Exhibit 1
STEINROE VARIABLE INVESTMENT FUND
AGREEMENT AND DECLARATION OF TRUST
TABLE OF CONTENTS
First: Name........................................................1
Second: Purposes...................................................1
Third: Address and Resident Agent..................................3
Fourth: Shares.....................................................3
A. Definition.................................................3
B. Division of Beneficial Interest............................3
C. Ownership of Shares........................................3
D. Status of Shares and Limitations of Personal Liability.....4
Fifth: No Preemptive Rights........................................4
Sixth: Issue, Redemption, and Repurchase of Shares.................4
Section I. Issue of the Trust's Shares........................4
1.01 General..............................................4
1.02 Price................................................4
1.03 Fractional Shares....................................5
1.04 Assets of a Series...................................5
Section II. Redemption and Repurchase of the Trust's Shares...5
2.01 Redemption of Shares.................................5
2.02 Price................................................5
2.03 Payment..............................................6
2.04 Effect of Suspension of Determination of Net Asset
Value................................................6
2.05 Repurchase by Agreement..............................6
2.06 Redemption of Shareholder's Interest.................6
2.07 Additional Provisions Relating to Redemptions and
Repurchases....................................7
Section III. Net Asset Value of Shares........................7
3.01 By Whom Determined...................................7
3.02 When Determined......................................7
3.03 Suspension of Determination of Net Asset Value.......7
3.04 Computation of Per Share Net Asset Value.............8
3.05 Miscellaneous........................................8
Section IV. Compliance with Investment Company Act of 1940....9
Seventh: Board of Trustees.........................................9
A. Election...................................................9
B. Effect of Death, Resignation, Etc. of a Trustee...........10
▇. ▇▇▇▇▇▇....................................................10
D. Payment of Expenses by Trust..............................12
E. Ownership of Assets of the Trust..........................12
F. Advisory, Management and Distribution.....................12
Eighth: Liability.................................................13
A. Trustees, Shareholders, Etc. Not Personally Liable;
Notice....................................................13
B. Trustee's Good Faith Action; Expert Advice; No Bond or
Surety....................................................14
C. Liability of Third Persons Dealing with Trustees..........14
Ninth: Determination of Net Profits, Etc.; Dividends..............14
Tenth: Indemnification............................................15
A. Indemnification Generally.................................15
B. Determination of Eligibility..............................15
C. Indemnification Not Exclusive.............................16
D. Shareholders..............................................17
E. Contractual Rights .......................................17
F. Protection of Rights .....................................17
Eleventh: Reservation of Right to Amend...........................17
A. By Board of Trustees......................................17
B. By Shareholders...........................................18
Twelfth: Shareholders' Voting Powers and Meetings.................18
A. Shareholders' Voting Powers...............................18
B. Meetings..................................................18
C. Quorum and Required Vote..................................19
D. Place of Meeting..........................................19
E. Notice of Meetings; Adjournment...........................19
F. Share Ledger..............................................20
G. Action by Written Consent.................................20
Thirteenth: Use of Name.. ........................................20
Fourteenth: Miscellaneous.........................................20
A. Duration and Termination of Trust.........................20
B. Filing of Copies; References; Headings....................20
C. Applicable Law............................................21
D. Severability .............................................21
1
AGREEMENT AND DECLARATION OF TRUST
THIS AGREEMENT AND DECLARATION OF TRUST ("Declaration of
Trust") is made at Boston, Massachusetts, this 9th day of
June, 1987, by the Trustee hereunder, and by the holders of
shares of beneficial interest to be issued hereunder as
hereinafter provided.
WITNESSETH that
WHEREAS, this Trust has been formed as a voluntary
association with transferable shares under the laws of the
Commonwealth of Massachusetts to carry on the business of an
investment company; and
WHEREAS, the Trustee has agreed to manage all property
coming into her hands as Trustee of a voluntary association in
the form of a Massachusetts business trust in accordance with
the provisions hereinafter set forth.
NOW THEREFORE, the Trustee hereby declares that she will
hold all cash, securities and other assets that she may from
time to time acquire in any manner as Trustee hereunder in Trust
to manage and dispose of the same upon the following terms and
conditions for the pro rata benefit of the holders from time to
time of shares of the applicable series in this Trust as
hereinafter set forth.
FIRST: NAME.
The name of this Trust is SteinRoe Variable Investment Fund
(the "Trust").
SECOND: PURPOSES.
The purposes for which the Trust is formed are:
1 To engage in the business of a management investment
company;
2 To invest and reinvest in, to buy or otherwise acquire, to
hold, for investment or otherwise, to sell or otherwise
dispose of, to lend or to pledge, to trade in or deal in,
securities or interests of all kinds, or obligations of all
kinds, or rights, warrants, or contracts, and to acquire
such securities, interests, or obligations, of or
guaranteed by any private or public company, corporation,
association, general or limited partnership, trust or other
enterprise or organization, foreign or domestic, or of or
guaranteed by any national, state or local government,
foreign or domestic, or their agencies, instrumentalities
or subdivisions, including but not limited to bonds,
debentures, preferred stocks, common stocks, convertible
securities, bills, time notes and all other evidences of
indebtedness; negotiable or non-negotiable instruments;
options; futures contracts and options on futures contracts;
government securities; and money market instruments,
including but not limited to bank certificates of deposit,
finance paper, commercial paper, bankers' acceptances, and
all kinds of repurchase agreements, of any corporation,
company, trust, association, firm or other business
organization, however established, and of any county, state,
municipality or other political subdivision, or of any other
governmental or quasi-governmental agency or instrumentality;
3 To invest and reinvest in, to buy or otherwise acquire, to
hold, for investment or otherwise, to sell or otherwise
dispose of, foreign currencies, funds, and exchange, and to
make deposits in banks, savings banks, trust companies, and
savings and loan associations, foreign or domestic;
4 To exercise all rights, powers, and privileges as owner of
any securities, property, or assets which might be
exercised by any individual owning such securities,
property, or assets in his own right;
5 To acquire (by purchase, lease, or otherwise) and to hold,
use, maintain, develop, and dispose of (by sale or
otherwise) any property, real or personal, and any interest
therein;
6 To aid by further investment any corporation, company,
trust, association, or firm, any obligation of or interest
in which is held by the Trust or in the affairs of which
the Trust has any direct or indirect interest; to do all
acts and things designed to protect, preserve, improve, or
enhance the value of such obligation or interest; to
guarantee or become surety on any or all of the contracts,
stocks, bonds, notes, debentures, and other obligations of
any such corporation, company, trust, association, or firm;
and
7 In general, to carry on any other business in connection
with or incidental to any of the foregoing objects and
purposes, and to engage in any and all lawful business
except as may be prohibited to be engaged in by a business
trust organized under the laws of the Commonwealth of
Massachusetts as in force from time to time, to do
everything necessary, suitable, or proper for the
accomplishment of any purpose or the attainment of any
object or the furtherance of any power hereinbefore set
forth, either alone or in association with others, and to
do every other act or thing incidental or appurtenant to or
growing out of or connected with the aforesaid business or
purposes, objects, or powers.
The Trust shall have the power to conduct and carry on its
business, or any part thereof, and to have one or more offices,
and to exercise any or all of its trust powers and rights, in
the Commonwealth of Massachusetts, in any other states,
territories, districts, colonies, and dependencies of the United
States, and in any or all foreign countries.
The foregoing clauses shall be construed both as objects
and powers, and the foregoing enumeration of specific powers
shall not be held to limit or restrict in any manner the general
powers of the Trust.
