Common use of Liability of Shareholders Clause in Contracts

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Delaware Statutory Trust Act provides that shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is, however, a remote possibility that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The ACST Declaration provides that shareholders of ACST shall not be subject to any personal liability for acts or obligations of ACST and that every written agreement, obligation or other undertaking made or issued by ACST shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the ACST Declaration provides for indemnification out of ACST's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which ACST itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of ACST, the possibility of ACST being unable to meet its obligations is considered remote, and even if a claim were brought against ACST and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IMSFI have elected a majority of the directors of IMSFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IMSFI Board (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IMSFI Board to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IMSFI Plan authorizes IMSFI to acquire one share of each class of the New Fund and, as the sole shareholder of ACST prior to the IMSFI Redomestication, to elect the directors of IMSFI as the trustees of ACST. Such trustees serve for the life of ACST, subject to his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of ACST (the "ACST Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the ACST Board to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. 45

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Delaware Statutory Trust Act provides that shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is, however, a remote possibility that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The ACST AIMF Declaration provides that shareholders of ACST AIMF shall not be subject to any personal liability for acts or obligations of ACST AIMF and that every written agreement, obligation or other undertaking made or issued by ACST AIMF shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the ACST AIMF Declaration provides for indemnification out of ACSTAIMF's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which ACST AIMF itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of ACSTAIMF, the possibility of ACST AIMF being unable to meet its obligations is considered remote, and even if a claim were brought against ACST AIMF and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IMSFI IIFI have elected a majority of the directors of IMSFIIIFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IMSFI IIFI Board (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IMSFI IIFI Board to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IMSFI IIFI Plan authorizes IMSFI IIFI to acquire one share of each class of the each New Fund and, as the sole shareholder of ACST AIMF prior to the IMSFI IIFI Redomestication, to elect the directors of IMSFI IIFI as the trustees of ACSTAIMF. Such trustees serve for the life of ACSTAIMF, subject to his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of ACST AIMF (the "ACST AIMF Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the ACST AIMF Board to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. 45.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Under Delaware Statutory Trust Act provides that law, shareholders of a Delaware statutory trust shall be are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There isHowever, however, there is a remote possibility that, under certain circumstances, that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent obligations. This might occur if the courts of another state that does not recognize such the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving such the trust's obligations. The ACST Declaration of Trust provides that shareholders of ACST shall the AIM Trust are not be subject to any personal liability for acts or obligations of ACST and the AIM Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made or issued by ACST shall the AIM Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the ACST Declaration of Trust provides for indemnification out of ACSTthe trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which ACST the AIM Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of ACSTthe AIM Trust, the possibility of ACST the AIM Trust being unable to meet its obligations is considered remote, and even . Even if a claim were brought against ACST the AIM Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IMSFI Company have elected a majority of the directors of IMSFICompany. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IMSFI Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IMSFI Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IMSFI Plan authorizes IMSFI to acquire one share of each class The shareholders of the New Fund and, as the sole shareholder AIM Trust have elected a majority of ACST prior to the IMSFI Redomestication, to elect the directors of IMSFI as the trustees of ACSTthe AIM Trust. Such trustees serve for the life of ACSTthe AIM Trust, subject to his or her their earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of ACST (the "ACST Board")Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the ACST Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. 45.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Delaware Statutory Trust Act provides that shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is, however, a remote possibility that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The ACST ATST Declaration provides that shareholders of ACST ATST shall not be subject to any personal liability for acts or obligations of ACST ATST and that every written agreement, obligation or other undertaking made or issued by ACST ATST shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the ACST ATST Declaration provides for indemnification out of ACSTATST's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which ACST ATST itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of ACSTATST, the possibility of ACST ATST being unable to meet its obligations is considered remote, and even if a claim were brought against ACST ATST and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IMSFI IMMFI have elected a majority of the directors of IMSFIIMMFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IMSFI IMMFI Board (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IMSFI IMMFI Board to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IMSFI IMMFI Plan authorizes IMSFI IMMFI to acquire one share of each class of the each New Fund and, as the sole shareholder of ACST ATST prior to the IMSFI IMMFI Redomestication, to elect the directors of IMSFI IMMFI as the trustees of ACSTATST. Such trustees serve for the life of ACSTATST, subject to his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of ACST ATST (the "ACST ATST Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the ACST ATST Board to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. 