this Declaration of Trust and the By-Laws when such Person
signs this Declaration of Trust as a trustee and/or is duly elected
or appointed, qualified and serving on the Board of Trustees in
accordance with the provisions hereof and the By-Laws, so long as
such signatory or other Person continues in office in accordance
with the terms hereof.
(b) The number of Trustees constituting the entire Board of Trustees
may be fixed from time to time by the vote of a majority of the then
Board of Trustees; provided, however, that the number of Trustees
shall in no event be less than one (1) nor more than fifteen (15).
The number of Trustees shall not be reduced so as to shorten the
term of any Trustee then in office.
(c) Each Trustee shall hold office for the lifetime of the
Trust or until such Trustee's earlier death, resignation, removal,
retirement or inability otherwise to serve, or, if sooner than any of
such events, until the next meeting of Shareholders called for the
purpose of electing Trustees or consent of Shareholders in lieu
thereof for the election of Trustees, and until the election
and qualification of his or her successor. Shareholders shall
not be entitled to elect Trustees except as required by the 1940 Act.
To the extent required by the 1940 Act, the Shareholders shall elect
the Trustees on such dates as the Trustees may fix from time to time.
The Shareholders may elect Trustees at any meeting of Shareholders
called for that purpose pursuant to the By-Laws. In the event
that after the proxy material approved by the Trustees has been
printed for a meeting of Shareholders at which Trustees are to be
elected any one or more nominees approved by the Trustees named
in such proxy material dies or become incapacitated or is otherwise
unable or unwilling to serve, the authorized number of Trustees shall
be automatically reduced by the number of such nominees, unless the
Board of Trustees prior to the meeting shall otherwise determine.
A meeting of Shareholders for the purpose of electing or removing
one or more Trustees shall be called as provided in the By-Laws.
(d) Any Trustee may be removed, with or without cause, by the
Board of Trustees, by action of a majority of the Trustees then in office,
or by vote of the Shareholders at any meeting called for that purpose.
(e) Any Trustee may resign at any time by giving written notice to the
secretary of the Trust or to a meeting of the Board of Trustees. Such
resignation shall be effective upon receipt, unless specified to be effective
at some later time.
(f) The declination to serve, death, resignation, retirement, removal,
incapacity, or inability of the Trustees, or any one of them, shall not
operate to dissolve or terminate the Trust or to revoke any existing
agency created pursuant to the terms of this Declaration of Trust.
Section 2. Trustee Action by Written Consent Without a Meeting. To
the extent not inconsistent with the provisions of the 1940 Act, any action
that may be taken at any meeting of the Board of Trustees or any committee
thereof may be taken without a meeting and without prior written notice if
a consent or consents in writing setting forth the action so taken is
signed by the Trustees having not less than the minimum number of votes
that would be necessary to authorize or take that action at a meeting at
which all Trustees on the Board of Trustees or any committee thereof, as
the case may be, were present and voted. Written consents of the Trustees
may be executed in one or more counterparts. A consent transmitted by
electronic transmission (as defined in Section 3806 of the DSTA) by a
Trustee shall be deemed to be written and signed for purposes of
this Section. All such consents shall be filed with the secretary
of the Trust and shall be maintained in the Trust's records.
Section 3. Powers; Other Business Interests; Quorum and
Required Vote.
(a) Powers. Subject to the provisions of this Declaration of Trust,
the business of the Trust (including every Series thereof) shall be managed
by or under the direction of the Board of Trustees, and such
Board of Trustees shall have all powers necessary or convenient to
carry out that responsibility. The Board of Trustees shall have
full power and authority to do any and all acts and to make and
execute any and all contracts and instruments that it may consider
necessary or appropriate in connection with the operation and
administration of the Trust (including every Series thereof).
The Board of Trustees shall not be bound or limited by present
or future laws or customs with regard to investments by trustees
or fiduciaries, but, subject to the other provisions of this
Declaration of Trust and the By-Laws, shall have full authority
and absolute power and control over the assets and the business
of the Trust (including every Series thereof) to the same extent
as if the Board of Trustees was the sole owner of such assets and
business in its own right, including such authority, power and control
to do all acts and things as it, in its sole discretion, shall deem proper
to accomplish the purposes of this Trust. Without limiting the foregoing,
the Board of Trustees may, subject to the requisite vote for such
actions as set forth in this Declaration of Trust and the By-Laws: (1)
adopt By-Laws not inconsistent with applicable law or this Declaration
of Trust; (2) amend, restate and repeal such By-Laws, subject to and in
accordance with the provisions of such By-Laws; (3) fill vacancies on
the Board of Trustees in accordance with this Declaration of Trust
and the By-Laws; (4) elect and remove such officers and appoint and
terminate such agents as it considers appropriate, in accordance
with this Declaration of Trust and the By-Laws; (5) establish and
terminate one or more committees of the Board of Trustees pursuant
to the By-Laws; (6) place Trust Property in custody as required
by the 1940 Act, employ one or more custodians of the Trust
Property and authorize such custodians to employ sub-custodians
and to place all or any part of such Trust Property with a
custodian or a custodial system meeting the requirements of
the 1940 Act; (7) retain a transfer agent, dividend disbursing
agent, a shareholder servicing agent or administrative services
agent, or any number thereof or any other service provider as
deemed appropriate; (8) provide for the issuance and distribution
of Shares in the Trust or other securities or financial instruments
directly or through one or more Principal Underwriters or
otherwise; (9) retain one or more Investment Adviser(s); (10) re-acquire
and redeem Shares on behalf of the Trust and transfer Shares pursuant
to applicable law; (11) set record dates for the determination of
Shareholders with respect to various matters, in the manner provided
in Article V, Section 4 of this Declaration of Trust; (12) declare
and pay dividends and distributions to Shareholders from the
Trust Property, in accordance with this Declaration of Trust
and the By-Laws; (13) establish, designate and redesignate from
time to time, in accordance with the provisions of Article III,
Section 6 hereof, any Series or Class of the Trust or of a Series; (14) hire
personnel as staff for the Board of Trustees or, for those Trustees
who are not Interested Persons of the Trust, the Investment Adviser, or the
Principal Underwriter, set the compensation to be paid by the Trust to
such personnel, exercise exclusive supervision of such personnel,
and remove one or more of such personnel, at the discretion of
the Board of Trustees; (15) retain special counsel, other experts
and/or consultants for the Board of Trustees, for those Trustees
who are not Interested Persons of the Trust, the Investment
Adviser, or the Principal Underwriter, and/or for one or
more of the committees of the Board of Trustees, set the
compensation to be paid by the Trust to such special counsel,
other experts and/or consultants, and remove one or more
of such special counsel, other experts and/or consultants,
at the discretion of the Board of Trustees; (16) engage in
and prosecute, defend, compromise, abandon, or adjust, by
arbitration, or otherwise, any actions, suits, proceedings,
disputes, claims, and demands relating to the Trust, and out
of the assets of the Trust to pay or to satisfy any debts,
claims or expenses incurred in connection therewith, including
those of litigation, and such power shall include, without
limitation, the power of the Trustees, or any appropriate committee
thereof, in the exercise of their or its good faith business judgment,
to dismiss any action, suit, proceeding, dispute, claim or demand,
derivative or otherwise, brought by any person, including a shareholder
in its own name or in the name of the Trust, whether or not the Trust or any
of the Trustees may be named individually therein or the subject matter
arises by reason of business for or on behalf of the Trust; and (17) in
general delegate such authority as it considers desirable to any Trustee
or officer of the Trust, to any committee of the Trust, to any agent
or employee of the Trust or to any custodian, transfer, dividend
disbursing, shareholder servicing agent, Principal Underwriter,
Investment Adviser, or other service provider.