THIRD: ADDRESS AND RESIDENT AGENT.
The post office address of the principal office of the
Trust in the Commonwealth of Massachusetts is:
c/o CT Corporation System
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or such other office as the Board of Trustees may from time to
time designate.
The name and post office address of the resident agent of
the Trust in the Commonwealth of Massachusetts is:
CT Corporation System
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or such other person as the Board of Trustees may from time to
time designate. Such resident agent is a Massachusetts
corporation.
FOURTH: SHARES.
A. DEFINITION. "Shares" means the equal proportionate
transferable units of interest into which the beneficial
interest in the Trust shall be divided from time to time or, if
more than one series of shares is authorized by the Board of
Trustees, the equal proportionate units into which each series
shall be divided from time to time.
B. DIVISION OF BENEFICIAL INTEREST. The shares of the
Trust shall be issued in one or more series as the Board of
Trustees may, without shareholder approval, authorize. Each
series shall be preferred over all other series with respect to
the assets allocated to that series. The beneficial interest in
each series shall at all times be divided into shares, with or
without par value as the Board of Trustees may determine, each
of which shall represent an equal proportionate interest in the
series with each other share of the same series, none having
priority or preference over another. The number of shares
authorized shall be unlimited, and the shares so authorized may
be represented in part by fractional shares. The Board of
Trustees may from time to time divide or combine the shares of
any series into a greater or lesser number without thereby
changing the proportionate beneficial interests in the series.
C. OWNERSHIP OF SHARES. The ownership of shares shall be
recorded on the books of the Trust or its transfer or similar
agent. 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 as it considers appropriate for the issuance of share
certificates, the transfer of shares and similar matters. The
record books of the Trust as kept by the Trust or any transfer
or similar agent of the Trust, as the case may be, shall be
conclusive as to who are the shareholders of each series and as
to the number of shares of each series held from time to time by
each shareholder.
D. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY.
Shares shall be deemed to be personal property giving only the
rights provided in this instrument. Every shareholder by virtue
of having become a shareholder shall be deemed to have expressly
assented to and agreed to be bound by the terms hereof and to
have become a party hereto. The death of a shareholder during
the continuance of the Trust shall not operate to terminate the
same nor entitle the representative of such deceased shareholder
to an accounting or to take any action in court or elsewhere
against the Trust or the Board of Trustees, but only to the
rights of said decedent under this Trust. Ownership of shares
shall not entitle the shareholder to any title in or to the whole
or any part of the Trust property or right to call for a
partition or division of the same or for an accounting, nor shall
the ownership of shares constitute the shareholders to be
partners. Neither the Trust nor the Board of Trustees, nor any
officer, employee or agent of the Trust shall have any power to
bind personally any shareholder, nor, except as specifically
provided herein, to call upon any shareholder for the payment of
any sum of money or assessment whatsoever other than such as the
shareholder may at any time personally agree to pay.
FIFTH: NO PREEMPTIVE RIGHTS.
Shareholders shall have no preemptive or other right to
receive, purchase, or subscribe for any additional shares or
other securities issued by the Trust.
SIXTH: ISSUE, REDEMPTION, AND REPURCHASE OF SHARES.
SECTION I. ISSUE OF THE TRUST'S SHARES
1.01. GENERAL. The Board of Trustees may from time to
time issue, reissue, sell or cause to be issued and sold any of
the Trust's shares in one or more series as the Board of
Trustees may, without shareholder approval, authorize, including
any shares redeemed or repurchased by the Trust, for a
consideration determined in accordance with Section 1.02 hereof;
except that only shares previously contracted to be sold may be
issued during any period when the determination of net asset
value is suspended pursuant to the provisions of Section III
hereof.
1.02. PRICE. No shares of a series shall be issued or
sold by the Trust, except as a share dividend distributed to
shareholders of such series, for less than an amount which would
result in proceeds to the Trust, in connection with such
transaction, of at least the net asset value per share of such
series, determined as set forth in Section III hereof. The net
asset value per share applicable to any such transaction shall
be the net asset value per share of such series next determined
after receipt of an unconditional order for purchase of shares
of such series; except that, subject to applicable rules and
regulations, if any, of the Securities and Exchange Commission
or any other governmental body having similar jurisdiction over
the Trust (the "SEC"), the Board of Trustees may prescribe that
requests for purchase received prior to a time of day (the
"cutoff time") preceding the time of day prescribed for
determination of net asset value per share of such series shall
be transacted at the net asset value per share next determined
and that requests for purchase received after the cutoff time and
before the time for determination of the next net asset value per
share shall be transacted at the net asset value per share next
determined after the next net asset value per share of such
series. The criteria for determining what constitutes an
unconditional order for purchase of shares of a series and the
receipt of such an order shall be prescribed by the Board of
Trustees. All shares, when issued in accordance with the terms
of this Section I, shall be fully paid and nonassessable.
1.03. FRACTIONAL SHARES. The Trust may issue and sell or
cause to be issued and sold fractions of shares of a series
having pro rata all the rights of full shares of such series,
including, without limitation, the right to vote and to receive
dividends.
1.04. ASSETS OF A SERIES. All consideration received by
the Trust for the issue or sale of shares of each series
authorized by the Board of Trustees, together with all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, and any
funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to
the series of shares with respect to which the same were
received by the Trust for all purposes, subject only to the
rights of creditors of Trust assets allocated to such series,
and shall be so recorded upon the books of account of the Trust
and are herein referred to as "assets of" such series.
SECTION II. REDEMPTION AND REPURCHASE OF THE TRUST'S SHARES
2.01. REDEMPTION OF SHARES. Any shares of any series of
the Trust may be redeemed at the option of the holder of such
shares and, to the extent permitted in Section 2.06 hereof, at
the option of the Trust, at the redemption price for such shares,
determined in the manner set out in this Declaration of Trust or
in any amendment hereto. Unless otherwise provided by resolution
of the Board of Trustees, shares redeemed shall be cancelled.
Redeemed shares which have not been cancelled may be resold by
the Trust. The Trust shall redeem shares subject to the
conditions and at the price determined as hereinafter set forth.
2.02. PRICE. Shares shall be redeemed at the net asset
value per share of the appropriate series, determined as set
forth in Section III hereof. The net asset value per share of
such series applicable to any such redemption of shares shall be
the net asset value per share next determined after receipt of a
request for redemption of such shares in proper form, except
that, subject to applicable rules and regulations, if any, of
the SEC, the Board of Trustees may prescribe that requests for
redemption received prior to the cutoff time preceding the time
of day prescribed for determination of net asset value per share
of such series shall be transacted at the net asset value per
share next determined and that requests for redemption after the
cutoff time and before the time for determination of the next net
asset value per share shall be transacted at the net asset value
per share next determined after the next net asset value per
share. The criteria for determining what constitutes a proper
request for redemption of shares of a series and the receipt of
such request for redemption shall be prescribed by the Board of
Trustees.
2.03. PAYMENT. Subject to the provisions of Section 2.04
hereof, payment for shares of a series shall be made in cash to,
or upon the direction of, the shareholder of record within seven
calendar days after the date of receipt of (a) a written,
unconditional and irrevocable instruction of the shareholder to
redeem, in a form acceptable to the Trust or its designated
agent, together with any certificates which may have been issued
therefor, endorsed or accompanied by proper instrument of
transfer, and such other documents as the Trust or its
designated agent may require or (b) such other direction or
authorization of redemption by the shareholder as the Board of
Trustees shall authorize. Subject to applicable rules and
regulations, if any, of the SEC, the Trust may pay the redemption
price for such shares of a series in whole or in part by a
distribution in kind of securities from the portfolio of the
Trust allocated to such series, in lieu of money, valuing such
securities at their value employed for determining the net asset
value governing such redemption price, and selecting the
securities in such manner as the Board of Trustees may determine
to be fair and equitable.