45.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Delaware Statutory Trust Act provides that shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is, however, a remote possibility that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The ACST Declaration of Trust provides that shareholders of ACST the Trust shall not be subject to any personal liability for acts or obligations of ACST the Trust and that every written agreement, obligation or other undertaking made or issued by ACST the Trust shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the ACST Declaration of Trust provides for indemnification out of ACSTthe Trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which ACST the Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of ACSTthe Trust, the possibility of ACST the Trust being unable to meet its obligations is considered remote, and even if a claim were brought against ACST the Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IMSFI Company have elected a majority of the directors of IMSFICompany. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IMSFI Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IMSFI Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IMSFI Plan authorizes IMSFI to acquire one share The shareholders of each class Buyer have elected a majority of the New Fund and, as the sole shareholder of ACST prior to the IMSFI Redomestication, to elect the directors of IMSFI as the trustees of ACSTBuyer. Such trustees serve for the life of ACSTBuyer, subject to his or her earlier their xxxxxer death, incapacitation, resignation, retirement xxxxrement or removal (see below). In the case of any vacancy on the Board of Trustees of ACST (the "ACST Board")Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the ACST Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. 45.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Delaware Statutory Trust Act provides that shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is, however, a remote possibility that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The ACST TFIT Declaration provides that shareholders of ACST TFIT shall not be subject to any personal liability for acts or obligations of ACST TFIT and that every written agreement, obligation or other undertaking made or issued by ACST TFIT shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the ACST TFIT Declaration provides for indemnification out of ACSTTFIT's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which ACST TFIT itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of ACSTTFIT, the possibility of ACST TFIT being unable to meet its obligations is considered remote, and even if a claim were brought against ACST TFIT and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IMSFI have elected a majority of the directors of IMSFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IMSFI Board (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IMSFI Board to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IMSFI Plan authorizes IMSFI to acquire one share of each class of the New Fund and, as the sole shareholder of ACST prior to the IMSFI Redomestication, to elect the directors of IMSFI as the trustees of ACST. Such trustees serve for the life of ACST, subject to his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of ACST (the "ACST Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the ACST Board to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. 45.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Under Delaware Statutory Trust Act provides that law, shareholders of a Delaware statutory trust shall be are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There isHowever, however, there is a remote possibility that, under certain circumstances, that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent obligations. This might occur if the courts of another state that does not recognize such the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving such the trust's obligations. The ACST Declaration of Trust provides that shareholders of ACST shall the Trust are not be subject to any personal liability for acts or obligations of ACST and the Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made or issued by ACST shall the Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the ACST Declaration of Trust provides for indemnification out of ACSTthe trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which ACST the Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of ACSTthe Trust, the possibility of ACST the Trust being unable to meet its obligations is considered remote, and even . Even if a claim were brought against ACST the Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IMSFI Buyer have elected a majority of the directors of IMSFIBuyer. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IMSFI Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IMSFI Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IMSFI Plan authorizes IMSFI to acquire one share The shareholders of each class Trust have elected a majority of the New Fund and, as the sole shareholder of ACST prior to the IMSFI Redomestication, to elect the directors of IMSFI as the trustees of ACSTTrust. Such trustees serve for the life of ACSTTrust, subject to his or her their earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of ACST (the "ACST Board")Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the ACST Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. 45.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Delaware Statutory Trust Act provides that shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is, however, a remote possibility that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The ACST STIT Declaration provides that shareholders of ACST STIT shall not be subject to any personal liability for acts or obligations of ACST STIT and that every written agreement, obligation or other undertaking made or issued by ACST STIT shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the ACST STIT Declaration provides for indemnification out of ACSTSTIT's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which ACST STIT itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of ACSTSTIT, the possibility of ACST STIT being unable to meet its obligations is considered remote, and even if a claim were brought against ACST STIT and a court determined that shareholders were 21 personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IMSFI have elected a majority of the directors of IMSFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IMSFI Board (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IMSFI Board to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IMSFI Plan authorizes IMSFI to acquire one share of each class of the New Fund and, as the sole shareholder of ACST prior to the IMSFI Redomestication, to elect the directors of IMSFI as the trustees of ACST. Such trustees serve for the life of ACST, subject to his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of ACST (the "ACST Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the ACST Board to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. 