The powers of the Board of Trustees set forth in this Section 3(a)
are without prejudice to any other powers of the Board of Trustees
set forth in this Declaration of Trust and the By-Laws. Any determination
as to what is in the best interests of the Trust or any Series or
Class thereof and its Shareholders made by the Board of 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 Board of Trustees.
The Trustees shall be subject to the same fiduciary duties to
which the directors of a Delaware corporation would be subject
if the Trust were a Delaware corporation, the Shareholders were
shareholders of such Delaware corporation and the Trustees were
directors of such Delaware corporation, and such modified duties
shall replace any fiduciary duties to which the Trustees would
otherwise be subject. Without limiting the generality of the
foregoing, all actions and omissions of the Trustees shall be
evaluated under the doctrine commonly referred to as the
"business judgment rule," as defined and developed under Delaware law,
to the same extent that the same actions or omissions of directors
of a Delaware corporation in a substantially similar circumstance
would be evaluated under such doctrine. Notwithstanding the foregoing,
the provisions of this Declaration of Trust and the By-Laws, to the
extent that they restrict or eliminate the duties
(including fiduciary duties) and liabilities relating thereto of a
Trustee otherwise applicable under the foregoing standard or
otherwise existing at law or in equity, are agreed by each
Shareholder and the Trust to replace such other duties and
liabilities of such Trustee.
(b) Other Business Interests. The Trustees shall devote to
the affairs of the Trust (including every Series thereof) such
time as may be necessary for the proper performance of their duties
hereunder, but neither the Trustees nor the officers, directors,
shareholders, partners or employees of the Trustees, if any, shall
be expected to devote their full time to the performance of such
duties. The Trustees, or any Affiliate, shareholder, officer,
director, partner or employee thereof, or any Person owning a
legal or beneficial interest therein, may engage in, or possess
an interest in, any business or venture other than the Trust or
any Series thereof, of any nature and description, independently
or with or for the account of others. None of the Trust, any
Series thereof or any Shareholder shall have the right to
participate or share in such other business or venture or any
profit or compensation derived therefrom.
(c) Quorum and Required Vote. At all meetings of the
Board of Trustees, a majority of the Board of Trustees then in
office shall be present in person in order to constitute a
quorum for the transaction of business. A meeting at which a
quorum is initially present may continue to transact business
notwithstanding the departure of Trustees from the meeting, if
any action taken is approved by at least a majority of the required
quorum for that meeting. Subject to Article III, Sections 1 and 6
of the By-Laws and except as otherwise provided herein or required
by applicable law, the vote of not less than a majority of the
Trustees present at a meeting at which a quorum is present shall
be the act of the Board of Trustees.
Section 4. Payment of Expenses by the Trust. Subject to
the provisions of Article III, Section 6 hereof, the Trustees or
an authorized officer of the Trust shall pay or cause to be paid
out of the principal or income of the Trust or any particular
Series or Class thereof, or partly out of the principal and
partly out of the income of the Trust or any particular Series
or Class thereof, and charge or allocate the same to, between or
among such one or more of the Series or Classes that may be
established or designated pursuant to Article III, Section 6 hereof,
as the Trustees or such officer deems fair, all expenses, fees,
charges, taxes and liabilities incurred by or arising in connection
with the maintenance or operation of the Trust or a particular
Series or Class thereof, or in connection with the management
thereof, including, but not limited to, the Trustees'
compensation and such expenses, fees, charges, taxes and
liabilities associated with the services of the Trust's officers,
employees, Investment Adviser(s), Principal Underwriter,
auditors, counsel, custodian, sub-custodian, transfer agent,
dividend disbursing agent, shareholder servicing agent, and
such other agents or independent contractors and such other
expenses, fees, charges, taxes and liabilities as the Board of
Trustees may deem necessary or proper to incur.
Section 5. Payment of Expenses by Shareholders. The Board of
Trustees shall have the power, as frequently as it may determine, to
cause any Shareholder to pay directly, in advance or arrears, an
amount fixed from time to time by the Board of Trustees or an
officer of the Trust for charges of the Trust's custodian or
transfer, dividend disbursing, shareholder servicing or similar
agent-which are not customarily charged generally to the Trust, a
Series or a Class, where such services are provided to such Shareholder
individually, rather than to all Shareholders collectively, by setting
off such amount due from such Shareholder from the amount of (i)
declared but unpaid dividends or distributions owed such Shareholder,
or (ii) proceeds from the redemption by the Trust of Shares from
such Shareholder pursuant to Article VI hereof.
Section 6. Ownership of Trust Property. Legal title to all of
the Trust Property shall at all times be vested in the Trust, except
that the Board of Trustees shall have the power to cause legal
title to any Trust Property to be held by or in the name of any
Person as nominee, on such terms as the Board of Trustees may
determine, in accordance with applicable law. No creditor of any
Trustee shall have any right to obtain possession, or otherwise
exercise legal or equitable remedies with respect to, any Trust
Property with respect to any claim against, or obligation of, such
Trustee in its individual capacity and not related to the Trust or
any Series or Class of the Trust. No Shareholder shall be deemed to
have a severable ownership in any individual asset of the Trust, or
belonging to any Series, or allocable to any Class thereof, or any
right of partition or possession thereof, but each Shareholder shall
have, except as otherwise provided for herein, a proportionate
undivided beneficial interest in the Trust or in assets belonging to the
Series (or allocable to the Class) in which the Shareholder holds Shares.
The Shares shall be personal property giving only the rights specifically
set forth in this Declaration of Trust or the DSTA.
Section 7. Service Contracts.
(a) Subject to this Declaration of Trust, the By-Laws and the 1940 Act,
the Board of Trustees may, at any time and from time to time, contract for
exclusive or nonexclusive investment advisory or investment management
services for the Trust or for any Series thereof with any corporation,
trust, association or other organization, including any Affiliate;
and any such contract may contain such other terms as the Board of
Trustees may determine, including without limitation, delegation of
authority to the Investment Adviser to determine from time to time
without prior consultation with the Board of Trustees what securities
and other instruments or property shall be purchased or otherwise
acquired, owned, held, invested or reinvested in, sold, exchanged,
transferred, mortgaged, pledged, assigned, negotiated, or otherwise
dealt with or disposed of, and what portion, if any, of the
Trust Property shall be held uninvested and to make changes in the
Trust's or a particular Series' investments, or to engage in such
other activities, including administrative services, as may
specifically be delegated to such party.
(b) The Board of Trustees may also, at any time and from
time to time, contract with any Person, including any Affiliate,
appointing it or them as the exclusive or nonexclusive placement agent,
distributor or Principal Underwriter for the Shares of the Trust or
one or more of the Series or Classes thereof, or for other securities
or financial instruments to be issued by the Trust, or appointing it
or them to act as the administrator, fund accountant or accounting
agent, custodian, transfer agent, dividend disbursing agent and/or
shareholder servicing agent for the Trust or one or more of the
Series or Classes thereof.
(c) The Board of Trustees is further empowered, at any time
and from time to time, to contract with any Persons, including
any Affiliates, to provide such other services to the Trust or
one or more of its Series, as the Board of Trustees determines
to be in the best interests of the Trust, such Series and its Shareholders.