2.04. EFFECT OF SUSPENSION OF DETERMINATION OF NET ASSET
VALUE. If, pursuant to Section 3.03 hereof, the Board of
Trustees shall declare a suspension of the determination of net
asset value of a particular series, (a) the rights of
shareholders (including those who shall have requested
redemption pursuant to Sections 2.01, 2.02, and 2.03 hereof but
for whom the redemption price shall not yet have been
determined) to have shares redeemed and paid for by the Trust,
and (b) the obligation of the Trust to pay for shares previously
redeemed, shall be suspended until the termination of such
suspension. Any record holder of shares not previously redeemed
who shall have his redemption right so suspended may, during the
period of such suspension, by appropriate written notice of
revocation at the office or agency where request for redemption
was made, revoke any request or instruction for redemption not
honored and withdraw any certificates tendered for redemption.
The redemption price of shares for which redemption requests have
been made and not revoked shall be the net asset value of such
shares next determined as set forth in Section III hereof after
the termination of such suspension, and payment shall be made
within seven days after the date upon which the requirements of
Section 2.03 were met plus the period during which the
determination of net asset value was suspended.
2.05. REPURCHASE BY AGREEMENT. The Trust may repurchase
shares of the Trust directly, or through a principal
underwriter, if any, or another agent designated for the
purpose, by agreement with the owner thereof at a price not
exceeding the net asset value per share of the appropriate
series determined as of the time when the purchase or contract
of purchase is made or the net asset value as of any time which
may be later determined pursuant to Section III hereof, provided
payment is not made for the shares prior to the time as of which
such net asset value is determined. Repurchased shares may be
resold by the Trust.
2.06. REDEMPTION OF SHAREHOLDER'S INTEREST. The Trust
shall have the right at its option and at any time to redeem
shares of any shareholder at the net asset value thereof
determined in accordance with Section III hereof: (i) if at such
time such shareholder owns fewer shares than, or shares having
an aggregate net asset value of less than, an amount determined
from time to time by the Board of Trustees; or (ii) to the
extent that such shareholder owns shares of a particular series
of shares equal to or in excess of a percentage of the
outstanding shares of that series determined from time to time
by the Board of Trustees; or (iii) to the extent that such
shareholder owns shares of the Trust representing a percentage
equal to or in excess of such percentage of the aggregate number
of outstanding shares of the Trust or the aggregate net asset
value of the Trust determined from time to time by the Board of
Trustees, and subject to the Trust's giving general notice to
all shareholders of its intention to avail itself of such right,
either by publication in the Trust's prospectus, if any, or by
such other means as the Board of Trustees may determine.
Subject to the same terms and conditions, the Trust shall also
have the right to redeem shares of the Trust, or a particular
series, owned by any shareholder if, in the opinion of the Board
of Trustees, ownership of shares of the Trust or series,
respectively, has or may become concentrated to an extent which
could cause the Trust to become a personal holding company
within the meaning of the Internal Revenue Code.
2.07 ADDITIONAL PROVISIONS RELATING TO REDEMPTIONS AND
REPURCHASES. The completion of redemption of shares shall
constitute a full discharge of the Trust and the Trustees with
respect to such shares, and the Trustees may require that any
certificate or certificates issued by the Trust to evidence the
ownership of such shares shall be surrendered to the Trustees
for cancellation or notation.
SECTION III. NET ASSET VALUE OF SHARES
3.01. BY WHOM DETERMINED. Subject to the provisions of
Section 3.04 of this Article SIXTH, the Board of Trustees shall
have the power and duty to determine from time to time the net
asset value per share of the outstanding shares of each series
authorized by the Board of Trustees and any such determination
shall be binding on all parties.
3.02. WHEN DETERMINED. The net asset value of a series
shall be determined at such times as the Board of Trustees,
subject to applicable rules and regulations, if any, of the SEC,
shall prescribe, provided that such net asset value shall be
determined at least once each week. In the absence of a
resolution of the Board of Trustees, the net asset value of a
series shall be determined as of the close of trading on the New
York Stock Exchange on each business day.
3.03. SUSPENSION OF DETERMINATION OF NET ASSET VALUE. The
Board of Trustees may declare a suspension of the determination
of net asset value of a series (a) for any period during which
trading on the New York Stock Exchange is restricted, as
determined by the SEC, or that Exchange is closed (other than
customary weekend and holiday closings), (b) for any period
during which an emergency exists as a result of which disposal of
the investments held by that series or determination of net asset
value of that series is not reasonably practicable, or (c) for
such period as the SEC by order may permit. Such suspension
shall take effect at such time as the Board of Trustees shall
specify and thereafter there shall be no determination of net
asset value until the Board of Trustees shall declare the
suspension terminated, except that the suspension shall terminate
in any event on the first day on which (1) the condition giving
rise to the suspension shall have ceased to exist and (2) no
other condition exists under which suspension is authorized under
this Section 3.03. Each declaration by the Board of Trustees
pursuant to this Section 3.03 shall be consistent with such
official rules and regulations, if any, relating to the subject
matter thereof as shall have been promulgated by the SEC. To the
extent not inconsistent with such official rules and regulations,
the determination of the Board of Trustees shall be conclusive.
3.04. COMPUTATION OF PER SHARE NET ASSET VALUE.
a. Net Asset Value Per Share. The net asset value of each
share of a series as of any particular time shall be the
quotient obtained by dividing the value of the net assets of the
Trust allocated to such series by the total number of shares of
such series outstanding, rounded to such extent as the Board of
Trustees shall determine from time to time.
b. Value of Trust's Net Assets. The value of the net
assets of the Trust allocated to any series as of any particular
time shall be the value of the assets so allocated less the
liabilities of the Trust so allocated, determined as follows:
(1) each security for which market quotations are readily
available shall be valued at current market value
determined by methods specified by the Board of
Trustees;
(2) each other security, including any security within (1)
for which the specified price does not appear to
represent a dependable quotation for such security as of
the time of valuation, shall be valued at a fair value as
determined in good faith by the Board of Trustees;
(3) any cash on hand shall be valued at the face amount
thereof;
(4) any cash on deposit, accounts receivable, and cash
dividends and interest declared or accrued and not yet
received, any prepaid expenses, and any other current
asset shall be valued at the face amount thereof,
unless the Board of Trustees shall determine that any
such item is not worth its face amount, in which case
such asset shall be valued at a fair value determined
in good faith by the Board of Trustees; and
(5) any other asset shall be valued at a fair value
determined in good faith by the Board of Trustees.
Notwithstanding the foregoing, short-term debt obligations,
commercial paper and repurchase agreements may be, but need not
be, valued on the basis of quoted yields for securities of
comparable maturity, quality and type, or on the basis of
amortized cost. The Board of Trustees may appoint persons to
assist it in the determination of the value of assets,
liabilities and net asset value per share of any series and to
make the actual calculations pursuant to the direction of the
Board of Trustees.