45.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Under Delaware Statutory Trust Act provides that law, shareholders of a Delaware statutory trust shall be are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There isHowever, however, there is a remote possibility that, under certain circumstances, that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent obligations. This might occur if the courts of another state that does not recognize such the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving such the trust's obligations. The ACST Declaration of Trust provides that shareholders of ACST shall the Trust are not be subject to any personal liability for acts or obligations of ACST and the Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made or issued by ACST shall the Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the ACST Declaration of Trust provides for indemnification out of ACSTthe trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which ACST the Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of ACSTthe Trust, the possibility of ACST the Trust being unable to meet its obligations is considered remote, and even . Even if a claim were brought against ACST the Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IMSFI have elected a majority of the directors of IMSFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IMSFI Board (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IMSFI Board to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IMSFI Plan authorizes IMSFI to acquire one share of each class of the New Fund and, as the sole shareholder of ACST prior to the IMSFI Redomestication, to elect the directors of IMSFI as the trustees of ACST. Such trustees serve for the life of ACST, subject to his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of ACST (the "ACST Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the ACST Board to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. 45.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Under Delaware Statutory Trust Act provides that law, shareholders of a Delaware statutory trust shall be are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There isHowever, however, there is a remote possibility that, under certain circumstances, that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent obligations. This might occur if the courts of another state that does not recognize such the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving such the trust's obligations. The ACST Declaration of Trust provides that shareholders of ACST shall the Trust are not be subject to any personal liability for acts or obligations of ACST and the Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made or issued by ACST shall the Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the ACST Declaration of Trust provides for indemnification out of ACSTthe trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which ACST the Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of ACSTthe Trust, the possibility of ACST the Trust being unable to meet its obligations is considered remote, and even . Even if a claim were brought against ACST the Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IMSFI Company have elected a majority of the directors of IMSFICompany. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IMSFI Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IMSFI Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IMSFI Plan authorizes IMSFI to acquire one share The shareholders of each class Buyer have elected a majority of the New Fund and, as the sole shareholder of ACST prior to the IMSFI Redomestication, to elect the directors of IMSFI as the trustees of ACSTBuyer. Such trustees serve for the life of ACSTBuyer, subject to his or her earlier their xxxxxer death, incapacitation, resignation, retirement xxxxrement or removal (see below). In the case of any vacancy on the Board of Trustees of ACST (the "ACST Board")Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the ACST Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. 45.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Under Delaware Statutory Trust Act provides that law, shareholders of a Delaware statutory trust shall be are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There isHowever, however, there is a remote possibility that, under certain circumstances, that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent obligations. This might occur if the courts of another state that does not recognize such the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving such the trust's obligations. The ACST Declaration of Trust provides that shareholders of ACST shall the Trust are not be subject to any personal liability for acts or obligations of ACST and the Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made or issued by ACST shall the Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the ACST Declaration of Trust provides for indemnification out of ACSTthe trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which ACST the Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of ACSTthe Trust, the possibility of ACST the Trust being unable to meet its obligations is considered remote, and even . Even if a claim were brought against ACST the Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IMSFI Company have elected a majority of the directors of IMSFICompany. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IMSFI Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IMSFI Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IMSFI Plan authorizes IMSFI to acquire one share of each class The current shareholders of the New Fund and, as the sole shareholder of ACST prior to the IMSFI Redomestication, to elect the directors of IMSFI as Trust have elected the trustees of ACSTthe Trust. Such trustees serve for the life of ACSTthe Trust, subject to his or her their earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of ACST (the "ACST Board")Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the ACST Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. 45.