(d) None of the following facts or circumstances shall affect the
validity of any of the contracts provided for in this Article IV, Section 7,
or disqualify any Shareholder, Trustee, employee or officer of the
Trust from voting upon or executing the same, or create any liability
or accountability to the Trust, any Series thereof or the Shareholders,
provided that the establishment of and performance of each such
contract is permissible under the 1940 Act, and provided further
that such Person is authorized to vote upon such contract under
the 1940 Act:
the fact that any of the Shareholders, Trustees, employees
or officers of the Trust is a shareholder, director, officer,
partner, trustee, employee, manager, Adviser, placement agent,
Principal Underwriter, distributor, or Affiliate or agent of or
for any Person, or for any parent or Affiliate of any Person,
with which any type of service contract provided for in this
Article IV, Section 7 may have been or may hereafter be made, or
that any such Person, or any parent or Affiliate thereof, is a
Shareholder or has an interest in the Trust, or
the fact that any Person with which any type of service
contract provided for in this Article IV, Section 7 may have been
or may hereafter be made also has such a service contract with
one or more other Persons, or has other business or interests.
(e) Every contract referred to in this Section 7 is required
to comply with this Declaration of Trust, the By-Laws, the 1940 Act,
other applicable law and any stipulation by resolution of the
Board of Trustees.
ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers. Subject to the provisions of Article III,
Section 6 hereof, the Shareholders shall have the power to vote only (i)
on such matters required by this Declaration of Trust, the By-Laws,
the 1940 Act, other applicable law and any registration statement
of the Trust filed with the Commission, the registration of which
is effective; and (ii) on such other matters as the Board of
Trustees may consider necessary or desirable. Subject to
Article III hereof, the Shareholder of record (as of the record
date established pursuant to Section 4 of this Article V) of each
Share shall be entitled to one vote for each full Share, and a
fractional vote for each fractional Share. Shareholders shall
not be entitled to cumulative voting in the election of Trustees
or on any other matter.
Section 2. Quorum and Required Vote.
(a) Forty percent (40%) of the outstanding Shares entitled to
vote at a Shareholders' meeting, which are present in person or
represented by proxy, shall constitute a quorum at the Shareholders'
meeting, except when a larger quorum is required by this Declaration
of Trust, the By-Laws, applicable law or the requirements of any
securities exchange on which Shares are listed for trading, in
which case such quorum shall comply with such requirements. When
a separate vote by one or more Series or Classes is required,
forty percent (40%) of the outstanding Shares of each such
Series or Class entitled to vote at a Shareholders' meeting of
such Series or Class, which are present in person or
represented by proxy, shall constitute a quorum at the
Shareholders' meeting of such Series or Class, except when a
larger quorum is required by this Declaration of Trust, the
By-Laws, applicable law or the requirements of any securities
exchange on which Shares of such Series or Class are listed for
trading, in which case such quorum shall comply with such requirements.
(b) Subject to the provisions of Article III, Section 6(d),
when a quorum is present at any meeting, a majority of the votes
cast shall decide any questions and a plurality shall elect a
Trustee, except when a larger vote is required by any provision
of this Declaration of Trust or the By-Laws or by applicable law.
Pursuant to Article III, Section 6(d) hereof, where a separate vote
by Series and, if applicable, by Class is required, the preceding
sentence shall apply to such separate votes by Series and Classes.
(c) Abstentions and broker non-votes will be treated as votes
present at a Shareholders' meeting; abstentions and broker non-votes
will not be treated as votes cast at such meeting. Abstentions
and broker non-votes, therefore (i) will be included for purposes
of determining whether a quorum is present; and (ii) will have no
effect on proposals that require a plurality for approval, or on
proposals requiring an affirmative vote of a majority of votes
cast for approval.
Section 3. Shareholder Action by Written Consent Without a
Meeting. Any action which may be taken at any meeting of Shareholders
may be taken without a meeting if a consent or consents in writing
setting forth the action so taken is or are signed by the holders
of a majority of the Shares entitled to vote on such action (or such
different proportion thereof as shall be required by law, the
Declaration of Trust or the By-Laws for approval of such action) and
is or are received by the secretary of the Trust either: (i) by the
date set by resolution of the Board of Trustees for the shareholder
vote on such action; or (ii) if no date is set by resolution of the
Board, within 30 days after the record date for such action as
determined by reference to Article V, Section 4(b) hereof. The
written consent for any such action may be executed in one or more
counterparts, each of which shall be deemed an original, and all of
which when taken together shall constitute one and the same instrument.
A consent transmitted by electronic transmission (as defined in the DSTA)
by a Shareholder or by a Person or Persons authorized to act for a
Shareholder shall be deemed to be written and signed for purposes
of this Section. All such consents shall be filed with the
secretary of the Trust and shall be maintained in the Trust's records.
Any Shareholder that has given a written consent or the Shareholder's
proxyholder or a personal representative of the Shareholder or its
respective proxyholder may revoke the consent by a writing received
by the secretary of the Trust either: (i) before the date set by
resolution of the Board of Trustees for the shareholder vote on
such action; or (ii) if no date is set by resolution of the Board,
within 30 days after the record date for such action as determined
by reference to Article V, Section 4(b) hereof.
Section 4. Record Dates.
(a) For purposes of determining the Shareholders entitled to notice of,
and to vote at, any meeting of Shareholders, the Board of Trustees may
fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board of
Trustees, and which record date shall not be more than one hundred
and twenty (120) days nor less than ten (10) days before the date
of any such meeting. A determination of Shareholders of record
entitled to notice of or to vote at a meeting of Shareholders
shall apply to any adjournment of the meeting; provided, however,
that the Board of Trustees may fix a new record date for the
adjourned meeting and shall fix a new record date for any meeting
that is adjourned for more than one hundred and eighty (180)
days from the record date set for the original meeting. For
purposes of determining the Shareholders entitled to vote on
any action without a meeting, the Board of Trustees may fix a
record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted
by the Board of Trustees, and which record date shall
not be more than thirty (30) days after the date upon
which the resolution fixing the record date is adopted
by the Board of Trustees.
(b) If the Board of Trustees does not so fix a record date:
the record date for determining Shareholders entitled to
notice of, and to vote at, a meeting of Shareholders shall
be at the close of business on the day next preceding the day
on which notice is given or, if notice is waived, at the
close of business on the day next preceding the day on
which the meeting is held.
the record date for determining Shareholders
entitled to vote on any action by consent in writing without a
meeting of Shareholders, (1) when no prior action by the Board
of Trustees has been taken, shall be the day on which the
first signed written consent setting forth the action
taken is delivered to the Trust, or (2) when prior
action of the Board of Trustees has been taken, shall be at
the close of business on the day on which the Board of
Trustees adopts the resolution taking such prior action.
(c) For the purpose of determining the Shareholders of
the Trust or any Series or Class thereof who are entitled
to receive payment of any dividend or of any other distribution
of assets of the Trust or any Series or Class thereof
(other than in connection with a dissolution of the Trust
or a Series, a merger, consolidation, conversion,
reorganization, or any other transactions, in each case
that is governed by Article VIII of the Declaration of Trust),
the Board of Trustees may:
from time to time fix a record date, which record
date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date
shall not be more than sixty (60) days before the date for
the payment of such dividend and/or such other distribution;
adopt standing resolutions fixing record dates and
related payment dates at periodic intervals of any duration for the
payment of such dividend and/or such other distribution; and/or
delegate to an appropriate officer or officers of the Trust
the determination of such periodic record and/or payments dates with
respect to such dividend and/or such other distribution.
Nothing in this Section shall be construed as precluding the Board of
Trustees from setting different record dates for different Series
or Classes.
Section 5. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes, meetings and related matters.
ARTICLE VI
NET ASSET VALUE; DISTRIBUTIONS;
REDEMPTIONS; TRANSFERS
Section 1. Determination of Net Asset Value, Net Income and Distributions.