3.05. MISCELLANEOUS. For the purposes of this Section
III:
a. Shares of any series issued shall be deemed to be
outstanding commencing immediately after the time for
determination of net asset value per share for purposes of
determining their sale price, pursuant to Section 1.02 hereof,
and the net sale price thereof shall thereupon be deemed an asset
of that series.
b. Shares of any series for which a request for redemption
has been made in proper form or which are being repurchased by
the Trust shall be deemed to be outstanding up to and including
the time as of which the redemption or repurchase price for such
shares is determined. After such time, they shall be deemed to
be no longer outstanding and the price until paid shall thereupon
be deemed to be a liability of that series.
c. Funds on deposit and contractual obligations payable to
the Trust in foreign currency and liabilities and contractual
obligations payable by the Trust in foreign currency shall be
taken at the current applicable rate of exchange as nearly as
practicable at the time as of which the net asset value is
computed for the series to which such items relate.
SECTION IV. COMPLIANCE WITH INVESTMENT COMPANY ACT OF 1940
Notwithstanding any of the foregoing provisions of this
Article SIXTH, the Board of Trustees may prescribe such other
bases and times for determining the per share net asset value of
any series of the Trust as it shall deem necessary or desirable
to enable the Trust to comply with any provision of the
Investment Company Act of 1940, or any rule or regulation
thereunder, all as now in effect or hereafter amended or added
(the "1940 Act"), including any rule or regulation adopted by
any securities association registered under the Securities
Exchange Act of 1934.
SEVENTH: BOARD OF TRUSTEES.
A. ELECTION. The number of Trustees shall be fixed
pursuant to the By-Laws. Trustees shall be elected by the
shareholders, except as otherwise provided herein. The initial
Trustees, each of whom shall serve until the first meeting of
shareholders at which Trustees are elected and until his or her
successor is elected and qualified, or until he or she sooner
dies, resigns or is removed, shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ and
such other persons as the Trustee or Trustees then in office
shall, prior to any sale of shares pursuant to a public
offering, appoint.
Any vacancy occurring in the Board of Trustees may be
filled by the Trustees, unless immediately after filling any
such vacancy, less than two-thirds of the Trustees then holding
office would have been elected to such office by the
shareholders. The Board of Trustees shall call a meeting of
shareholders for the purpose of electing Trustees whenever less
than a majority of the Trustees have been elected by
shareholders. Each Trustee elected by the shareholders or by
the Board of Trustees shall serve until the next meeting of
shareholders, if any, called for the purposes of reelecting such
Trustee or electing a successor to such Trustee and until the
election and qualification of his or her successor, or until he
or she sooner dies, resigns or is removed. A Trustee may be
removed with or without cause (a) at any meeting called for such
purpose by a vote of two-thirds of the outstanding shares, (b) by
the holders of two-thirds of the outstanding shares by
declaration in writing filed with the Custodian of the securities
of the Trust, or (c) by vote of a majority of the Trustees then
in office.
B. EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE. The
death, declination, resignation, retirement, removal, or
incapacity of the Trustees, or any one of them, shall not
operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust.
▇. ▇▇▇▇▇▇. Subject to the provisions of this Declaration
of Trust, the business of the Trust shall be managed by the
Board of Trustees, and they shall have all powers necessary or
convenient to carry out that responsibility. Without limiting
the foregoing, the Board of Trustees may adopt By-Laws not
inconsistent with this Declaration of Trust providing for the
conduct of the business of the Trust and may amend and repeal
them to the extent that such By-Laws do not reserve that right
to the shareholders; they may fill vacancies in their number,
including vacancies resulting from increases in their number,
and may elect and remove such officers and appoint and terminate
such agents as they consider appropriate; they may appoint from
their own number, and terminate, any one or more committees
consisting of two or more Trustees, including an executive
committee which may, when the Board of Trustees is not in
session, exercise some or all of the power and authority of the
Board of Trustees as the Trustees may determine; they may appoint
an advisory board, the members of which shall not be Trustees and
need not be shareholders; they may employ one or more custodians
of the assets of the Trust and may authorize such custodians to
employ subcustodians and to deposit all or any part of such
assets in a system or systems for the central handling of
securities, retain a transfer agent or a shareholder services
agent, or both, provide for the distribution of shares by the
Trust, through one or more principal underwriters or otherwise,
set record dates for the determination of shareholders with
respect to various matters and in general delegate such authority
as they consider desirable to any officers of the Trust, to any
committee of the Board of Trustees and to any agent or employee
of the Trust or to any such custodian or underwriter.
Without limiting the foregoing, the Board of Trustees shall
have power and authority:
1 To invest and reinvest in securities, options, futures
contracts, options on futures contracts and other property, and
to hold cash uninvested;
2 To sell, exchange, lend, pledge, mortgage,
hypothecate, write options on and lease any or all of the assets
of the Trust;
3 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 Board of Trustees
shall deem proper, granting to such person or persons such power
and discretion with relation to securities or property as the
Board of Trustees shall deem proper;
4 To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities or other assets;
5 To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered or other
negotiable form, or in the name of the Trustees or of the Trust
or in the name of a custodian, subcustodian or other depository
or a nominee or nominees or otherwise;
6 To allocate assets, liabilities and expenses of the
Trust to a particular series of shares or to apportion the same
among two or more series, provided that any liabilities or
expenses incurred by a particular series of shares shall be
payable solely out of the assets of that series;
7 To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
issuer, any security of which is or was held in the Trust; to
consent to any contract, lease, mortgage, purchase or sale of
property by such corporation or issuer, and to pay calls or
subscriptions with respect to any security held in the Trust;
8 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
Board of 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 Board of Trustees shall
deem proper;
9 To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust on any matter in controversy,
including but not limited to claims for taxes;
10 To enter into joint ventures, general or limited
partnerships and any other combinations or associations;
11 To borrow funds, securities or other assets;
12 To endorse or guarantee the payment of any notes or
other obligations of any person; to make contracts of guarantee
or suretyship, or otherwise assume liability for payment
thereof; and to mortgage and pledge the Trust property or any
part thereof to secure any of or all of such obligations or
obligations incurred pursuant to Clause 11 hereof;
13 To purchase and pay for, entirely out of Trust
property, such insurance as they may deem necessary or
appropriate for the conduct of the business, including without
limitation, insurance policies insuring the assets of the Trust
and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the shareholders,
Trustees, officers, employees, agents, investment advisers or
managers, principal underwriters, or independent contractors of
the Trust individually against all claims and liabilities of
every nature arising by reason of holding, being or having held
any such office or position, or by reason of any action alleged
to have been taken or omitted by any such person as shareholder,
Trustee, officer, employee, agent, investment adviser or
manager, principal underwriter, or independent contractor,
including any action taken or omitted that may be determined to
constitute negligence, whether or not the Trust would have the
power to indemnify such person against such liability;
14 To pay pensions for faithful service, as deemed
appropriate by the Board of Trustees, and to adopt, establish
and carry out pension, profit-sharing, share bonus, share
purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing
of life insurance and annuity contracts as a means of providing
such retirement and other benefits, for any or all of the
Trustees, officers, employees, and agents of the Trust;
15 To pay remuneration to each Trustee for his services,
including reimbursement of expenses incurred, as shall be fixed
from time to time by resolution of the Board of Trustees.
Nothing herein contained shall be construed to preclude any
Trustee from serving the Trust in any other capacity and
receiving compensation therefor; and
16 To do all acts and things appropriate in the
furtherance of the foregoing and in furtherance of the purposes
of the Trust.
The Board of Trustees shall not in any way be bound or
limited by any present or future law or custom in regard to
investments by Trustees. Except as otherwise provided herein or
from time to time in the By-Laws, any action to be taken by the
Board of Trustees may be taken by a majority of the Trustees
present at a meeting of the Board of Trustees (a quorum being
present), within or without Massachusetts, including any meeting
held by means of conference telephone or other communications
equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation
by such means shall constitute presence in person at a meeting,
or by written consents of a majority of the Trustees then in
office.
D. PAYMENT OF EXPENSES BY TRUST. The Board of Trustees is
authorized to pay or to cause to be paid out of the principal or
income of the Trust, or partly out of principal and partly out
of income, as they deem appropriate, all expenses, fees,
charges, taxes and liabilities incurred or arising in connection
with the Trust, or in connection with the management thereof,
including, but not limited to, the Trustees' compensation and
such expenses and charges for the services of the Trust's
officers, employees, investment adviser or manager, principal
underwriter, auditor, counsel, custodian, transfer agent,
shareholder servicing agent, and such other agents or
independent contractors and such other expenses and charges as
the Board of Trustees may deem necessary or proper to incur,
provided, however, that all expenses, fees, charges, taxes and
liabilities incurred or arising in connection with a particular
series of shares, as determined by the Board of Trustees, shall
be payable solely out of the assets of that series.
E. OWNERSHIP OF ASSETS OF THE TRUST. Title to all of the
assets of the Trust, including all assets allocated to each
series of shares, shall at all times be considered as vested in
the Board of Trustees.
F. ADVISORY, MANAGEMENT AND DISTRIBUTION. Subject to a
vote meeting the requirements of the 1940 Act, the Board of
Trustees may, at any time and from time to time, contract for
exclusive or nonexclusive advisory and/or management services
with any partnership, corporation, trust, association or other
organization (the "Adviser"), every such contract to comply with
such requirements and restrictions as may be set forth in the
By-Laws; and any such contract may contain such other terms
interpretive of or in addition to said requirements and
restrictions as the Board of Trustees may determine, including,
without limitation, authority to determine from time to time
what investments shall be purchased, held, sold or exchanged and
what portion, if any, of the assets of the Trust shall be held
uninvested and to make changes in the Trust's investments. The
Board of Trustees may also, at any time and from time to time,
contract with the Adviser or any other partnership, corporation,
trust, association or other organization, appointing it
exclusive or nonexclusive distributor or principal underwriter
for the shares, every such contract to comply with such
requirements and restrictions as may be set forth in the By-
Laws; and any such contract may contain such other terms
interpretive of or in addition to said requirements and
restrictions as the Board of Trustees may determine.
The fact that:
(i) any of the shareholders, Trustees or officers of
the Trust is a shareholder, director, officer, partner,
trustee, employee, manager, adviser, principal underwriter,
or distributor or agent of or for any corporation, trust,
association, or other organization, or of or for any parent
or affiliate of any organization, with which an advisory or
management contract, or principal underwriter's or
distributor's contract, or transfer, shareholder services or
other agency contract may have been or may hereafter be
made, or that any such organization, or any parent or
affiliate thereof, is a shareholder or has an interest in
the Trust, or that
(ii) any corporation, trust, association or other
organization with which an advisory or management contract
or principal underwriter's or distributor's contract, or
transfer, shareholder services or other agency contract may
have been or may hereafter be made by the Trust also has an
advisory or management contract, or principal underwriter's
or distributor's contract, or transfer, shareholder services
or other agency contract with one or more other
corporations, trusts, associations, or other organizations,
or has other business or interests,
shall not affect the validity of any such contract or disqualify
any shareholder, Trustee or officer of the Trust from voting upon
or executing the same or create any liability or accountability
to the Trust or its shareholders.
EIGHTH: LIABILITY:
A. TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE;
NOTICE. All persons extending credit to, contracting with or
having any claim against the Trust or a particular series of
shares shall look only to the assets of the Trust or the assets
of that particular series of shares for payment under such
credit, contract or claim; and neither the shareholders nor the
Trustees, nor any of the Trust's officers, employees or agents,
whether past, present or future, shall be personally liable
therefor.
The Board of Trustees shall not be responsible or liable in
any event for any neglect or wrongdoing of any officer, agent,
employee, investment adviser or principal underwriter of the
Trust, nor shall any Trustee be responsible for the act or
omission of any other Trustee, but nothing herein shall protect
any Trustee against any liability to which such Trustee would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of the office of Trustee.
Every note, bond, contract, instrument, certificate or
undertaking made or issued by any Trustees or Trustee or by any
officers or officer shall give notice that this Declaration of
Trust is on file with the Secretary of the Commonwealth of
Massachusetts and shall recite that the same was executed or
made by or on behalf of the Trust or by them as Trustees or
Trustee or as officers or officer and not individually and that
the obligations of such instrument are not binding upon any of
them or the shareholders individually but are binding only upon
the assets and property of the Trust, or of the particular
series of shares to which such instrument relates, and may
contain such further recital as he or she or they may deem
appropriate, but the omission thereof shall not operate to bind
any Trustees or Trustee or officers or officer, or shareholders
or shareholder individually.
Every note, bond, contract, instrument, certificate, share
or undertaking and every other act or thing whatsoever executed
or done by or on behalf of the Trust or the Board of Trustees or
any of them in connection with the Trust shall be conclusively
deemed to have been executed or done only in or with respect to
their or his capacity as Trustees or Trustee, and such Trustees
or Trustee shall not be personally liable thereon.
B. TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR
SURETY. The exercise by the Trustees of their powers and
discretions hereunder shall be binding upon everyone interested.
A Trustee shall be liable for his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of the office of Trustee,
and for nothing else, and shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees may take
advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust, and shall be under
no liability for any act or omission in accordance with such
advice or for failing to follow such advice. The Trustees shall
not be required to give any bond as such, nor any surety if a
bond is required.
C. LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES. No
person dealing with the Board of Trustees or any Trustee shall
be bound to make any inquiry concerning the validity of any
transaction made or to be made by either or to see to the
application of any payments made or property transferred to the
Trust or upon its order.
NINTH: DETERMINATION OF NET PROFITS, ETC.; DIVIDENDS.
With respect to each series of shares authorized by the
Board of Trustees, the Board is expressly authorized to
determine in accordance with generally accepted accounting
principles and practices what constitutes net income, profits or
earnings, or surplus and capital, to include in net income,
profits or earnings the portion of subscription or redemption
prices attributable to accrued net income, profits or earnings
in such prices, and to determine what accounting periods shall
be used by the Trust for any purpose, whether annual or any
other period, including daily; to set apart out of any funds of
such series such reserves for such purposes as it shall
determine and to abolish the same; to declare and pay dividends
and distributions in cash, securities, or other property from
surplus or capital or any funds of such series legally available
therefor, at such intervals (which may be as frequently as
daily) or on such other periodic basis as it shall determine; to
declare such dividends or distributions by means of a formula or
other method of determination at meetings held less frequently
than the frequency of the effectiveness of such declarations; to
establish payment dates for dividends or any other distributions
on any basis, including dates occurring less frequently than the
effectiveness of the declaration thereof; and to provide for the
payment of declared dividends on a date earlier than the
specified payment date in the case of shareholders of such
series redeeming their entire ownership of shares of such
series. Inasmuch as the computation of net income, profits or
earnings for Federal income tax purposes may vary from the
computation thereof on the books, the above provisions shall be
interpreted to give to the Board of Trustees the power in its
discretion to distribute for any fiscal year as dividends and as
capital gain distributions, respectively, additional amounts
sufficient to enable the Trust to avoid or reduce its liability
for taxes.
No dividend or distribution (including, without limitation,
any distribution paid upon termination of the Trust or of any
series) with respect to, nor any redemption or repurchase of,
the shares of any series shall be effected by the Trust other
than from the assets of such series.