(a) Subject to Article III, Section 6 hereof, the Board of Trustees
shall have the power to determine from time to time the offering price for
authorized, but unissued, Shares of the Trust or any Series or
Class thereof, respectively, that shall yield to the Trust or such
Series or Class not less than the net asset value thereof, in
addition to any amount of applicable sales charge to be paid to
the Principal Underwriter or the selling broker or dealer in
connection with the sale of such Shares, at which price the
Shares of the Trust or such Series or Class, respectively, shall
be offered for sale, subject to any other requirements or
limitations of the 1940 Act.
(b) Subject to Article III, Section 6 hereof, the
Board of Trustees may, subject to the 1940 Act, prescribe
(or delegate to any officer of the Trust or any other
Person the right to prescribe) such bases and time (including any
methodology or plan) for determining the net asset value per Share
of the Trust or any Series or Class thereof, or net income
attributable to the Shares of the Trust or any Series or
Class thereof or the declaration and payment of dividends
and distributions on the Shares of the Trust or any Series or
Class thereof, and the method of determining the Shareholders
to whom dividends and distributions are payable, as it may
deem necessary or desirable, and such dividends and
distributions may vary between the Classes to reflect
differing allocations of the expenses of the Trust
between such Classes to such extent and for such purposes
as the Trustees may deem appropriate. Without limiting
the generality of the foregoing, but subject to applicable
federal law, including the 1940 Act, any dividend or
distribution may be paid in cash and/or securities or other
property, and the composition of any such distribution shall
be determined by the Trustees (or by any officer of the Trust
or any other Person to whom such authority has been delegated
by the Trustees) and may be different among Shareholders including
differences among Shareholders of the same Series or Class.
(c) The Shareholders of the Trust or any Series or Class, if
any, shall be entitled to receive dividends and distributions, when,
if and as declared by the Board of Trustees with respect thereto,
provided that with respect to Classes, such dividends and
distributions shall comply with the 1940 Act. The right of
Shareholders to receive dividends or other distributions on
Shares of any Class may be set forth in a plan adopted by
the Board of Trustees and amended from time to time pursuant
to the 1940 Act. No Share shall have any priority or
preference over any other Share of the Trust with respect to
dividends or distributions paid in the ordinary course of business
or distributions upon dissolution of the Trust made pursuant to
Article VIII, Section 1 hereof; provided however, that
if the Shares of the Trust are divided into Series thereof,
no Share of a particular Series shall have any priority or preference
over any other Share of the same Series with respect to dividends or
distributions paid in the ordinary course of business or distributions
upon dissolution of the Trust or of such Series made pursuant to
Article VIII, Section 1 hereof;
if the Shares of the Trust are divided into Classes thereof,
no Share of a particular Class shall have any priority or preference
over any other Share of the same Class with respect to dividends or
distributions paid in the ordinary course of business or distributions
upon dissolution of the Trust made pursuant to Article VIII,
Section 1 hereof; and
if the Shares of a Series are divided into Classes thereof,
no Share of a particular Class of such Series shall have any priority
or preference over any other Share of the same Class of such Series
with respect to dividends or distributions paid in the ordinary course
of business or distributions upon dissolution of such Series made
pursuant to Article VIII, Section 1 hereof.
All dividends and distributions shall be made ratably among all
Shareholders of the Trust, a particular Class of the Trust, a
particular Series, or a particular Class of a Series from the
Trust Property held with respect to the Trust, such Series or
such Class, respectively, according to the number of Shares of the
Trust, such Series or such Class held of record by such Shareholders
on the record date for any dividend or distribution; provided
however, that
if the Shares of the Trust are divided into Series thereof,
all dividends and distributions from the Trust Property and,
if applicable, held with respect to such Series, shall be distributed
to each Series thereof according to the net asset value computed for
such Series and within such particular Series, shall be distributed
ratably to the Shareholders of such Series according to the number of
Shares of such Series held of record by such Shareholders on the
record date for any dividend or distribution; and
if the Shares of the Trust or of a Series are divided into
Classes thereof, all dividends and distributions from the Trust
Property and, if applicable, held with respect to the Trust or
such Series, shall be distributed to each Class thereof according
to the net asset value computed for such Class and within such
particular Class, shall be distributed ratably to the Shareholders of
such Class according to the number of Shares of such Class held of
record by such Shareholders on the record date for any
dividend or distribution.
Dividends and distributions may be paid in cash, in kind or in Shares.
(d) Before payment of any dividend there may be set aside out
of any funds of the Trust, or the applicable Series thereof, available
for dividends such sum or sums as the Board of Trustees may from
time to time, in its absolute discretion, think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Trust, or any Series
thereof, or for such other lawful purpose as the Board of Trustees
shall deem to be in the best interests of the Trust, or the applicable
Series, as the case may be, and the Board of Trustees may abolish
any such reserve in the manner in which the reserve was created.
Section 2. Redemptions at the Option of a Shareholder. Unless
otherwise provided in the prospectus of the Trust relating to the
Shares, as such prospectus may be amended from time to time:
(a) The Trust shall purchase such Shares as are offered by any
Shareholder for redemption upon the presentation of a proper instrument
of transfer together with a request directed to the Trust or a Person
designated by the Trust that the Trust purchase such Shares and/or in
accordance with such other procedures for redemption as the Board of
Trustees may from time to time authorize. If certificates have been
issued to a Shareholder, any request for redemption by such Shareholder
must be accompanied by surrender of any outstanding certificate or
certificates for such Shares in form for transfer, together with such
proof of the authenticity of signatures as may reasonably be
required on such Shares and accompanied by proper stock transfer stamps,
if applicable.
(b) The Trust shall pay for such Shares the net asset value thereof
as determined by the Trustees (or by such Person to whom such
determination has been delegated) (excluding any applicable redemption
fee or sales load), in accordance with this Declaration of Trust, the
By-Laws, the 1940 Act and other applicable law. Payments for Shares so
redeemed by the Trust shall be made in cash, except payment for such
Shares may, at the option of the Board of Trustees, or such officer or
officers as it may duly authorize in its complete discretion, be made
in kind or partially in cash and partially in kind. In case of any
payment in kind, the Board of Trustees, or its authorized officers,
shall have absolute discretion as to what security or securities of
the Trust or the applicable Series shall be distributed in kind and
the amount of the same; and the securities shall be valued for purposes
of distribution at the value at which they were appraised in computing
the then current net asset value of the Shares, provided that any
Shareholder who cannot legally acquire securities so distributed in
kind shall receive cash to the extent permitted by the 1940 Act.
Shareholders shall bear the expenses of in-kind transactions, including,
but not limited to, transfer agency fees, custodian fees and costs of
disposition of such securities.
(c) Payment by the Trust for such redemption of Shares shall be made
by the Trust to the Shareholder within seven days after the date on
which the redemption request is received in proper form and/or such
other procedures authorized by the Board of Trustees are complied
with; provided, however, that if payment shall be made other than
exclusively in cash, any securities to be delivered as part of such
payment shall be delivered as promptly as any necessary transfers of
such securities on the books of the several corporations or other
Person whose securities are to be delivered practicably can be made,
which may not necessarily occur within such seven-day period. 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.
(d) The obligations of the Trust set forth in this Section 2 are
subject to the provision that such obligations may be suspended or
postponed by the Board of Trustees (1) during any time the
New York Stock Exchange (the "Exchange") is closed for other than
weekends or holidays; (2) if permitted by the rules of the Commission,
during periods when trading on the Exchange is restricted; or (3)
during any National Financial Emergency. The Board of Trustees may,
in its discretion, declare that the suspension relating to a National
Financial Emergency shall terminate, as the case may be, on the first
business day on which the Exchange shall have reopened or the period
specified above shall have expired (as to which, in the absence of
an official ruling by the Commission, the determination of the
Board of Trustees shall be conclusive). In the case of a
suspension of the right of redemption as provided herein, a
Shareholder may either withdraw the request for redemption or
receive payment based on the net asset value per Share next
determined after the termination of such suspension, less any
fees imposed on such redemption.