TENTH: INDEMNIFICATION.
A. INDEMNIFICATION GENERALLY. The Trust shall indemnify,
to the fullest extent permitted by applicable law, each person
who is or has been a Trustee or officer (including each person
who serves or has served at the Trust's request as a director,
officer, or trustee of another organization in which the Trust
has any interest as a shareholder, creditor or otherwise, and any
heir, administrator or executor of such person) (a "Covered
Person") against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and attorney's fees
reasonably incurred by such Covered Person in connection with the
defense or disposition of any action, suit or other proceeding,
whether civil, criminal, administrative or investigative, and any
appeal therefrom (a "Proceeding"), before any court or
administrative or legislative body, in which such Covered Person
may be or may have been involved as a party or otherwise or with
which such person may be or may have been threatened, while in
office or thereafter, by reason of being or having been such a
Covered Person.
B. DETERMINATION OF ELIGIBILITY. Notwithstanding the
provisions of Section A of Article TENTH, to the extent required
under the 1940 Act,
(i) Article TENTH, Section A, shall not protect any
person against any liability to the Trust or to its shareholders
to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of his office;
(ii) in the absence of a final decision on the merits
by a court or other body before whom a Proceeding was brought
that a Covered Person was not liable by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of his office, no
indemnification shall be permitted unless a determination that
such person was not so liable shall have been made on behalf of
the Trust by (a) the vote of a majority of "disinterested, non-
party Trustees," as defined below, or (b) an independent
legal counsel as expressed in a written opinion; and
(iii) the Trust shall not advance attorneys' fees
incurred by a Covered Person in connection with Proceeding unless
the Trust receives an undertaking by or on behalf of the Covered
Person to repay the advance (unless it is ultimately determined
that he is entitled to indemnification) and (a) the Covered
Person shall provide security for his undertaking, or (b) the
Trust shall be insured against losses arising by reason of any
lawful advances, or (c) a majority of the disinterested, non-
party Trustees of the Trust or an independent legal counsel, as
expressed 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 Covered
Person ultimately will be found entitled to indemnification.
Such undertaking shall provide that the Covered Person to whom
the advance was made shall not be obligated to repay pursuant to
such undertaking until the final determination of any pending
Proceeding in a court of competent jurisdiction, including
appeals therefrom, concerning the right of such Covered Person to
be indemnified by the Trust or the obligation of such person to
repay pursuant to the undertaking.
Any approval pursuant to this Section shall not prevent the
recovery from any Covered Person of any amount paid to such
Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have
acted in good faith in the reasonable belief that such Covered
Person's action was in, or not opposed to, the best interests of
the Trust or to have been liable to the Trust or its
shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office.
As used in this Article TENTH, the term "disinterested, non-
party Trustee" is a Trustee who is not an "interested person" of
the Trust, as defined in Section 2(a)(19) of the 1940 Act and
against whom none of the Proceedings in question or another
action, suit or other Proceeding on the same or similar grounds
is then or has been pending.
C. INDEMNIFICATION NOT EXCLUSIVE. The right of
indemnification hereby provided shall not be exclusive of or
affect any other rights to which any such Covered Person may be
entitled. Nothing contained in this Article shall affect any
rights to indemnification to which Covered Persons and other
persons may be entitled by contract (apart from the provisions
of this Article TENTH) or otherwise under law, nor to limit the
power of the Trust to indemnify such persons.
D. SHAREHOLDERS. In case any shareholder or former
shareholder shall be held to be personally liable solely by
reason of his or her being or having been a shareholder and not
because of his or her acts or omissions or for some other
reason, the shareholder or former shareholder (or 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 against all loss and expense
arising from such liability.
E. CONTRACTUAL RIGHTS. This Article TENTH shall be deemed
to be a contract between the Trust and each person who is a
Covered Person at any time this Article TENTH is in effect. Any
repeal or other modification of this Article TENTH or of any
applicable laws shall not limit any rights of indemnification
then existing or arising out of events, acts, or omissions
occurring prior to such repeal or modification, including,
without limitation, the right to indemnification for Proceedings
commenced after such repeal or modification to enforce this
Article TENTH with respect to events, acts or omissions prior to
repeal or modification.
F. PROTECTION OF RIGHTS. If a written claim for
indemnification by a Covered Person under this Article TENTH is
not promptly paid in full by the Trust after receipt by the Trust
of a such claim, or if expenses have not been promptly advanced
after compliance by a Covered Person with the requirements of
this Article TENTH for such advancement, such Covered Person may,
at any time thereafter, bring suit against the Trust to recover
the unpaid amount of the claim or the advancement of expenses.
If successful, in whole or in part, in such suit, such Covered
Person shall also be entitled to be paid the reasonable expense
therefor. It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition
where the requirements of this Article TENTH for advancement of
expenses have been met by such Covered Person) that the
indemnification of the Covered Person is prohibited, but the
burden of proving such defense shall be on the Trust. Neither
the failure of the Trust, including its disinterested non-party
Trustees or independent legal counsel, to have made a
determination that indemnification of Covered Person is proper in
the circumstances because he or she has met the applicable
standard of conduct required under the 1940 Act, nor the actual
determination by the Trust, including its disinterested non-
party Trustees or independent legal counsel, that the Covered
Person had not met such applicable standard of conduct, shall be
a defense to the action or create a presumption that such Covered
Person had not met the applicable standard of conduct.
ELEVENTH: RESERVATION OF RIGHT TO AMEND.
A. BY BOARD OF TRUSTEES. Except when otherwise required
by the 1940 Act, this Declaration of Trust may be amended at any
time by a majority of the Trustees then in office, provided
notice of any amendment (other than amendments having the
purpose of supplying any omission, curing any ambiguity or
curing, correcting or supplementing any defective or
inconsistent provision contained herein, or having any other
purpose which is ministerial or clerical in nature) shall be
mailed promptly to shareholders of record at the close of
business on the effective date of such amendment.
B. BY SHAREHOLDERS. Except when otherwise required by the
1940 Act, this Declaration of Trust may be amended at any time
by a majority vote of the shares of the Trust entitled to be
voted.
TWELFTH: SHAREHOLDERS' VOTING POWERS AND MEETINGS.
A. SHAREHOLDERS' VOTING POWERS. The shareholders shall
have power to vote only (i) for the election or removal of
Trustees as provided in Article SEVENTH, Section A; (ii) with
respect to any investment adviser as provided in Article SEVENTH,
Section F; (iii) with respect to any termination of this Trust or
a series thereof to the extent and as provided in Article
FOURTEENTH; (iv) with respect to any amendment of this
Declaration of Trust to the extent and as provided in Article
ELEVENTH, Section B; (v) to the same extent as the stockholders
of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be brought
or maintained derivatively or as a class action on behalf of the
Trust or the shareholders; and (vi) with respect to such
additional matters relating to the Trust as may be required by
the 1940 Act, this Declaration of Trust, the By-Laws or any
registration of the Trust with the SEC, or as the Board of
Trustees may consider necessary or desirable. Each whole share
outstanding on the record date established in accordance with the
By-Laws shall be entitled to one vote as to any matter on which
it is entitled to vote and each fractional share shall be
entitled to a proportionate fractional vote. Notwithstanding any
other provision of this Declaration of Trust, on any matter
submitted to a vote of shareholders, shares shall be voted in the
aggregate and not by individual series except: (1) when required by
the 1940 Act or other applicable law, shares shall be voted
by individual series; or (2) when the Board of Trustees has
determined that the matter affects only the interests of one or
more series, then shareholders of the unaffected series shall not
be entitled to vote thereon. There shall be no cumulative voting
in the election of the Board of Trustees.
Shares may be voted in person or by proxy. A proxy with
respect to shares held in the names of two or more persons shall
be valid if executed by any one of them unless at or prior to
exercise of the proxy, the Trust receives a specific written
notice to the contrary from any one of them. A proxy purporting
to be executed by or on behalf of a shareholder shall be deemed
valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger. At
all meetings of shareholders, unless inspectors of election have
been appointed, all questions relating to the qualification of
voters and the validity of proxies and the acceptance or
rejection of votes shall be decided by the chairman of the
meeting. Unless otherwise specified in the proxy, the proxy
shall apply to all shares of each series of the Trust owned by
the shareholder.
Until shares are issued, the Board of Trustees may exercise
all rights of shareholders and may take any action required by
law, this Declaration of Trust or the By-Laws to be taken by
shareholders.
B. MEETINGS. Meetings of shareholders of the Trust or of
any series may be called by the Board of Trustees, the
President, the Executive Vice-President, any Vice-President, or
such other person or persons as may be specified in the By-Laws
and held from time to time for the purpose of taking action upon
any matter requiring the vote or the authority of the
shareholders of the Trust or any series as herein provided or
upon any other matter deemed by the Board of Trustees to be
necessary or desirable. Meetings of shareholders of the Trust
or of any series shall be called by the Secretary or such other
person or persons as may be specified in the By-Laws upon
written application by shareholders holding at least 10% of the
outstanding shares of the Trust, if shareholders of all series
are required hereunder to vote in the aggregate and not by
individual series at such meeting, or of any series, if
shareholders of such series are entitled hereunder to vote by
individual series at such meeting, requesting that a meeting be
called for a purpose requiring action by the shareholders as
provided herein or in the By-Laws and provided that such
application shall state the purpose or purposes of such meeting
and the matters proposed to be acted on.
C. QUORUM AND REQUIRED VOTE. Thirty percent of the shares
entitled to vote shall be a quorum for the transaction of
business at a shareholders' meeting, except that if any
provision of law or of this Declaration of Trust permits or
requires that holders of any series shall vote as a series, then
thirty percent of the aggregate number of shares of each series
entitled to vote shall be necessary to constitute a quorum for
the transaction of business by that series. Any lesser number,
however, shall be sufficient for adjournments or if no shares
are represented thereat, any officer present thereat entitled to
preside or act as secretary of such meeting may adjourn the
meeting. Any adjourned session or sessions may be held within a
reasonable time after the date set for the original meeting
without the necessity of further notice. Except when a larger
vote is required by any provision of this Declaration of Trust
or the By-Laws, a majority of the shares voted shall decide any
questions and a plurality shall elect any Trustee, provided that
where any provision of law or of this Declaration of Trust
permits or requires that the holders of any series shall vote as
a series, then a majority of the shares of that series voted on
the matter shall decide that matter insofar as that series is
concerned.
The vote upon any question shall be by written ballot
whenever requested by any person entitled to vote but, unless
such a request is made, voting may be conducted by voice vote or
in any other way approved by the meeting.
D. PLACE OF MEETING. All shareholders' meetings shall be
held at the office of the Trust in the City of Chicago, State of
Illinois, except that the Board of Trustees or the President of
the Trust may fix a different place of meeting within the United
States, which shall be specified in the notice or waiver of
notice of such meeting.
E. NOTICE OF MEETINGS; ADJOURNMENT. The Secretary or an
Assistant Secretary shall cause notice of the place, date and
hour and the purpose or purposes for which a meeting is called,
to be mailed, postage prepaid, not less than seven days before
the date of such meeting, to each shareholder entitled to vote
at such meeting, at his address as it appears on the records of
the Trust. Notice of any shareholders' meeting need not be
given to any shareholder who shall sign a written waiver of such
notice, whether before or after the time of such meeting, which
waiver shall be filed with the record of such meeting, or to any
shareholder who shall attend such meeting in person or by proxy.
A meeting of shareholders convened on the date for which it was
called may be adjourned from time to time, without further
notice, to a date not more than 120 days after the original
record date.
F. SHARE LEDGER. It shall be the duty of the Secretary
or Assistant Secretary of the Trust to cause an original or
duplicate share ledger to be maintained at the office of the
Trust's transfer agent. Such share ledger may be in written
form or any other form capable of being converted into written
form within a reasonable time for visual inspection.
G. ACTION BY WRITTEN CONSENT. Any action taken by
shareholders may be taken without a meeting if a majority of
shareholders entitled to vote on the matter (or such larger
proportion thereof as shall be required by any express provision
of this Declaration of Trust or the By-Laws) consent to the
action in writing and such written consents are filed with the
records of the meetings of shareholders. Such consent shall be
treated for all purposes as a vote taken at a meeting of
shareholders.
THIRTEENTH: USE OF NAME.
The Trust acknowledges that it is adopting its trust name,
and may adopt the names of various series of the Trust, through
permission of ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ Incorporated, a Delaware
corporation, and agrees that ▇▇▇▇▇ ▇▇▇ & Farnham Incorporated
reserves to itself and any successor to its business the right to
grant the non-exclusive right to use the name "SteinRoe Variable
Investment Fund" or "▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ Variable Investment
Fund" or "▇▇▇▇▇ ▇▇▇ _____ Fund" or "▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ ____
Fund" or "SR&F Variable Investment Fund" or "▇▇▇▇▇ ▇▇▇ ____" or
"▇▇▇▇▇ ______" or "▇▇▇▇▇ ▇▇▇," or "▇▇▇▇▇," or any similar name to
any other entity, including but not limited to any investment
company of which ▇▇▇▇▇ ▇▇▇ & Farnham Incorporated or any
subsidiary or affiliate thereof or any successor to the business
thereof shall be the investment adviser.
FOURTEENTH: MISCELLANEOUS.
A. DURATION AND TERMINATION OF TRUST. Unless terminated
as provided herein, the Trust shall continue without limitation
of time. The Trust may be terminated at any time by vote of
shareholders holding a majority of the shares of each series
entitled to vote or by the Trustees by written notice to the
shareholders. Any series of shares may be terminated at any
time by vote of shareholders holding a majority of the shares of
such series entitled to vote or by the Trustees by written
notice to the shareholders of such series.
Upon termination of the Trust or of any one or more series
of shares, after paying or otherwise providing for all charges,
taxes, expenses and liabilities, whether due or accrued or
anticipated as may be determined by the Trustees, the Trust
shall, in accordance with such procedures as the Trustees
consider appropriate, reduce the remaining assets to
distributable form in cash or shares or other securities, or any
combination thereof, and distribute the proceeds to the
shareholders of the series involved, ratably according to the
number of shares of such series held by the several shareholders
of such series on the date of termination.
B. FILING OF COPIES, REFERENCES, HEADINGS. The original or
a copy of this instrument and of each amendment hereto shall be
kept at the office of the Trust where it may be inspected by any
shareholder. A copy of this instrument and of each amendment
hereto shall be filed by the Trust with the Secretary of the
Commonwealth of Massachusetts and with the Boston City Clerk, as
well as any other governmental office where such filing may from
time to time be required. Anyone dealing with the Trust may
rely on a certificate by an officer of the Trust as to whether
or not any such amendments have been made and as to any matters
in connection with the Trust hereunder; and, with the same
effect as if it were the original, may rely on a copy certified
by an officer of the Trust to be a copy of this instrument or of
any such amendments. In this instrument and in any such
amendment, references to this instrument, and all expressions
such as "herein", "hereof", and "hereunder", shall be deemed to
refer to this instrument as amended or affected by any such
amendments. Headings are placed herein for convenience of
reference only and shall not be taken as a part hereof or
control or affect the meaning, construction or effect of this
instrument. This instrument may be executed in any number of
counterparts, each of which shall be deemed an original.
C. APPLICABLE LAW. This Declaration of Trust is made in
the Commonwealth of Massachusetts, and it is created under and
is to be governed by and construed and administered according to
the laws of said Commonwealth. The Trust shall be of the type
commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust.
D. SEVERABILITY. If any Article or other portion of this
Declaration of Trust shall be invalidated or held to be
unenforceable on any ground by any court of competent
jurisdiction, the decision of which shall have not been reversed
on appeal, such invalidity or unenforceability shall not affect
the other provisions hereof, and this Declaration of Trust shall
be construed in all respects as if such invalid or unenforceable
provision had been omitted herefrom.
IN WITNESS WHEREOF, the undersigned has hereunto set her
hand and seal in the City of Boston, Massachusetts, for herself
and her assigns, as of the day and year first above written.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Trustee
THE COMMONWEALTH OF MASSACHUSETTS)
COUNTY OF SUFFOLK ) ss
Boston, June 9, 1987.
Then personally appeared the above-named ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, Trustee, and acknowledged the foregoing instrument to be
her free act and deed, before me.
▇▇▇▇▇▇▇▇▇ LARZILLA
Notary Public
My commission expires:
April 2, , 1993
(NOTARIAL SEAL)
STEINROE VARIABLE INVESTMENT FUND
AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
The undersigned, being the sole trustee of SteinRoe Variable
Investment Fund, a voluntary association with transferable shares
organized under the laws of the Commonwealth of Massachusetts
pursuant to an Agreement and Declaration of Trust dated June 9,
1987 (the "Declaration of Trust"), does hereby amend the
Declaration of Trust as follows and hereby consents to such
amendment:
1. Article First of the Declaration of Trust is deleted and
the following is inserted in lieu thereof:
FIRST: NAME.
The name of the Trust (which is hereafter called the
"Trust") is SteinRoe Variable Investment Trust.
2. Article Thirteenth is deleted and the following is
inserted in lieu thereof:
THIRTEENTH: USE OF NAME.
The Trust acknowledges that it is adopting its trust name,
and may adopt the names of various series of the Trust, through
permission of ▇▇▇▇▇ ▇▇▇ & Farnham Incorporated, a Delaware
corporation, and agrees that ▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ Incorporated
reserves to itself and any successor to its business the right to
grant the non-exclusive right to use the name "SteinRoe Variable
Investment Trust" or "▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ Variable Investment
Trust" or "▇▇▇▇▇ ▇▇▇ _____ Trust" or "▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ ____
Trust" or "SR&F Variable Investment Trust" or "▇▇▇▇▇ ▇▇▇ ____" or
"▇▇▇▇▇ ______" or "▇▇▇▇▇ ▇▇▇," or "▇▇▇▇▇," or any similar name to
any other entity, including but not limited to any investment
company of which ▇▇▇▇▇ ▇▇▇ & Farnham Incorporated or any
subsidiary or affiliate thereof or any successor to the business
thereof shall be the investment adviser.
This instrument may be executed in several counterparts,
each of which shall been deemed an original, but all taken
together shall be one instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 9th day of September, 1988.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
STATE OF ILLINOIS)
) SS
COUNTY OF ▇▇▇▇ )
Then personally appeared before me the above-named ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, known to me to be a trustee of SteinRoe Variable
Investment Trust and acknowledged the foregoing instrument to be
his free act and deed.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Notary Public
My commission expires 6/19/90
OFFICIAL SEAL
▇▇▇▇▇ ▇▇▇ VARIABLE INVESTMENT TRUST
SECOND AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
The undersigned, being the successor sole Trustee of
SteinRoe Variable Investment Trust (the "Trust"), a voluntary
association with transferable shares organized under the laws of
the Commonwealth of Massachusetts pursuant to an Agreement and
Declaration of Trust dated June 9, 1987, as amended by an
Amendment dated September 9, 1988 (the "Declaration of Trust"),
does hereby further amend the Declaration of Trust as follows and
hereby consents to such amendment.
1. Article Third of the Declaration of Trust is amended to
read in its entirety as follows:
"THIRD: ADDRESS AND RESIDENT AGENT.
The post office address of the principal office of the
Trust in the Commonwealth of Massachusetts is:
c/o Liberty Investment Services, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or such other office as the Board of Trustees may from time to
time designate.
The name and post office address of the resident agent of
the Trust in the Commonwealth of Massachusetts is:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
c/o Liberty Investment Services, Inc.,
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or such other person as the Board of Trustees may from time to
time designate."
2. Article Tenth, Section D of the Declaration of Trust is
amended to read in its entirety as follows:
"D. SHAREHOLDERS. In case any shareholder or former
shareholder shall be held to be personally liable solely by
reason of his or her being or having been a shareholder and not
because of his or her acts or omissions, his or her non-compliance
with applicable federal tax law, or for some other
reason, the shareholder or former shareholder (or 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 against all loss and expense
arising from such liability."
3. Article Twelfth, Section D of the Declaration of Trust
is amended to read in its entirety as follows:
"D. PLACE OF MEETING. All shareholders' meetings shall be
held at the office of the Trust in the City of Boston,
Massachusetts, except that the Board of Trustees or the President
of the Trust may fix a different place of meeting within the
United States, which shall be specified in the notice or waiver
of notice of such meeting."
4. Article Fourteenth, Section A of the Declaration of Trust
is amended to read in its entirety as follows:
"FOURTEENTH: MISCELLANEOUS.
A. DURATION AND TERMINATION OF TRUST. Unless terminated
as proved herein, the Trust shall continue without limitation
of time. The Trust may be terminated at any time by the Trustees
by written notice to the shareholders unless otherwise required
by law. Any series of shares may be terminated at any time by
the Trustees by written notice to the shareholders of such series
unless otherwise required by law.
Upon termination of the Trust or of any one or more series
of shares, after paying or otherwise providing for all charges,
taxes, expenses and liabilities, whether due or accrued or
anticipated as may be determined by the Trustees, The Trust
shall, in accordance with such procedures as the Trustees
consider appropriate, reduce the remaining assets to
distributable form in cash or shares or other securities, or any
combination thereof, and distribute the proceeds to the
shareholders of the series involved, ratably according to the
number of shares of such series held by the several shareholders
of such series on the date of termination.
Anything contained herein or otherwise to the contrary
notwithstanding, the Trustees upon affirmative majority vote, may
(a) select any entity, be it a corporation, association, trust or
other kind of organization, or organize any such kind of entity,
to take over the Trust property and carry on the affairs of the
Trust, (b) merge the Trust into or sell, convey and transfer the
Trust property to any such entity for such consideration and upon
terms and conditions without limitation as they in their
discretion deem suitable, and (c) take such other action as they
may in their discretion deem either necessary or appropriate to
accomplish or implement any action taken hereunder."
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal this 5th day of October, 1988.
▇▇▇▇ ▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
COMMONWEALTH OF MASSACHUSETTS)
)
COUNTY OF SUFFOLK )
Then personally appeared before me the above-named ▇▇▇▇ ▇.
▇▇▇▇▇▇▇ known to me and known to be the sole trustee of the ▇▇▇▇▇
▇▇▇ Variable Investment Trust and acknowledged the foregoing
instrument to be his free act and deed.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Notary Public
My commission Expires
June 16, 1989