(e) The right of any Shareholder of the Trust or any
Series or Class thereof to receive dividends or other
distributions on Shares redeemed and all other rights of
such Shareholder with respect to the Shares so redeemed,
except the right of such Shareholder to receive payment for
such Shares, shall cease at the time the purchase price of
such Shares shall have been fixed, as provided above.
Section 3. Redemptions at the Option of the Trust. At
the option of the Board of Trustees the Trust may, from time to
time, without the vote of the Shareholders, but subject to the 1940 Act,
redeem Shares or authorize the closing of any Shareholder account, subject
to such conditions and for such reasons as may be established from time
to time by the Board of Trustees, including, without limitation, (i)
the determination of the Trustees that direct or indirect ownership of
Shares of the Trust or any Series has or may become concentrated in
such Shareholder to an extent that would disqualify any Series as a
regulated investment company under the Code
(or any successor statute thereto), (ii) the failure of a
Shareholder to supply a tax identification number if required to do
so, or to have the minimum investment required (which may vary by
Series or Class), (iii) if the Share activity of the account or
ownership of Shares by a particular Shareholder is deemed by the
Trustees either to affect adversely the management of the Trust or
any Series or Class or not to be in the best interests of the remaining
Shareholders of the Trust or any Series or Class or (iv) the failure
of a Shareholder to pay when due for the purchase of Shares
issued to him. Any such redemption shall be effected at the redemption
price and in the manner provided in this Article VI.
Section 4. Transfer of Shares. Shares shall be transferable
in accordance with the provisions of the By-Laws.
ARTICLE VII
LIMITATION OF LIABILITY
AND INDEMNIFICATION OF AGENT
Section 1. Limitation of Liability.
(a) For the purpose of this Article, "Agent" means any Person
who is or was a Trustee, officer, employee or other agent of
the Trust or is or was serving at the request of the Trust
as a trustee, director, officer, employee or other agent of
another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise; "Proceeding" means any
threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative; and "Expenses"
include without limitation attorneys' fees and any expenses of
establishing a right to indemnification under this Article.
(b) An Agent shall be liable to the Trust and to any
Shareholder for any act or omission that constitutes a bad
faith violation of the implied contractual covenant of good
faith and fair dealing, for such Agent's own willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Agent (such conduct referred to
herein as "Disqualifying Conduct"), and for nothing else.
(c) Subject to subsection (b) of this Section 1 and to the
fullest extent that limitations on the liability of Agents are
permitted by the DSTA, the Agents shall not be responsible or
liable in any event for any act or omission of any other Agent
of the Trust or any Investment Adviser or Principal Underwriter
of the Trust.
(d) No Agent, when acting in its respective capacity as
such, shall be personally liable to any Person, other than the
Trust or a Shareholder to the extent provided in subsections (b)
and (c) of this Section 1, for any act, omission or obligation
of the Trust or any Trustee thereof.
(e) Each Trustee, officer and employee of the Trust shall,
in the performance of his or her duties, be fully and
completely justified and protected with regard to any act or
any failure to act resulting from reliance in good faith
upon the books of account or other records of the Trust,
upon an opinion of counsel, or upon reports made to the
Trust by any of its officers or employees or by the Investment
Adviser, the Principal Underwriter, any other Agent, selected
dealers, accountants, appraisers or other experts or consultants,
regardless of whether such counsel or expert may also be a
Trustee, as to matters the Trustee, officer or employee of the
Trust reasonably believes are within such Person's professional
or expert competence. The officers and Trustees may obtain the
advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust, the By-Laws,
applicable law and their respective duties as officers or
Trustees. No such officer or Trustee shall be liable for
any act or omission in accordance with such advice, records
and/or reports and no inference concerning liability shall
arise from a failure to follow such advice, records and/or
reports. The officers and Trustees shall not be required to
give any bond hereunder, nor any surety if a bond is required
by applicable law.
(f) The failure to make timely collection of dividends or
interest, or to take timely action with respect to entitlements,
on the Trust's securities issued in emerging countries, shall
not be deemed to be negligence or other fault on the part of
any Agent, and no Agent shall have any liability for such
failure or for any loss or damage resulting from the imposition
by any government of exchange control restrictions which might
affect the liquidity of the Trust's assets or from any war or
political act of any foreign government to which such assets
might be exposed, except, in the case of a Trustee or officer,
for liability resulting from such Trustee's or officer's
Disqualifying Conduct.
(g) The limitation on liability contained in this Article
applies to events occurring at the time a Person serves as an
Agent whether or not such Person is an Agent at the time of any
Proceeding in which liability is asserted.
(h) No amendment or repeal of this Article shall adversely
affect any right or protection of an Agent that exists at the
time of such amendment or repeal.
Section 2. Indemnification.
(a) Indemnification by Trust. The Trust shall indemnify,
out of Trust Property, to the fullest extent permitted under
applicable law, any Person who was or is a party, potential party
or non-party witness or is threatened to be made a party, potential
party or non-party witness to any Proceeding by reason of the fact
that such Person is or was an Agent of the Trust, against Expenses,
judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such Proceeding if such
Person acted in good faith or in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of
such Person was unlawful. The termination of any Proceeding by
judgment, order, settlement, conviction or plea of nolo contendere
or its equivalent shall not of itself create a presumption that the
Person did not act in good faith or that the Person had reasonable
cause to believe that the Person's conduct was unlawful.
(b) Exclusion of Indemnification. Notwithstanding any provision
to the contrary contained herein, there shall be no right to
indemnification for any liability arising by reason of the Agent's
Disqualifying Conduct. In respect of any claim, issue or matter as
to which that Person shall have been adjudged to be liable in the
performance of that Person's duty to the Trust or the Shareholders,
indemnification shall be made only to the extent that the court in which
that action was brought shall determine, upon application or otherwise,
that in view of all the circumstances of the case, that Person was not
liable by reason of that Person's Disqualifying Conduct.
(c) Required Approval. Any indemnification under this Article shall
be made by the Trust if authorized in the specific case on a determination
that indemnification of the Agent is proper in the circumstances by (i)
a final decision on the merits by a court or other body before whom the
proceeding was brought that the Agent was not liable by reason of
Disqualifying Conduct (including, but not limited to, dismissal of
either a court action or an administrative proceeding against the
Agent for insufficiency of evidence of any Disqualifying Conduct)
or, (ii) in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the Agent was not liable by
reason of Disqualifying Conduct, by (1) the vote of a majority of a
quorum of the Trustees who are not (x) "interested persons" of the
Trust as defined in Section 2(a)(19) of the 1940 Act, (y) parties to
the proceeding, or (z) parties who have any economic or other interest
in connection with such specific case (the "disinterested, non-party
Trustees"); or (2) by independent legal counsel in a written opinion.
(d) Advancement of Expenses. Expenses incurred by an Agent in
defending any Proceeding may be advanced by the Trust before the
final disposition of the Proceeding on receipt of an undertaking by or
on behalf of the Agent to repay the amount of the advance if it shall
be determined ultimately that the Agent is not entitled to be indemnified
as authorized in this Article; provided, that at least one of the
following conditions for the advancement of expenses is met: (i) the
Agent shall provide a security for his undertaking, (ii) the Trust
shall be insured against losses arising by reason of any lawful
advances, or (iii) a majority of a quorum of the disinterested,
non-party Trustees of the Trust, or an independent legal counsel
in a written opinion, shall determine, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that
there is reason to believe that the Agent ultimately will be found
entitled to indemnification.
(e) Other Contractual Rights. Nothing contained in this
Article shall affect any right to indemnification to which
Persons other than Trustees and officers of the Trust or any
subsidiary thereof may be entitled by contract or otherwise.
(f) Fiduciaries of Employee Benefit Plan. This Article
does not apply to any Proceeding against any trustee, investment
manager or other fiduciary of an employee benefit plan in that
Person's capacity as such, even though that Person may also be an
Agent of the Trust as defined in Section 1 of this Article. Nothing
contained in this Article shall limit any right to indemnification to
which such a trustee, investment manager, or other fiduciary may be
entitled by contract or otherwise which shall be enforceable to the
extent permitted by applicable law other than this Article.
(g) Joint and Several Obligations. Notwithstanding any other
provision in this Declaration of Trust to the contrary, any amount of
indemnification and any advancement of expenses that any Agent is
entitled to be paid under Section 2 shall be deemed to be joint and
several obligations of the Trust and each Series, and the assets
of the Trust and each Series shall be subject to the claims of any
Agent therefor under this Article VII; provided that any such
liability, expense or obligation may be allocated and charged by
the Board of Trustees between or among the Trust and/or any one
or more Series (and Classes) in such manner as the Board of
Trustees in its sole discretion deem fair and equitable.
Section 3. Insurance. To the fullest extent permitted
by applicable law, the Board of Trustees shall have the
authority to purchase with Trust Property, insurance for
liability and for all Expenses reasonably incurred or paid or
expected to be paid by an Agent in connection with any Proceeding
in which such Agent becomes involved by virtue of such Agent's
actions, or omissions to act, in its capacity or former capacity
with the Trust, whether or not the Trust would have the power to
indemnify such Agent against such liability.
Section 4. Derivative Actions. In addition to the requirements
set forth in Section 3816 of the DSTA, a Shareholder or Shareholders
may bring a derivative action on behalf of the Trust only if the
following conditions are met:
(a) The Shareholder or Shareholders must make a pre-suit demand
upon the Board of Trustees to bring the subject action unless an
effort to cause the Board of Trustees to bring such an action is
not likely to succeed. For purposes of this Section 4, a demand
on the Board of Trustees shall only be deemed not likely to
succeed and therefore excused if a majority of the Board of
Trustees, or a majority of any committee established to
consider the merits of such action, is composed of Trustees
who are not "independent trustees" (as such term is defined
in the DSTA).
(b) Unless a demand is not required under paragraph (a)
of this Section 4, Shareholders eligible to bring such
derivative action under the DSTA who hold at least 10%
of the outstanding Shares of the Trust, or 10% of the
outstanding Shares of the Series or Class to which such action
relates, shall join in the request for the Board of Trustees to
commence such action; and
(c) Unless a demand is not required under paragraph (a) of
this Section 4, the Board of Trustees must be afforded a
reasonable amount of time to consider such Shareholder request
and to investigate the basis of such claim. The Board of
Trustees shall be entitled to retain counsel or other advisors
in considering the merits of the request and shall require an
undertaking by the Shareholders making such request to reimburse
the Trust for the expense of any such advisors in the event that
the Board of Trustees determine not to bring such action.
For purposes of this Section 4, the Board of Trustees may
designate a committee of one Trustee to consider a Shareholder
demand if necessary to create a committee with a majority of
Trustees who are "independent trustees" (as such term is
defined in the DSTA).
In addition to all suits, claims or other actions (collectively, "claims")
that under applicable law must be brought as derivative claims, each
Shareholder of the Trust or any Series or Class thereof agrees that
any claim that affects all Shareholders of a Series or Class equally,
that is, proportionately based on their number of Shares in such Series or
Class, must be brought as a derivative claim subject to this Section 4
irrespective of whether such claim involves a violation of the
Shareholders' rights under this Declaration of Trust or any other
alleged violation of contractual or individual rights that might
otherwise give rise to a direct claim.
Section 5. Jurisdiction and Waiver of Jury Trial. In
accordance with Section 3804(e) of the DSTA any suit, action or
proceeding brought by or in the right of any Shareholder or any
person claiming any interest in any Shares seeking to enforce any
provision of, or based on any matter arising out of, or in
connection with, this Declaration of Trust or the Trust, any Series or
Class or any Shares, including any claim of any nature against the
Trust, any Series or Class, the Trustees or officers of the Trust,
shall be brought exclusively in the Court of Chancery of the State of
Delaware to the extent there is subject matter jurisdiction in such
court for the claims asserted or, if not, then in the Superior Court
of the State of Delaware, and all Shareholders and other such Persons
hereby irrevocably consent to the jurisdiction of such courts (and
the appropriate appellate courts therefrom) in any such suit, action
or proceeding and irrevocably waive, to the fullest extent permitted
by law, any objection they may make now or hereafter have to the
laying of the venue of any such suit, action or proceeding in such
court or that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum and further,
in connection with any such suit, action, or proceeding brought in
the Superior Court in the State of Delaware, all Shareholders and
all other such Persons irrevocably waive the right to a trial by
jury to the fullest extent permitted by law. All Shareholders and
other such Persons agree that service of summons, complaint or
other process in connection with any proceedings may be made by
registered or certified mail or by overnight courier addressed to
such Person at the address shown on the books and records of the
Trust for such Person or at the address of the Person shown on
the books and records of the Trust with respect to the Shares
that such Person claims an interest in. Service of process in
any such suit, action or proceeding against the Trust or any
Trustee or officer of the Trust may be made at the address of the
Trust's registered agent in the State of Delaware. Any service
so made shall be effective as if personally made in the State of Delaware.
ARTICLE VIII
CERTAIN TRANSACTIONS
Section 1. Dissolution of Trust or Series. The Trust and each Series
shall have perpetual existence, except that the Trust (or a particular Series)
shall be dissolved:
(a) With respect to the Trust, (i) upon the vote of the holders of not
less than a majority of the Shares of the Trust cast, or (ii) at the
discretion of the Board of Trustees either (A) at any time there are no
Shares outstanding of the Trust, or (B) upon prior written notice to the
Shareholders of the Trust; or
(b) With respect to a particular Series, (i) upon the vote of the
holders of not less than a majority of the Shares of such Series cast,
or (ii) at the discretion of the Board of Trustees either (A) at any
time there are no Shares outstanding of such Series, or (B) upon
prior written notice to the Shareholders of such Series; or
(c) With respect to the Trust (or a particular Series), upon the
occurrence of a dissolution or termination event pursuant to any other
provision of this Declaration of Trust (including Article VIII, Section 2)
or the DSTA; or
(d) With respect to any Series, upon any event that causes the
dissolution of the Trust.
Upon dissolution of the Trust (or a particular Series, as the case
may be), the Board of Trustees shall (in accordance with
Section 3808 of the DSTA) pay or make reasonable provision to
pay all claims and obligations of the Trust and/or each Series
(or the particular Series, as the case may be), including,
without limitation, all contingent, conditional or unmatured
claims and obligations known to the Trust, and all claims and
obligations which are known to the Trust, but for which the
identity of the claimant is unknown. If there are sufficient
assets held with respect to the Trust and/or each Series of the
Trust (or the particular Series, as the case may be), such
claims and obligations shall be paid in full and any such
provisions for payment shall be made in full. If there are
insufficient assets held with respect to the Trust and/or
each Series of the Trust (or the particular Series, as the case may be),
such claims and obligations shall be paid or provided for according to
their priority and, among claims and obligations of equal priority,
ratably to the extent of assets available therefor. Any remaining
assets (including, without limitation, cash, securities or any
combination thereof) held with respect to the Trust and/or each
Series of the Trust (or the particular Series, as the case may be)
shall be distributed to the Shareholders of the Trust and/or each
Series of the Trust (or the particular Series, as the case may be)
ratably according to the number of Shares of the Trust and/or such
Series thereof (or the particular Series, as the case may be) held
of record by the several Shareholders on the date for such
dissolution distribution; provided, however, that if the Shares
of the Trust or a Series are divided into Classes thereof, any
remaining assets (including, without limitation, cash, securities
or any combination thereof) held with respect to the Trust or such
Series, as applicable, shall be distributed to each Class of the
Trust or such Series according to the net asset value computed for
such Class and within such particular Class, shall be distributed
ratably to the Shareholders of such Class according to the number
of Shares of such Class held of record by the several Shareholders
on the date for such dissolution distribution. Upon the winding up
of the Trust in accordance with Section 3808 of the DSTA and its
termination, any one (1) Trustee shall execute, and cause to be
filed, a certificate of cancellation, with the office of the
Secretary of State of the State of Delaware in accordance with
the provisions of Section 3810 of the DSTA. In connection with
the dissolution and liquidation of the Trust or the termination
of any Series or any Class, the Trustees may provide for the
establishment and utilization of a liquidating trust or similar
vehicle.
Section 2. Merger or Consolidation; Conversion; Reorganization.
(a) Merger or Consolidation. Pursuant to an agreement of merger
or consolidation, the Board of Trustees, by vote of a majority of the
Trustees, may cause the Trust to merge or consolidate with or into one
or more statutory trusts or "other business entities" (as defined in
Section 3801 of the DSTA) formed or organized or existing under the
laws of the State of Delaware or any other state of the United States or
any foreign country or other foreign jurisdiction. Any such merger or
consolidation shall not require the vote of the Shareholders unless
such vote is required by the 1940 Act; provided however, that the
Board of Trustees shall provide at least thirty (30) days' prior
written notice to the Shareholders of such merger or consolidation.
By reference to Section 3815(f) of the DSTA, any agreement of merger
or consolidation approved in accordance with this Section 2(a) may,
without a Shareholder vote unless required by the 1940 Act or the
requirements of any securities exchange on which Shares are listed
for trading, effect any amendment to this Declaration of Trust or
the By-Laws or effect the adoption of a new governing instrument
if the Trust is the surviving or resulting statutory trust in the
merger or consolidation, which amendment or new governing instrument
shall be effective at the effective time or date of the merger or
consolidation. In all respects not governed by the DSTA, the 1940 Act,
other applicable law or the requirements of any securities exchange on
which Shares are listed for trading, the Board of Trustees shall have
the power to prescribe additional procedures necessary or appropriate
to accomplish a merger or consolidation, including the power to create
one or more separate statutory 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 into beneficial interests
in such separate statutory trust or trusts. In connection with any
merger or consolidation, if the Trust is the surviving or resulting
statutory trust, any one (1) Trustee shall execute, and cause to be
filed, a certificate of merger or consolidation in accordance with
Section 3815 of the DSTA.
(b) Conversion. The Board of Trustees, by vote of a majority of
the Trustees, may cause (i) the Trust to convert to an "other
business entity" (as defined in Section 3801 of the DSTA) formed
or organized under the laws of the State of Delaware as permitted pursuant to
Section 3821 of the DSTA; (ii) the Shares of the Trust or any Series or Class
to be converted into beneficial interests in another statutory trust (or
series or class thereof) created pursuant to this Section 2 of this
Article VIII, or (iii) the Shares to be exchanged under or pursuant to
any state or federal statute to the extent permitted by law. Any such
statutory conversion, Share conversion or Share exchange shall not
require the vote of the Shareholders unless such vote is required by
the 1940 Act; provided however, that the Board of Trustees shall
provide at least thirty (30) days' prior written notice to the
Shareholders of the Trust of any conversion of Shares of the Trust
pursuant to Subsections (b)(i) or (b)(ii) of this Section 2 or
exchange of Shares of the Trust pursuant to Subsection (b)(iii)
of this Section 2, and at least thirty (30) days' prior written
notice to the Shareholders of a particular Series or Class of any
conversion of Shares of such Series or Class pursuant to Subsection
(b)(ii) of this Section 2 or exchange of Shares of such Series or
Class pursuant to Subsection (b)(iii) of this Section 2. In all
respects not governed by the DSTA, the 1940 Act, other applicable
law or the requirements of any securities exchange on which Shares
are listed for trading, the Board of Trustees shall have the
power to prescribe additional procedures necessary or appropriate
to accomplish a statutory conversion, Share conversion or Share
exchange, including the power to create one or more separate
statutory 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 or Class thereof into beneficial interests in such
separate statutory trust or trusts (or series or class thereof).
(c) Reorganization. The Board of Trustees, by vote of a
majority of the Trustees, may cause the Trust to sell,
convey and transfer all or substantially all of the assets of the
Trust ("sale of Trust assets") or all or substantially all of the
assets associated with any one or more Series ("sale of such
Series' assets") or any one or more Classes ("sale of such
Class's assets"), to another trust, statutory trust,
partnership, limited partnership, limited liability company,
corporation or other association organized under the laws
of any state, or to one or more separate series or class
thereof, or to the Trust to be held as assets associated
with one or more other Series or Classes of the Trust, in
exchange for cash, shares or other securities (including,
without limitation, in the case of a transfer to another Series or
Class of the Trust, Shares of such other Series or Class) with such
sale, conveyance and transfer either (a) being made subject to, or
with the assumption by the transferee of, the liabilities
associated with the Trust or the liabilities associated with
the Series or Class the assets of which are so transferred, as
applicable, or (b) not being made subject to, or not with the
assumption of, such liabilities. Any such sale, conveyance and
transfer shall not require the vote of the Shareholders unless
such vote is required by the 1940 Act; provided however, that the
Board of Trustees shall provide at least thirty (30) days' prior
written notice to the Shareholders of the Trust of any such sale
of Trust assets, at least thirty (30) days' prior written notice
to the Shareholders of a particular Series of any sale of such
Series' assets, and at least thirty (30) days' prior written
notice to the Shareholders of a particular Class of any sale
of such Class's assets. Following such sale of Trust assets,
the Board of Trustees shall distribute such cash, shares or
other securities ratably among the Shareholders of the Trust
(giving due effect to the assets and liabilities associated
with and any other differences among the various Series the
assets associated with which have been so sold, conveyed and
transferred, and due effect to the differences among the various
Classes within each such Series). Following a sale of such Series'
assets, the Board of Trustees shall distribute such cash, shares or
other securities ratably among the Shareholders of such Series (giving
due effect to the differences among the various Classes within each
such Series). Following a sale of such Class's assets, the Board of
Trustees shall distribute such cash, shares or other securities
ratably among the Shareholders of such Class. If all of the assets
of the Trust have been so sold, conveyed and transferred, the
Trust shall be dissolved; and if all of the assets of a Series or
Class have been so sold, conveyed and transferred, such Series
and the Classes thereof, or such Class, shall be dissolved. In
all respects not governed by the DSTA, the 1940 Act or other
applicable law, the Board of Trustees shall have the power to
prescribe additional procedures necessary or appropriate to
accomplish such sale, conveyance and transfer, including the
power to create one or more separate statutory 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 into beneficial interests in such separate statutory
trust or trusts.
Section 3. Master Feeder Structure. If permitted by the 1940 Act,
the Board of Trustees, by vote of a majority of the Trustees, and without a
Shareholder vote, may cause the Trust or any one or more Series to
convert to a master feeder structure (a structure in which a feeder
fund invests all of its assets in a master fund, rather than making
investments in securities directly) and thereby cause existing
Series of the Trust to either become feeders in a master fund, or
to become master funds in which other funds are feeders.
Section 4. Absence of Appraisal or Dissenters' Rights.
No Shareholder shall be entitled, as a matter of right, to
relief as a dissenting Shareholder in respect of any proposal
or action involving the Trust or any Series or any Class thereof.
ARTICLE IX
AMENDMENTS
Section 1. Amendments Generally. This Declaration of Trust
may be restated and/or amended at any time by an instrument in
writing signed by not less than a majority of the Board of
Trustees and, to the extent required by the 1940 Act or the
requirements of any securities exchange on which Shares are
listed for trading, by approval of such amendment by the
Shareholders in accordance with Article III, Section 6 hereof
and Article V hereof. Any such restatement and/or amendment
hereto shall be effective immediately upon execution and approval
or upon such future date and time as may be stated therein. The
Certificate of Trust shall be restated and/or amended at any time
by the Board of Trustees, without Shareholder approval, to correct
any inaccuracy contained therein. Any such restatement and/or
amendment of the Certificate of Trust shall be executed by at
least one (1) Trustee and shall be effective immediately upon
its filing with the office of the Secretary of State of the
State of Delaware or upon such future date as may be stated therein.
ARTICLE X
MISCELLANEOUS
Section 1. References; Headings; Counterparts. In this
Declaration of Trust and in any restatement hereof and/or
amendment hereto, references to this instrument, and all
expressions of similar effect to "herein," "hereof" and
"hereunder," shall be deemed to refer to this instrument as
so restated and/or amended. 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. Any references herein to specific
sections of the DSTA, the Code or the 1940 Act shall refer to
such sections as amended from time to time or any successor
sections thereof. This instrument may be executed in any
number of counterparts, each of which shall be deemed an original.
Section 2. Applicable Law. This 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 applicable provisions of the 1940 Act and the Code;
provided, that, all matters relating to or in connection with
the conduct of Shareholders' and Trustees' meetings (excluding,
however, the Shareholders' right to vote), including, without
limitation, matters relating to or in connection with record
dates, notices to Shareholders or Trustees, nominations and
elections of Trustees, voting by, and the validity of,
Shareholder proxies, quorum requirements, meeting adjournments,
meeting postponements and inspectors, which are not
specifically addressed in this Declaration of Trust, in the
By-Laws or in the DSTA (other than DSTA Section 3809),
or as to which an ambiguity exists, shall be governed by the
Delaware General Corporation Law, and judicial interpretations
thereunder, as if the Trust were a Delaware corporation, the
Shareholders were shareholders of such Delaware corporation
and the Trustees were directors of such Delaware corporation;
provided, further, however, that there shall not be applicable
to the Trust, the Trustees, the Shareholders or any other
Person or to this Declaration of Trust or the By-Laws (a) the
provisions of Sections 3533, 3540 and 3583(a) of Title 12
of the Delaware Code or (b) any provisions of the laws
(statutory or common) of the State of Delaware (other than the DSTA)
pertaining to trusts which relate to or regulate (i) the
filing with any court or governmental body or agency of
trustee accounts or schedules of trustee fees and charges, (ii)
affirmative requirements to post bonds for trustees, officers,
agents or employees of a trust, (iii) the necessity for obtaining
court or other governmental approval concerning the acquisition,
holding or disposition of real or personal property, (iv) fees or
other sums payable to trustees, officers, agents or employees of a
trust, (v) the allocation of receipts and expenditures to income or
principal, (vi) restrictions or limitations on the permissible
nature, amount or concentration of trust investments or
requirements relating to the titling, storage or other
manner of holding trust assets, or (vii) the establishment of
fiduciary or other standards or responsibilities or limitations
on the indemnification, acts or powers of trustees or other
Persons, which are inconsistent with the limitations of
liabilities or authorities and powers of the Trustees or
officers of the Trust set forth or referenced in this
Declaration of Trust or the By-Laws. The Trust shall be a
Delaware statutory trust pursuant to the DSTA, and without
limiting the provisions hereof, the Trust may exercise all
powers which are ordinarily exercised by such a statutory
trust.
Section 3. Provisions in Conflict with Law or Regulations.
(a) The provisions of this Declaration of Trust are severable,
and if the Board of Trustees shall determine, with the advice of
counsel, that any of such provisions is in conflict with the
1940 Act, the Code, the DSTA, or with other applicable laws and
regulations, the conflicting provision shall be deemed not to
have constituted a part of this Declaration of Trust from the
time when such provisions became inconsistent with such laws or
regulations; provided, however, that such determination shall
not affect any of the remaining provisions of this Declaration
of Trust or render invalid or improper any action taken or
omitted prior to such determination.
(b) If any provision of this Declaration of Trust shall be
held invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall attach only to such
provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other
provision of this Declaration of Trust in any jurisdiction.
Section 4. Statutory Trust Only. It is the intention
of the Trustees to create hereby a statutory trust pursuant
to the DSTA, and thereby to create the relationship of
trustee and beneficial owners within the meaning of the DSTA
between, respectively, the Trustees and each Shareholder. It
is not the intention of the Trustees to create a general or limited
partnership, limited liability company, joint stock association,
corporation, bailment, or any form of legal relationship other than a
statutory trust pursuant to the DSTA. Nothing in this Declaration of
Trust shall be construed to make the Shareholders, either by themselves
or with the Trustees, partners or members of a joint stock association.
Section 5. Use of the Names "Franklin," "▇▇▇▇▇▇▇▇▇," "Fiduciary Trust,"
and/or "Institutional Fiduciary Trust". The Board of Trustees expressly
agrees and acknowledges that the names "▇▇▇▇▇▇▇▇," "▇▇▇▇▇▇▇▇▇,"
"Fiduciary Trust," and "Institutional Fiduciary Trust" are the sole
property of Franklin Resources, Inc. ("FRI"). FRI has granted to the
Trust a non-exclusive license to use such names as part of the
name of the Trust now and in the future. The Board of Trustees
further expressly agrees and acknowledges that the non-exclusive
license granted herein may be terminated by FRI if the Trust
ceases to use FRI or one of its Affiliates as Investment Adviser
or to use other Affiliates or successors of FRI for such purposes.
In such event, the non-exclusive license may be revoked by FRI
and the Trust shall cease using the names "Franklin," "▇▇▇▇▇▇▇▇▇,"
"Fiduciary Trust," "Institutional Fiduciary Trust" or any name
misleadingly implying a continuing relationship between the
Trust and FRI or any of its Affiliates, as part of its name
unless otherwise consented to by FRI or any successor to its
interests in such names.
The Board of Trustees further understands and agrees that so
long as FRI and/or any future advisory Affiliate of FRI shall
continue to serve as the Trust's Investment Adviser, other
registered open- or closed-end investment companies ("funds")
as may be sponsored or advised by FRI or its Affiliates shall
have the right permanently to adopt and to use the names
"Franklin", "▇▇▇▇▇▇▇▇▇," "Fiduciary Trust" and/or
"Institutional Fiduciary Trust" in their names and in
the names of any series or Class of shares of such funds.
IN WITNESS WHEREOF, the Trustees of Franklin Global Trust
named below do hereby make and enter into this Declaration of
Trust as of the date first written above.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustee /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee