AGREEMENT AND DECLARATION OF TRUST
of
XXXXXXXXX CAPITAL ACCUMULATOR FUND
a Delaware Business Trust
Principal Place of Business:
000 Xxxx Xxxxxxx Xxxx.
Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000
ARTICLE I. Name and Definitions 1
SECTION 1. NAME 1
SECTION 2. REGISTERED AGENT AND REGISTERED OFFICE;
PRINCIPAL PLACE OF BUSINESS. 2
(A) REGISTERED AGENT AND REGISTERED OFFICE 2
(B) PRINCIPAL PLACE OF BUSINESS 2
SECTION 3. DEFINITIONS 2
(A) "1940 ACT" 2
(B) "AFFILIATE" 2
(C) "BOARD OF TRUSTEES" 2
(D) "BY-LAWS" 2
(E) "CERTIFICATE OF TRUST" 2
(F) "CODE" 2
(G) "COMMISSION" 2
(H) "DBTA" 3
(I) "DECLARATION OF TRUST" 3
(J) "GENERAL LIABILITIES" 3
(K) "INTERESTED PERSON" 3
(L) "INVESTMENT ADVISER" OR "ADVISER" 3
(M) "NATIONAL FINANCIAL EMERGENCY" 3
(N) "PERSON" 3
(O) "PRINCIPAL UNDERWRITER" 3
(P) "SERIES" 3
(Q) "SHARES" 3
(R) "SHAREHOLDER" 4
(S) "TRUST" 4
(T) "TRUST PROPERTY" 4
(U) "TRUSTEE" OR "TRUSTEES" 4
ARTICLE II. Purpose of Trust 5
ARTICLE III. Shares 8
SECTION 1. DIVISION OF BENEFICIAL INTEREST 8
SECTION 2. OWNERSHIP OF SHARES 9
SECTION 3. INVESTMENTS IN THE TRUST 9
SECTION 4. STATUS OF SHARES AND LIMITATION OF PERSONAL
LIABILITY 10
SECTION 5. POWER OF BOARD OF TRUSTEES TO CHANGE PROVISIONS
RELATING TO SHARES 10
SECTION 6. ESTABLISHMENT AND DESIGNATION OF SERIES 11
(A) ASSETS HELD WITH RESPECT TO A PARTICULAR SERIES 11
(B) LIABILITIES HELD WITH RESPECT TO A PARTICULAR SERIES 12
(C) DIVIDENDS, DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES 12
(D) VOTING 13
(E) EQUALITY 13
(F) FRACTIONS 13
(G) EXCHANGE PRIVILEGE 13
(H) COMBINATION OF SERIES 13
(I) DISSOLUTION OR TERMINATION 13
SECTION 7. INDEMNIFICATION OF SHAREHOLDERS 14
ARTICLE IV. The Board of Trustees 14
SECTION 1. NUMBER, ELECTION, REMOVAL, RESIGNATION AND TENURE 14
SECTION 2. TRUSTEE ACTION BY WRITTEN CONSENT WITHOUT A MEETING 15
SECTION 3. POWERS; OTHER BUSINESS INTERESTS; REQUIRED VOTE. 15
(A) POWERS 15
(B) OTHER BUSINESS INTERESTS 16
(C) REQUIRED VOTE 16
SECTION 4. PAYMENT OF EXPENSES BY THE TRUST 16
SECTION 5. PAYMENT OF EXPENSES BY SHAREHOLDERS 17
SECTION 6. OWNERSHIP OF TRUST PROPERTY 17
SECTION 7. SERVICE CONTRACTS 17
ARTICLE V. Shareholders' Voting Powers and Meetings 18
SECTION 1. VOTING POWERS 18
SECTION 2. QUORUM AND REQUIRED VOTE 19
SECTION 3. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING 19
SECTION 4. RECORD DATES 20
SECTION 5. ADDITIONAL PROVISIONS 20
ARTICLE VI. Net Asset Value, Distributions and Redemptions 21
SECTION 1. DETERMINATION OF NET ASSET VALUE, NET INCOME AND
DISTRIBUTIONS 21
SECTION 2. REDEMPTIONS AT THE OPTION OF A SHAREHOLDER 21
SECTION 3. REDEMPTIONS AT THE OPTION OF THE TRUST 22
ARTICLE VII. Limitation on Liability of Trustees, Officers,
Employees and Other Agents 23
SECTION 1. LIMITATION ON LIABILITY 23
SECTION 2. INSURANCE 24
ARTICLE VIII. Miscellaneous 24
SECTION 1. DISSOLUTION OF TRUST OR SERIES 24
SECTION 2. MERGER OR CONSOLIDATION; CONVERSION 25
(A) MERGER OR CONSOLIDATION 25
(B) CONVERSION 25
SECTION 3. REORGANIZATION 26
SECTION 4. MASTER-FEEDER STRUCTURE 26
SECTION 5. AMENDMENTS 26
SECTION 6. FILING OF COPIES, REFERENCES, HEADINGS 27
SECTION 7. APPLICABLE LAW 27
SECTION 8. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS 27
SECTION 9. BUSINESS TRUST ONLY 28
SECTION 10. USE OF THE NAME "XXXXXXXXX" 28
AGREEMENT AND DECLARATION OF TRUST
OF
XXXXXXXXX CAPITAL ACCUMULATOR FUND
AGREEMENT AND DECLARATION OF TRUST made as of this 4th day of December,
2001, by the Trustees hereunder, and by the holders of Shares to be issued
hereunder as hereinafter provided.
W I T N E S S E T H:
WHEREAS this Trust is being formed to carry on the business of an
investment company; and
WHEREAS this Trust is authorized to issue its Shares in separate Series, to
divide Shares of any Series into two or more classes and to issue classes of
Shares of any Series, all in accordance with the provisions hereinafter set
forth; and
WHEREAS the Trustees have agreed to manage all property coming into their
hands as trustees of a Delaware business trust in accordance with the provisions
of the Delaware Business Trust Act (12 DEL. C.ss.3801, ET SEQ.), as amended from
time to time (the "DBTA"), and the provisions hereinafter set
forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all cash,
securities and other assets that they may from time to time acquire in any
manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the benefit of the holders from time to time
of Shares created hereunder as hereinafter set forth.
ARTICLE I.
NAME AND DEFINITIONS
Section 1. NAME. This trust shall be known as "Xxxxxxxxx Capital
Accumulator Fund" and the Board of Trustees shall conduct the business of the
Trust under that name, or any other name as it may from time to time determine.
Section 2. REGISTERED AGENT AND REGISTERED OFFICE; PRINCIPAL PLACE OF
BUSINESS.
(a) REGISTERED AGENT AND REGISTERED OFFICE The name of the registered agent
of the Trust and the address of the registered office of the Trust are as set
forth on the Certificate of Trust.
(b) PRINCIPAL PLACE OF BUSINESS. The principal place of business of the
Trust is located at 000 Xxxx Xxxxxxx Xxxx., Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000,
or at such other location within or outside of the State of Delaware as the
Board of Trustees may determine from time to time.
Section 3. DEFINITIONS. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a) "1940 ACT" shall mean the Investment Company Act of 1940 and the rules
and regulations thereunder, all as adopted or amended from time to time;
(b) "AFFILIATE" shall have the same meaning as "affiliated person" as such
term is defined in the 1940 Act when used with reference to a specified Person.
(c) "BOARD OF TRUSTEES" shall mean the governing body of the Trust, that is
comprised of the Trustees of the Trust;
(d) "BY-LAWS" shall mean the By-Laws of the Trust, as amended or restated
from time to time in accordance with Article X of the By-Laws, and incorporated
herein by reference;
(e) "CERTIFICATE OF TRUST" shall mean the certificate of trust to be filed
with the Office of the Secretary of State of the State of Delaware as required
under the DBTA to form the Trust, as amended or restated from time to time;
(f) "CODE" shall mean the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder;
(g) "COMMISSION" shall have the meaning given it in the 1940 Act;
(h) "DBTA" shall mean the Delaware Business Trust Act (12 DEL. C.ss.3801,
ET SEQ.), as amended from time to time;
(i) "DECLARATION OF TRUST" shall mean this Agreement and Declaration of
Trust, as amended or restated from time to time;
(j) "GENERAL LIABILITIES" shall have the meaning given it in Article III,
Section 6(b) of this Declaration Trust;
(k) "INTERESTED PERSON" shall have the meaning given it in the 1940 Act;
(l) "INVESTMENT ADVISER" or "ADVISER" shall mean a party furnishing
services to the Trust pursuant to any contract described in Article IV, Section
7(a) hereof;
(m) "NATIONAL FINANCIAL EMERGENCY" shall mean the whole or any part of any
period set forth in the 1940 Act. The Board of Trustees may, in its discretion,
declare that the suspension relating to a national financial emergency shall
terminate, as the case may be, on the first business day on which the New York
Stock Exchange shall have reopened or the period specified in the 1940 Act shall
have expired (as to which, in the absence of an official ruling by the
Commission, the determination of the Board of Trustees shall be conclusive);
(n) "PERSON" shall include a natural person, partnership, limited
partnership, trust, estate, association, corporation, custodian, nominee or any
other individual or entity in its own or any representative capacity;
(o) "PRINCIPAL UNDERWRITER" shall have the meaning given to it in the 1940
Act;
(p) "SERIES" shall refer to each Series of Shares established and
designated under and in accordance with the provisions of Article III and shall
mean an entity such as that described in the 1940 Act;
(q) "SHARES" shall mean the outstanding shares of beneficial interest into
which the beneficial interest in the Trust shall be divided from time to time,
and shall include fractional and whole shares;
(r) "SHAREHOLDER" shall mean a record owner of Shares;
(s) "TRUST" shall refer to the Delaware business trust formed pursuant to
this Declaration of Trust and the filing of the Certificate of Trust with the
Office of the Secretary of State of the State of Delaware;
(t) "TRUST PROPERTY" shall mean any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or one or more of any Series thereof, including, without limitation, the
rights referenced in Article VIII, Section 9 hereof;
(u) "TRUSTEE" or "TRUSTEES" shall refer to each signatory to this
Declaration of Trust as a trustee, so long as such signatory continues in office
in accordance with the terms hereof, and all other Persons who may, from time to
time, be duly elected or appointed, qualified and serving on the Board of
Trustees in accordance with the provisions hereof. Reference herein to a Trustee
or the Trustees shall refer to such Person or Persons in his or their capacity
as a trustee or trustees hereunder.
ARTICLE II.
PURPOSE OF TRUST
The purpose of the Trust is to conduct, operate and carry on the business
of a registered management investment company registered under the 1940 Act
directly, or if one or more Series is established hereunder, through one or more
Series, investing primarily in securities, and to exercise all of the powers
granted to a business trust formed under the DBTA, including, without
limitation, the following powers:
(a) To invest and reinvest cash, to hold cash uninvested, and to subscribe
for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge,
sell, assign, mortgage, transfer, exchange, distribute, write options on, lend
or otherwise deal in or dispose of contracts for the future acquisition or
delivery of fixed income or other securities, and securities or property of
every nature and kind, including, without limitation, all types of bonds,
debentures, stocks, preferred stocks, negotiable or non-negotiable instruments,
obligations, evidences of indebtedness, certificates of deposit or indebtedness,
commercial paper, repurchase agreements, bankers' acceptances, and other
securities of any kind, issued, created, guaranteed, or sponsored by any and all
Persons, including, without limitation, states, territories, and possessions of
the United States and the District of Columbia and any political subdivision,
agency, or instrumentality thereof, any foreign government or any political
subdivision of the U.S. Government or any foreign government, or any
international instrumentality, or by any bank or savings institution, or by any
corporation or organization organized under the laws of the United States or of
any state, territory, or possession thereof, or by any corporation or
organization organized under any foreign law, or in "when issued" contracts for
any such securities, to change the investments of the assets of the Trust;
(b) To exercise any and all rights, powers and privileges with reference to
or incident to ownership or interest, use and enjoyment of any of such
securities and other instruments or property of every kind and description,
including, but without limitation, the right, power and privilege to own, vote,
hold, purchase, sell, negotiate, assign, exchange, lend, transfer, mortgage,
hypothecate, lease, pledge or write options with respect to or otherwise deal
with, dispose of, use, exercise or enjoy any rights, title, interest, powers or
privileges under or with reference to any of such securities and other
instruments or property, the right to consent and otherwise act with respect
thereto, with power to designate one or more Persons, to exercise any of said
rights, powers, and privileges in respect of any of said instruments, and to do
any and all acts and things for the preservation, protection, improvement and
enhancement in value of any of such securities and other instruments or
property;
(c) To sell, exchange, lend, pledge, mortgage, hypothecate, lease or write
options with respect to or otherwise deal in any property rights relating to any
or all of the assets of the Trust or any Series, subject to any requirements of
the 1940 Act;
(d) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;
(e) To exercise powers and right of subscription or otherwise which in any
manner arise out of ownership of securities;
(f) To hold any security or property in a form not indicating that it is
trust property, whether in bearer, unregistered or other negotiable form, or in
its own name or in the name of a custodian or subcustodian or a nominee or
nominees or otherwise or to authorize the custodian or a subcustodian or a
nominee or nominees to deposit the same in a securities depository, subject in
each case to proper safeguards according to the usual practice of investment
companies or any rules or regulations applicable thereto;
(g) To consent to, or participate in, any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which is
held in the Trust; to consent to any contract, lease, mortgage, purchase or sale
of property by such corporation or issuer; and to pay calls or subscriptions
with respect to any security held in the Trust;
(h) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay, such portion of the expenses and
compensation of such committee, depositary or trustee as the Trustees shall deem
proper;
(i) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including but not limited to
claims for taxes;
(j) To enter into joint ventures, general or limited partnerships and any
other combinations or associations;
(k) To endorse or guarantee the payment of any notes or other obligations
of any Person; to make contracts of guaranty or suretyship, or otherwise assume
liability for payment thereof;
(l) To purchase and pay for entirely out of Trust Property such insurance
as the Board of Trustees may deem necessary or appropriate for the conduct of
the business, including, without limitation, insurance policies insuring the
assets of the Trust or payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, Investment Advisers, Principal Underwriters, or
independent contractors of the Trust, individually against all claims and
liabilities of every nature arising by reason of holding Shares, holding, being
or having held any such office or position, or by reason of any action alleged
to have been taken or omitted by any such Person as Trustee, officer, employee,
agent, Investment Adviser, Principal Underwriter, or independent contractor, to
the fullest extent permitted by this Declaration of Trust, the By-Laws and by
applicable law; and
(m) To adopt, establish and carry out pension, profit-sharing, share bonus,
share purchase, savings, thrift and other retirement, incentive and benefit
plans, trusts and provisions, including the purchasing of life insurance and
annuity contracts as a means of providing such retirement and other benefits,
for any or all of the Trustees, officers, employees and agents of the Trust.
(n) To purchase or otherwise acquire, own, hold, sell,
negotiate, exchange, assign, transfer, mortgage, pledge or otherwise deal with,
dispose of, use, exercise or enjoy, property of all kinds.
(o) To buy, sell, mortgage, encumber, hold, own, exchange, rent or
otherwise acquire and dispose of, and to develop, improve, manage, subdivide,
and generally to deal and trade in real property, improved and unimproved, and
wheresoever situated; and to build, erect, construct, alter and maintain
buildings, structures, and other improvements on real property.
(p) To borrow or raise moneys for any of the purposes of the Trust, and to
mortgage or pledge the whole or any part of the property and franchises of the
Trust, real, personal, and mixed, tangible or intangible, and wheresoever
situated.
(q) To enter into, make and perform contracts and undertakings of every
kind for any lawful purpose, without limit as to amount.
(r) To issue, purchase, sell and transfer, reacquire, hold, trade and deal
in Shares, bonds, debentures and other securities, instruments or other property
of the Trust, from time to time, to such extent as the Board of Trustees shall,
consistent with the provisions of this Declaration of Trust, determine; and to
repurchase, re-acquire and redeem, from time to time, its Shares or, if any, its
bonds, debentures and other securities.
The Trust shall not be limited to investing in obligations maturing before
the possible dissolution of the Trust or one or more of its Series. Neither the
Trust nor the Board of Trustees shall be required to obtain any court order to
deal with any assets of the Trust or take any other action hereunder.
The foregoing clauses shall each be construed as purposes, objects and
powers, and it is hereby expressly provided that the foregoing enumeration of
specific purposes, objects and powers shall not be held to limit or restrict in
any manner the powers of the Trust, and that they are in furtherance of, and in
addition to, and not in limitation of, the general powers conferred upon the
Trust by the DBTA and the other laws of the State of Delaware or otherwise; nor
shall the enumeration of one thing be deemed to exclude another, although it be
of like nature, not expressed.
ARTICLE III.
SHARES
Section 1. DIVISION OF BENEFICIAL INTEREST. The beneficial interest in the
Trust shall at all times be divided into Shares, all without par value. The
number of Shares authorized hereunder is unlimited. The Board of Trustees may
authorize the division of Shares into separate and distinct Series and the
division of any Series into separate classes of Shares in accordance with the
1940 Act. The different Series and classes shall be established and designated,
and the variations in the relative rights and preferences as between the
different Series and classes shall be fixed and determined by the Board of
Trustees without the requirement of Shareholder approval. If no separate Series
or classes of Series shall be established, the Shares shall have the rights and
preferences provided for herein and in Article III, Section 6 hereof to the
extent relevant and not otherwise provided for herein, and all references to
Series and classes shall be construed (as the context may require) to refer to
the Trust. The fact that a Series shall have initially been established and
designated without any specific establishment or designation of classes (i.e.,
that all Shares of such Series are initially of a single class) shall not limit
the authority of the Board of Trustees to establish and designate separate
classes of said Series. The fact that a Series shall have more than one
established and designated class, shall not limit the authority of the Board of
Trustees to establish and designate additional classes of said Series, or to
establish and designate separate classes of the previously established and
designated classes.
The Board of Trustees shall have the power to issue Shares of the Trust, or
any Series and class thereof, from time to time for such consideration (but not
less than the net asset value of the Trust or such Series or class, as the case
may be) and in such form as may be fixed from time to time pursuant to the
direction of the Board of Trustees.
The Board of Trustees may hold as treasury shares, reissue for such
consideration and on such terms as it may determine, or cancel, at its
discretion from time to time, any Shares of the Trust or any Series or class
thereof reacquired by the Trust. The Board of Trustees may classify or
reclassify any unissued Shares or any Shares of the Trust or any Series or class
thereof, that were previously issued and are reacquired, into one or more Series
or classes that may be established and designated from time to time.
Notwithstanding the foregoing, the Trust and any Series thereof may acquire,
hold, sell and otherwise deal in, for purposes of investment or otherwise, the
Shares of any other Series of the Trust or Shares of the Trust, and such Shares
shall not be deemed treasury shares or cancelled.
Subject to the provisions of Section 6 of this Article III, each Share
shall have voting rights as provided in Article V hereof, and the Shareholders
of the Trust or any Series or class, if any, shall be entitled to receive
dividends and distributions, when, if and as declared with respect thereto,
provided that with respect to classes, such dividends and distributions shall
comply with the 1940 Act. No Share shall have any priority or preference over
any other Share of the same Series with respect to dividends or distributions
paid in the ordinary course of business or distributions upon dissolution of the
Trust or of such Series made pursuant to Article VIII, Section 1 hereof;
provided however, that if the Shares of a Series are divided into classes
thereof, no Share of a particular class shall have any priority or preference
over any other Share of the same class with respect to dividends or
distributions paid in the ordinary course of business or distributions upon
dissolution of the Trust or of such Series made pursuant to Article VIII,
Section 1 hereof. All dividends and distributions shall be made ratably among
all Shareholders of the Trust or a particular Series from the Trust Property
held with respect to the Trust or such Series thereof, respectively, according
to the number of Shares of the Trust or such Series held of record by such
Shareholders on the record date for any dividend or distribution; provided
however, that if the Shares of a Series are divided into classes thereof, all
dividends and distributions from the Trust Property held with respect to such
Series shall be distributed to each class of such Series according to the net
asset value computed for such class and within such particular class, shall be
distributed ratably to the Shareholders of such class according to the number of
Shares of such class held of record by such Shareholders on the record date for
any dividend or distribution. Shareholders shall have no preemptive or other
right to subscribe to new or additional Shares or other securities issued by the
Trust or any Series. The Board of Trustees may from time to time divide or
combine the Shares of the Trust or any particular Series thereof into a greater
or lesser number of Shares of the Trust or that Series, respectively. Such
division or combination shall not materially change the proportionate beneficial
interests of the Shares of the Trust or that Series, as the case may be, in the
Trust Property held with respect to the Trust or that Series, as the case may
be, or materially affect the rights of Shares of the Trust or any other Series.
Any Trustee, officer or other agent of the Trust, and any organization in
which any such Person is interested, may acquire, own, hold and dispose of
Shares of the Trust or any Series and class thereof to the same extent as if
such Person were not a Trustee, officer or other agent of the Trust; and the
Trust or any Series may issue and sell or cause to be issued and sold and may
purchase Shares from any such Person or any such organization subject only to
the general limitations, restrictions or other provisions applicable to the sale
or purchase of such Shares generally.
Section 2. OWNERSHIP OF SHARES. The ownership of Shares shall be recorded
on the books of the Trust kept by the Trust or by a transfer or similar agent
for the Trust, which books shall be maintained separately for the Shares of each
Series and class thereof that has been established and designated. No
certificates certifying the ownership of Shares shall be issued except as the
Board of Trustees may otherwise determine from time to time. The Board of
Trustees may make such rules not inconsistent with the provisions of the 1940
Act as it considers appropriate for the issuance of Share certificates, the
transfer of Shares of the Trust and each Series and class thereof, if any, and
similar matters. The record books of the Trust as kept by the Trust or any
transfer or similar agent, as the case may be, shall be conclusive as to who are
the Shareholders of the Trust and each Series and class thereof and as to the
number of Shares of the Trust and each Series and class thereof held from time
to time by each such Shareholder.
Section 3. INVESTMENTS IN THE TRUST. Investments may be accepted by the
Trust from such persons, at such times, on such terms, and for such
consideration as the Board of Trustees may from time to time authorize. Each
investment shall be credited to the individual Shareholder's account in the form
of full or fractional Shares of the Trust or such Series (and class thereof, if
any), as the purchaser may select, at the net asset value per Share next
determined for the Trust or such Series after receipt of the investment;
PROVIDED, HOWEVER, that the Principal Underwriter may, in its sole discretion,
impose a sales charge upon investments in the Trust.
Section 4. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY. Shares
shall be deemed to be personal property giving to Shareholders only the rights
provided in this Declaration of Trust and under applicable law. Every
Shareholder by virtue of having become a Shareholder shall be held to have
expressly assented and agreed to the terms hereof and to have become bound as a
party hereto. Ownership of Shares shall not entitle the Shareholder to any title
in or to the whole or any part of the Trust Property or right to call for a
partition or division of the same or for an accounting, nor shall the ownership
of Shares constitute the Shareholders as partners. Subject to Article III,
Section 6(i) hereof, the death, incapacity, dissolution, termination, or
bankruptcy of a Shareholder during the existence of the Trust and any Series
thereof shall not operate to dissolve the Trust or any such Series, nor entitle
the representative of any deceased, incapacitated, dissolved, terminated or
bankrupt Shareholder to an accounting or to take any action in court or
elsewhere against the Trust, the Trustees or any such Series, but entitles such
representative only to the rights of said deceased, incapacitated, dissolved,
terminated or bankrupt Shareholder under this Declaration of Trust. Neither the
Trust nor the Trustees, nor any officer, employee or agent of the Trust, shall
have any power to bind personally any Shareholder, nor, except as specifically
provided herein, to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder may at any
time personally agree to pay. Each Share, when issued on the terms determined by
the Board of Trustees, shall be fully paid and nonassessable. As provided in the
DBTA, Shareholders shall be entitled to the same limitation of personal
liability extended to stockholders of a private corporation organized for profit
under the general corporation law of the State of Delaware.
Section 5. POWER OF BOARD OF TRUSTEES TO CHANGE PROVISIONS RELATING TO
SHARES. Notwithstanding any other provision of this Declaration of Trust and
without limiting the power of the Board of Trustees to amend or restate this
Declaration of Trust or the Certificate of Trust as provided elsewhere herein,
the Board of Trustees shall have the power to amend this Declaration of Trust,
or the Certificate of Trust, at any time and from time to time, in such manner
as the Board of Trustees may determine in its sole discretion, without the need
for Shareholder action, so as to add to, delete, replace or otherwise modify any
provisions relating to the Shares contained in this Declaration of Trust,
PROVIDED that before adopting any such amendment without Shareholder approval,
the Board of Trustees shall determine that it is consistent with the fair and
equitable treatment of all Shareholders and that Shareholder approval is not
otherwise required by the 1940 Act or other applicable law. If Shares have been
issued, Shareholder approval shall be required to adopt any amendment to this
Declaration of Trust which would adversely affect to a material degree the
rights and preferences of the Shares of the Trust or any Series or class thereof
already issued; PROVIDED, HOWEVER, that in the event that the Board of Trustees
determines that the Trust shall no longer be operated as an investment company
in accordance with the provisions of the 1940 Act, the Board of Trustees may
adopt such amendments to this Declaration of Trust to delete those terms the
Board of Trustees identifies as being required by the 1940 Act.
Subject to the foregoing paragraph, the Board of Trustees may amend any of
the provisions set forth in paragraphs (a) through (i) of Section 6 of this
Article III.
The Board of Trustees shall have the power, in its discretion, to make such
elections as to the tax status of the Trust as may be permitted or required
under the Code as presently in effect or as amended, without the vote of any
Shareholder.
Section 6. ESTABLISHMENT AND DESIGNATION OF SERIES
Each Series shall be separate and distinct from any other Series, separate
and distinct records on the books of the Trust shall be maintained for each
Series, and the assets and liabilities belonging to any such Series shall be
held and accounted for separately from the assets and liabilities of the Trust
or any other Series. Subject to Article II, each such Series shall operate as a
separate and distinct investment medium, with separately defined investment
objectives and policies and a distinct investment purpose.
The establishment and designation of any Series or class thereof shall be
effective upon the adoption of a resolution by not less than a majority of the
then Board of Trustees, which resolution shall set forth such establishment and
designation and may provide, to the extent permitted by the DBTA, for rights,
powers and duties of such Series or class thereof otherwise than as provided
below. Each such resolution shall be incorporated herein by reference upon
adoption.
Shares of each Series (and class thereof, where applicable) established
pursuant to this Section 6, unless otherwise provided, to the extent permitted
by the DBTA, in the resolution establishing such Series or class, shall have the
following rights, powers and duties:
(a) ASSETS HELD WITH RESPECT TO A PARTICULAR SERIES. All consideration
received by the Trust for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source
derived, including, without limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably be held with respect to that Series for all purposes, subject only
to the rights of creditors with respect to that Series, and shall be so recorded
upon the books of account of the Trust. Such consideration, assets, income,
earnings, profits and proceeds thereof, from whatever source derived, including,
without limitation, any proceeds derived from the sale, exchange or liquidation
of such assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred to as "assets
held with respect to" that Series. In the event that there are any assets,
income, earnings, profits and proceeds thereof, funds or payments which are not
readily identifiable as assets held with respect to any particular Series
(collectively "General Assets"), the Board of Trustees shall allocate such
General Assets to, between or among any one or more of the Series in such manner
and on such basis as the Board of Trustees, in its sole discretion, deems fair
and equitable, and any General Asset so allocated to a particular Series shall
be held with respect to that Series. Each such allocation by the Board of
Trustees shall be conclusive and binding upon the Shareholders of all Series for
all purposes.
(b) LIABILITIES HELD WITH RESPECT TO A PARTICULAR SERIES. The assets of the
Trust held with respect to a particular Series shall be charged against the
liabilities, debts, obligations, costs, charges, reserves and expenses of the
Trust incurred, contracted for or otherwise existing with respect to such
Series. Such liabilities, debts, obligations, costs, charges, reserves and
expenses incurred, contracted for or otherwise existing with respect to a
particular Series are herein referred to as "liabilities held with respect to"
that Series. Any liabilities, debts, obligations, costs, charges, reserves and
expenses of the Trust which are not readily identifiable as being liabilities
held with respect to any particular Series (collectively "General Liabilities")
shall be allocated by the Board of Trustees to and among any one or more of the
Series in such manner and on such basis as the Board of Trustees in its sole
discretion deems fair and equitable. Each allocation of liabilities, debts,
obligations, costs, charges, reserves and expenses by the Board of Trustees
shall be conclusive and binding upon the Shareholders of all Series for all
purposes. All Persons who have extended credit that has been allocated to a
particular Series, or who have a claim or contract that has been allocated to
any particular Series, shall look, and shall be required by contract to look
exclusively, to the assets of that particular Series for payment of such credit,
claim, or contract. In the absence of an express contractual agreement so
limiting the claims of such creditors, claimants and contract providers, each
creditor, claimant and contract provider shall be deemed nevertheless to have
impliedly agreed to such limitation.
Subject to the right of the Board of Trustees in its discretion to allocate
General Liabilities as provided herein, the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to a
particular Series, whether such Series is now authorized and existing pursuant
to this Declaration of Trust or is hereafter authorized and existing pursuant to
this Declaration of Trust, shall be enforceable against the assets held with
respect to that Series only, and not against the assets of any other Series or
the Trust generally and none of the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to the Trust
generally or any other Series thereof shall be enforceable against the assets
held with respect to such Series. Notice of this limitation on liabilities
between and among Series shall be set forth in the Certificate of Trust to be
filed in the Office of the Secretary of State of the State of Delaware pursuant
to the DBTA, and upon the giving of such notice in the Certificate of Trust, the
statutory provisions of Section 3804 of the DBTA relating to limitations on
liabilities between and among Series (and the statutory effect under Section
3804 of setting forth such notice in the Certificate of Trust) shall become
applicable to the Trust and each Series.
(c) DIVIDENDS, DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES. Notwithstanding
any other provisions of this Declaration of Trust, including, without
limitation, Article VI, no dividend or distribution including, without
limitation, any distribution paid upon dissolution of the Trust or of any Series
with respect to, nor any redemption or repurchase of, the Shares of any Series
or class of such Series shall be effected by the Trust other than from the
assets held with respect to such Series, nor, except as specifically provided in
Section 7 of this Article III, shall any Shareholder of any particular Series
otherwise have any right or claim against the assets held with respect to any
other Series or the Trust generally except, in the case of a right or claim
against the assets held with respect to any other Series, to the extent that
such Shareholder has such a right or claim hereunder as a Shareholder of such
other Series. The Board of Trustees shall have full discretion, to the extent
not inconsistent with the 1940 Act, to determine which items shall be treated as
income and which items as capital; and each such determination and allocation
shall be conclusive and binding upon the Shareholders.
(d) VOTING. All Shares of the Trust entitled to vote on a matter shall vote
on the matter, separately by Series and, if applicable, by class, PROVIDED THAT:
(1) where the 1940 Act requires all Shares of the Trust to be voted in the
aggregate without differentiation between the separate Series or classes, then
all of the Trust's Shares shall vote in the aggregate; and (2) if any matter
affects only the interests of some but not all Series or classes, then only the
Shareholders of such affected Series or classes shall be entitled to vote on the
matter.
(e) EQUALITY. Each Share of any particular Series shall be equal to each
other Share of such Series (subject to the rights and preferences with respect
to separate classes of such Series).
(f)FRACTIONS. A fractional Share of a Series shall carry proportionately
all the rights and obligations of a whole Share of such Series, including rights
with respect to voting, receipt of dividends and distributions, redemption of
Shares and dissolution of the Trust or that Series.
(g) EXCHANGE PRIVILEGE. The Board of Trustees shall have the authority to
provide that the holders of Shares of any Series shall have the right to
exchange said Shares for Shares of one or more other Series in accordance with
such requirements and procedures as may be established by the Board of Trustees,
and in accordance with the 1940 Act.
(h) COMBINATION OF SERIES. The Board of Trustees shall have the authority,
without the approval of the Shareholders of any Series unless otherwise required
by applicable law, to combine the assets and liabilities held with respect to
any two or more Series into assets and liabilities held with respect to a single
Series; PROVIDED that upon completion of such combination of Series, the
proportionate interest of each Shareholder, in the assets and liabilities held
with respect to the combined Series shall equal the proportionate interest of
each such Shareholder in the assets and liabilities held with respect to each
Series that was combined.
(i) DISSOLUTION OR TERMINATION. Any particular Series shall be dissolved
upon the occurrence of the applicable dissolution events set forth in Article
VIII, Section 1. In addition, at any time that there are either no Shares
outstanding of any particular Series, or in the discretion of the Board of
Trustees, as may be permitted by the 1940 Act, the Board of Trustees may, by
resolution of a majority of the Board of Trustees, dissolve such Series. Upon
dissolution, the Trustees shall wind up the affairs of such Series in accordance
with Article VIII Section 1 and thereafter, rescind the establishment and
designation thereof. The Board of Trustees shall, by resolution of a majority of
the Board of Trustees, terminate any particular class and rescind the
establishment and designation thereof upon the vote of not less than a majority
of the Shares outstanding and entitled to vote of such class. In addition, the
Board of Trustees may, by resolution of a majority of the Board of Trustees,
terminate such class and rescind the establishment and designation thereof: (i)
at the discretion of the Board of Trustees, by written notice to the
Shareholders of that class or (ii) at any time that there are no Shares
outstanding of such class; PROVIDED, HOWEVER, that upon the rescission of the
establishment and designation of any particular Series, every class of such
Series shall thereby be terminated and its establishment and designation
rescinded. Each resolution of the Board of Trustees pursuant to this Section
6(i) shall be incorporated herein by reference upon adoption.
Section 7. INDEMNIFICATION OF SHAREHOLDERS. If any Shareholder or former
Shareholder shall be exposed to liability by reason of a claim or demand
relating solely to his or her being or having been a Shareholder of the Trust or
a Shareholder of a particular Series thereof, and not because of such Person's
acts or omissions, the Shareholder or former Shareholder (or, in the case of a
natural person, his or her heirs, executors, administrators, or other legal
representatives or, in the case of a corporation or other entity, its corporate
or other general successor) shall be entitled to be held harmless from and
indemnified out of the assets of the Trust or out of the assets of such Series
thereof, as the case may be, against all loss and expense arising from such
claim or demand; PROVIDED, HOWEVER, there shall be no liability or obligation of
the Trust or any particular Series thereof arising hereunder to reimburse any
Shareholder for taxes paid by reason of such Shareholder's ownership of any
Shares.
ARTICLE IV.
THE BOARD OF TRUSTEES
Section 1. NUMBER, ELECTION, REMOVAL, RESIGNATION AND TENURE. The number of
Trustees constituting the entire Board of Trustees may be fixed from time to
time by the vote of a majority of the Board of Trustees, provided, however, that
the number of Trustees shall in no event be less than one (1) nor more than
fifteen (15). Each Trustee shall serve during the continued lifetime of the
Trust until he or she dies, resigns, is declared bankrupt or incompetent by a
court of appropriate jurisdiction, or is removed, or, if sooner than any of such
events, until the next meeting of Shareholders called for the purpose of
electing Trustees and until the election and qualification of his or her
successor.
The Shareholders shall elect Trustees at any meeting of Shareholders called
by the Board of Trustees, by the chairperson of the Board or by the president
for that purpose or, to the extent provided by the 1940 Act, called by the
Shareholders for that purpose. The Board of Trustees, by action of a majority of
the then Trustees at a duly constituted meeting, may fill vacancies in the Board
of Trustees or remove Trustees with or without cause. Shareholders shall have
the power to remove a Trustee only to the extent provided by the 1940 Act. Any
Trustee may resign at any time by written instrument signed by him or her and
delivered to any officer of the Trust or to a meeting of the Board of Trustees.
Such resignation shall be effective upon receipt unless specified to be
effective at some later time.
Section 2. TRUSTEE ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
which may be taken at any meeting of the Board of Trustees or any committee
thereof may be taken without a meeting if a consent or consents in writing
setting forth the action so taken is signed by the Trustees having not less than
the minimum number of votes that would be necessary to authorize or take that
action at a meeting at which all Trustees on the Board of Trustees or any
committee thereof, as the case may be, were present and voted. All such consents
shall be filed with the secretary of the Trust and shall be maintained in the
Trust's records.
Section 3. POWERS; OTHER BUSINESS INTERESTS; REQUIRED VOTE.
(a) POWERS. Subject to the provisions of this Declaration of Trust, the
business of the Trust (including every Series thereof) shall be managed by or
under the direction of the Board of Trustees, and such Board of Trustees shall
have all powers necessary or convenient to carry out that responsibility. The
Board of Trustees shall have full power and authority to do any and all acts and
to make and execute any and all contracts and instruments that it may consider
necessary or appropriate in connection with the administration of the Trust
(including every Series thereof). The Board of Trustees shall not be bound or
limited by present or future laws or customs with regard to investment by
trustees or fiduciaries, but shall have full authority and absolute power and
control over the assets and the business of the Trust (including every Series
thereof) to the same extent as if the Board of Trustees was the sole owner of
such assets and business in its own right, including such authority, power and
control to do all acts and things as it, in its sole discretion, shall deem
proper to accomplish the purposes of this Trust. Without limiting the foregoing,
the Board of Trustees may: (1) adopt, amend, restate and repeal By-Laws not
inconsistent with this Declaration of Trust and the By-Laws providing for the
regulation and management of the affairs of the Trust (including every Series
thereof); (2) fill vacancies in or remove from its number in accordance with
this Declaration of Trust and the By-Laws; (3) elect and remove such officers
and appoint and terminate such agents as it considers appropriate, in accordance
with this Declaration of Trust and the By-Laws; (4) appoint from its own number
and establish and terminate one or more committees consisting of two or more
Trustees which may exercise the powers and authority of the Board of Trustees to
the extent that the Board of Trustees determines, in accordance with this
Declaration of Trust and the By-Laws; (5) employ one or more custodians of the
Trust Property and may authorize such custodians to employ subcustodians and to
deposit all or any part of such Trust Property in a system or systems for the
central handling of securities or with a Federal Reserve Bank; (6) retain a
transfer agent, dividend disbursing agent, a shareholder servicing agent or
administrative services agent, or any portion or all of them; (7) provide for
the issuance and distribution of Shares directly or through one or more
Principal Underwriters or otherwise; (8) retain one or more Investment
Adviser(s); (9) redeem, repurchase and transfer Shares pursuant to applicable
law; (10) set record dates for the determination of Shareholders with respect to
various matters, in the manner provided in Article V, Section 4 of this
Declaration of Trust; (11) declare and pay dividends and distributions to
Shareholders from the Trust Property, in accordance with this Declaration of
Trust and the By-Laws; (12) establish and designate from time to time, in
accordance with the provisions of Article III, Section 6 hereof, any Series or
class thereof; and (13) in general delegate such authority as it considers
desirable to any officer 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, transfer,
dividend disbursing or shareholder servicing agent, Principal Underwriter or
Investment Adviser, in accordance with this Declaration of Trust and the
By-Laws. Any determination as to what is in the best interests of the Trust or
any Series (or class) thereof made by the Board of Trustees in good faith shall
be conclusive. In construing the provisions of this Declaration of Trust, the
presumption shall be in favor of a grant of power to the Board of Trustees.
(b) OTHER BUSINESS INTERESTS. The Trustees shall devote to the affairs of
the Trust (including every Series thereof) such time as may be necessary for the
proper performance of their duties hereunder, but neither the Trustees nor the
officers, directors, shareholders, partners or employees of the Trustees, shall
be expected to devote their full time to the performance of such duties. The
Trustees, or any Affiliate, shareholder, officer, director, partner or employee
thereof, or any Person owning a legal or beneficial interest therein, may engage
in, or possess an interest in, any business or venture other than the Trust or
any Series thereof, of any nature and description, independently or with or for
the account of others. None of the Trust, any Series thereof or any Shareholder
shall have the right to participate or share in such other business or venture
or any profit or compensation derived therefrom.
(c) REQUIRED VOTE. Unless otherwise specified herein or in the By-Laws or
required by law, the vote of not less than a majority of the Trustees present at
a meeting at which a quorum is present shall be the act of the Board of
Trustees, subject to Article III, Section 7 of the By-Laws.
Section 4. PAYMENT OF EXPENSES BY THE TRUST. The Board of Trustees is
authorized to pay or cause to be paid out of the principal or income of the
Trust or any particular Series or class, or partly out of the principal and
partly out of the income of the Trust or any particular Series or class, and to
charge or allocate the same to, between or among such one or more of the Series
or class that may be established or designated pursuant to Article III, Section
6, as it deems fair, all expenses, fees, charges, taxes and liabilities incurred
by or arising in connection with the maintenance or operation of the Trust or a
particular Series or class, or in connection with the management thereof,
including, but not limited to, the Trustees' compensation and such expenses,
fees, charges, taxes and liabilities for the services of the Trust's officers,
employees, Investment Adviser, Principal Underwriter, auditors, counsel,
custodian, sub-custodian (if any), transfer agent, dividend disbursing agent,
shareholder servicing agent, and such other agents or independent contractors
and such other expenses, fees, charges, taxes and liabilities as the Board of
Trustees may deem necessary or proper to incur.
Section 5. PAYMENT OF EXPENSES BY SHAREHOLDERS. The Board of Trustees shall
have the power, as frequently as it may determine, to cause each Shareholder of
the Trust, or each Shareholder of any particular Series, to pay directly, in
advance or arrears, for charges of the Trust's custodian or transfer, dividend
disbursing, shareholder servicing or similar agent, an amount fixed from time to
time by the Board of Trustees, by setting off such charges due from such
Shareholder from declared but unpaid dividends or distributions owed such
Shareholder and/or by reducing the number of Shares in the account of such
Shareholder by that number of full and/or fractional Shares which represents the
outstanding amount of such charges due from such Shareholder.
Section 6. OWNERSHIP OF TRUST PROPERTY. Legal title to all of the Trust
Property shall at all times be considered to be vested in the Trust, except that
the Board of Trustees shall have the power to cause legal title to any Trust
Property to be held by or in the name of any Person as nominee, on such terms as
the Board of Trustees may determine, in accordance with applicable law.
Section 7. SERVICE CONTRACTS
(a) Subject to such requirements and restrictions as may be set forth in
this Declaration of Trust, the By-Laws and/or the 1940 Act, the Board of
Trustees may, at any time and from time to time, contract for exclusive or
nonexclusive advisory, management and/or administrative services for the Trust
or for any Series thereof with any corporation, trust, association or other
organization, including any Affiliate; and any such contract may contain such
other terms as the Board of Trustees may determine, including without
limitation, delegation of authority to the Investment Adviser or administrator
to determine from time to time without prior consultation with the Board of
Trustees what securities and other instruments or property shall be purchased or
otherwise acquired, owned, held, invested or reinvested in, sold, exchanged,
transferred, mortgaged, pledged, assigned, negotiated, or otherwise dealt with
or disposed of, and what portion, if any, of the Trust Property shall be held
uninvested and to make changes in the Trust's or a particular Series'
investments, or such other activities as may specifically be delegated to such
party.
(b) The Board of Trustees may also, at any time and from time to time,
contract with any corporation, trust, association or other organization,
including any Affiliate, appointing it or them as the exclusive or nonexclusive
placement agent, distributor or Principal Underwriter for the Shares of the
Trust or one or more of the Series or classes thereof or for other securities to
be issued by the Trust, or appointing it or them to act as the custodian,
transfer agent, dividend disbursing agent and/or shareholder servicing agent for
the Trust or one or more of the Series or classes thereof.
(c) The Board of Trustees is further empowered, at any time and from time
to time, to contract with any Persons to provide such other services to the
Trust or one or more of its Series, as the Board of Trustees determines to be in
the best interests of the Trust or one or more of its Series.
(d) None of the following facts or circumstances shall affect the validity
of any of the following contracts or disqualify any Shareholder, Trustee,
employee or officer of the Trust from voting upon or executing the same, or
create any liability or accountability to the Trust, any Series thereof or the
Shareholders, provided that the establishment of and performance of each such
contract is permissible under the provisions of the 1940 Act:
(i) the fact that any of the Shareholders, Trustees, employees or
officers of the Trust is a shareholder, director, officer, partner,
trustee, employee, manager, Adviser, placement agent, Principal
Underwriter, distributor, or Affiliate or agent of or for any corporation,
trust, association, or other organization, or for any parent or Affiliate
of any organization with which an Adviser's, management or administration
contract, or placement agent's or Principal Underwriter's or distributor's
contract, or custodian, transfer, dividend disbursing, shareholder
servicing or other type of service 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
(ii) the fact that any corporation, trust, association or other
organization with which an Adviser's, management or administration contract
or placement agent's or Principal Underwriter's or distributor's contract,
or custodian, transfer, dividend disbursing, shareholder servicing or other
type of service contract may have been or may hereafter be made also has an
Adviser's, management or administration contract, or placement agent's or
Principal Underwriter's or distributor's contract, or custodian, transfer,
dividend disbursing, shareholder servicing or other service contract with
one or more other corporations, trusts, associations, or other
organizations, or has other business or interests.
(e) Every contract referred to in this Section 7 shall comply with such
requirements and restrictions as may be set forth in this Declaration of Trust,
the By-Laws and the 1940 Act and as may be stipulated by resolution of the Board
of Trustees; and any such contract may contain such other terms as the Board of
Trustees may determine.
ARTICLE V.
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. VOTING POWERS. Subject to the provisions of Article III, Section
6(d) hereof, the Shareholders shall have power to vote only (i) for the election
of Trustees, including the filling of any vacancies in the Board of Trustees, as
set forth in Article IV, Section 1 hereof and the By-Laws; (ii) for the removal
of a Trustee, but only to the extent provided by the 1940 Act; (iii) on such
additional matters relating to the Trust or any Series (or class) thereof as may
be required by this Declaration of Trust, the By-Laws, the 1940 Act and any
registration statement of the Trust filed with the Commission; and (iv) on such
other matters as the Board of Trustees may consider necessary or desirable.
Subject to Article III hereof, the Shareholder of record (as of the record date
established pursuant to Section 4 of this Article V) of each Share shall be
entitled to one vote for each full Share, and a fractional vote for each
fractional Share. Shareholders shall not be entitled to cumulative voting in the
election of Trustees or on any other matter.
Section 2. QUORUM AND REQUIRED VOTE. Except when a larger quorum is
required by applicable law, by the By-Laws or by this Declaration of Trust,
forty percent (40%) of the Shares present in person or represented by proxy and
entitled to vote shall constitute a quorum at a Shareholders' meeting. When a
separate vote by one or more Series or classes is required, forty percent (40%)
of the Shares of each such Series or class present in person or represented by
proxy and entitled to vote shall constitute a quorum at the Shareholders'
meeting of such Series or class. Abstentions and broker non-votes will be
included for purposes of determining whether a quorum is present. Subject to any
provision of this Declaration of Trust, the By-Laws or applicable law that
requires a different vote: (1) in all matters other than the election of
Trustees, the affirmative vote of not less than a majority of the votes cast of
the Shares entitled to vote, present in person or represented by proxy at a
Shareholders' meeting at which a quorum is present shall be the act of the
Shareholders; and (2) Trustees shall be elected by not less than a plurality of
the votes cast of the Shares entitled to vote, present in person or represented
by proxy at a Shareholders' meeting at which a quorum is present. Pursuant to
Article III, Section 6(d), where a separate vote by Series and, if applicable,
by classes is required, the preceding sentence shall apply to such separate
votes by Series and classes.
Abstentions and broker non-votes will be treated as votes present at a
Shareholders' meeting, but will not be treated as votes cast. Abstentions and
broker non-votes, therefore, will have no effect on proposals which require a
plurality or majority of votes cast for approval, but will have the same effect
as a vote "against" on proposals requiring a majority of outstanding voting
securities for approval.
Section 3. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING Any
action which may be taken at any meeting of Shareholders may be taken without a
meeting and without prior notice if a consent or consents in writing setting
forth the action so taken is signed by the holders of Shares having not less
than the minimum number of votes that would be necessary to authorize or take
that action at a meeting at which all Shares entitled to vote on that action
were present and voted. All such consents shall be filed with the secretary of
the Trust and shall be maintained in the Trust's records. Any Shareholder giving
a written consent or the Shareholder's proxyholder or a personal representative
of the Shareholder or its respective proxyholder may revoke the consent by a
writing received by the secretary of the Trust before written consents of the
number of Shares required to authorize the proposed action have been filed with
the secretary.
If the consents of all Shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
Shareholders shall not have been received, the secretary shall give prompt
notice of the action taken without a meeting to such Shareholders. This notice
shall be given in the manner specified in the By-Laws.
Section 4. RECORD DATES. For purposes of determining the Shareholders
entitled to notice of, or vote at, any meeting, the Board of Trustees may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Trustees, and which
record date shall not be more than one hundred and twenty (180) days nor less
than seven (7) days before the date of any such meeting. For purposes of
determining the Shareholders entitled to give consent to action without a
meeting, the Board of Trustees may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Trustees, and which record date shall not be more than thirty
(30) days after the date upon which the resolution fixing the record date is
adopted by the Board of Trustees.
If the Board of Trustees does not so fix a record date:
(a) The record date for determining Shareholders entitled to notice of, or
to vote at, a meeting of Shareholders shall be at the close of business on the
day next preceding the day on which notice is given or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.
(b) The record date for determining Shareholders entitled to give consent
to action in writing without a meeting, (i) when no prior action by the Board of
Trustees has been taken, shall be the day on which the first signed written
consent setting forth the action taken is delivered to the Trust, or (ii) when
prior action of the Board of Trustees has been taken, shall be at the close of
business on the day on which the Board of Trustees adopts the resolution taking
such prior action.
For the purpose of determining the Shareholders of the Trust or any Series
or class thereof who are entitled to receive payment of any dividend or of any
other distribution, the Board of Trustees may from time to time fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall not be more than
sixty (60) days before the date for the payment of such dividend or such other
distribution. Nothing in this Section shall be construed as precluding the Board
of Trustees from setting different record dates for different Series or classes.
Section 5. ADDITIONAL PROVISIONS. The By-Laws may include further
provisions for Shareholders' votes, meetings and related matters.
ARTICLE VI.
NET ASSET VALUE, DISTRIBUTIONS AND REDEMPTIONS
Section 1. DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS.
Subject to Article III, Section 6 hereof, the Board of Trustees shall have the
power to fix an initial offering price for the Shares of the Trust or any Series
or class thereof, respectively, that shall yield to the Trust or such Series or
class not less than the net asset value thereof, at which price the Shares of
the Trust or such Series or class, respectively, shall be offered initially for
sale, and to determine from time to time thereafter the offering price which
shall yield to the Trust or such Series or class, respectively, not less than
the net asset value thereof from sales of the Shares of the Trust or such Series
or class; PROVIDED, HOWEVER, that no Shares of the Trust or a Series or class
thereof shall be issued or sold for consideration which shall yield to the Trust
or such Series or class, respectively, less than the net asset value thereof
next determined after the receipt of the order, except in the case of Shares of
the Trust or such Series or class issued in payment of a dividend properly
declared and payable.
Subject to Article III, Section 6 hereof, the Board of Trustees, in its
absolute discretion, may prescribe and shall set forth in the By-laws, this
Declaration of Trust or in a resolution of the Board of Trustees such bases and
time for determining the net asset value per Share, or net asset value of the
Shares, of the Trust or any Series or class thereof or net income attributable
to the Shares of the Trust or any Series or class thereof, or the declaration
and payment of dividends and distributions on the Shares of the Trust or any
Series or class thereof, as it may deem necessary or desirable.
Section 2. REDEMPTIONS AT THE OPTION OF A SHAREHOLDER. Unless otherwise
provided in the prospectus of the Trust relating to the Shares, as such
prospectus may be amended from time to time ("Prospectus"):
(a) The Trust shall purchase such Shares as are offered by any Shareholder
for redemption, upon the presentation of a proper instrument of transfer
together with a request directed to the Trust or a Person designated by the
Trust that the Trust purchase such Shares or in accordance with such other
procedures for redemption as the Board of Trustees may from time to time
authorize; and the Trust shall pay therefore the net asset value thereof, in
accordance with this Declaration of Trust, the By-Laws, the 1940 Act and other
applicable law. Payment for said Shares shall be made by the Trust to the
Shareholder within seven days after the date on which the request is received in
proper form. The obligation set forth in this Section 2 is subject to the
provision that in the event that any time the New York Stock Exchange (the
"Exchange") is closed for other than weekends or holidays, or if permitted by
the rules of the Commission during periods when trading on the Exchange is
restricted or during any National Financial Emergency which makes it
impracticable for the Trust to dispose of the investments of the Trust or the
applicable Series or to determine fairly the value of the net assets held with
respect to the Trust or such Series or during any other period permitted by
order of the Commission for the protection of investors, such obligations may be
suspended or postponed by the Board of Trustees. If certificates have been
issued to a Shareholder, any such request by such Shareholder must be
accompanied by surrender of any outstanding certificate or certificates for such
Shares in form for transfer, together with such proof of the authenticity of
signatures as may reasonably be required on such Shares and accompanied by
proper stock transfer stamps, if applicable.
(b) Payments for Shares so redeemed by the Trust shall be made in cash,
except payment for such Shares may, at the option of the Board of Trustees, or
such officer or officers as it may duly authorize in its complete discretion, be
made in kind or partially in cash and partially in kind. In case of any payment
in kind, the Board of Trustees, or its authorized officers, shall have absolute
discretion as to what security or securities of the Trust or the applicable
Series shall be distributed in kind and the amount of the same; and the
securities shall be valued for purposes of distribution at the value at which
they were appraised in computing the then current net asset value of the Shares,
provided that any Shareholder who cannot legally acquire securities so
distributed in kind by reason of the prohibitions of the 1940 Act or the
provisions of the Employee Retirement Income Security Act of 1974, as amended,
or any other applicable law, shall receive cash. Shareholders shall bear the
expenses of in-kind transactions, including, but not limited to, transfer agency
fees, custodian fees and costs of disposition of such securities.
(c) Payment for Shares so redeemed by the Trust shall be made by the Trust
as provided above within seven days after the date on which the redemption
request is received in good order; provided, however, that if payment shall be
made other than exclusively in cash, any securities to be delivered as part of
such payment shall be delivered as promptly as any necessary transfers of such
securities on the books of the several corporations whose securities are to be
delivered practicably can be made, which may not necessarily occur within such
seven-day period. Moreover, redemptions may be suspended in the event of a
National Financial Emergency. In no case shall the Trust be liable for any delay
of any corporation or other Person in transferring securities selected for
delivery as all or part of any payment in kind.
(d) The right of Shareholders to receive dividends or other distributions
on Shares of any class may be set forth in a plan adopted by the Board of
Trustees and amended from time to time pursuant to the 0000 Xxx. The right of
any Shareholder of the Trust or any Series or CLASS thereof to receive dividends
or other distributions on Shares redeemed and all other rights of such
Shareholder with respect to the Shares so redeemed, except the right of such
Shareholder to receive payment for such Shares, shall cease at the time the
purchase price of such Shares shall have been fixed, as provided above.
Section 3. REDEMPTIONS AT THE OPTION OF THE TRUST. The Board of Trustees
may, from time to time, without the vote of the Shareholders, but subject to the
1940 Act, redeem Shares or authorize the closing of any Shareholder account,
subject to such conditions as may be established by the Board of Trustees.
ARTICLE VII.
LIMITATION OF LIABILITY OF TRUSTEES,
OFFICERS, EMPLOYEES AND OTHER AGENTS
Section 1. LIMITATION OF LIABILITY
(a) For the purpose of this Article, "Agent" means any person who is or was
a Trustee, officer, employee or other agent of the Trust or is or was serving at
the request of the Trust as a trustee, director, officer, employee or other
agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise; "Proceeding" means any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative.
(b) An Agent shall be liable to the Trust and to any Shareholder solely for
such Agent's own willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Agent, and for nothing
else.
(c) To the fullest extent that limitations on the liability of Trustees and
officers are permitted by the DBTA, the officers and Trustees shall not be
responsible or liable in any event for any act or omission of: any Agent of the
Trust; any Investment Adviser, Principal Underwriter or placement agent of the
Trust; or with respect to each Trustee and officer, the act or omission of any
other Trustee or officer, respectively. Nothing herein contained shall limit the
liability of any Agent from or against any liability to the Trust or to any
Shareholder to which such Agent would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of its respective
duties to the Trust or the Shareholders.
(d) No Agent, when acting in its respective capacity as such, shall be
personally liable to any Person other than the Trust or a Shareholder for any
act, omission or obligation of the Trust or any Trustee thereof.
(e) The exercise by the Trustees and officers of their powers and
discretions hereunder shall be binding upon everyone interested. The officers
and Trustees may obtain the advice of counsel or other experts with respect to
the meaning and operation of this Declaration of Trust, the By-Laws and their
respective duties as officers or Trustees. No such officer or Trustee shall be
liable for any act or omission in accordance with such advice and no inference
concerning liability shall arise from a failure to follow such advice. The
officers and Trustees shall not be required to give any bond as such, nor any
surety if a bond is required.
(f) The limitation on liability contained in this Article applies to events
occurring at the time a Person serves as an Agent whether or not such Person is
an Agent at the time of any Proceeding in which liability is asserted.
Section 2. INSURANCE. To the fullest extent permitted by applicable law,
the Board of Trustees shall have the authority to purchase with Trust Property,
insurance for liability and for all expenses reasonably incurred or paid or
expected to be paid by an Agent in connection with any Proceeding in which such
Agent becomes involved by virtue of such Agent's capacity or former capacity
with the Trust, whether or not the Trust would have the power to indemnify such
Agent against such liability.
ARTICLE VIII.
MISCELLANEOUS
Section 1. DISSOLUTION OF TRUST OR SERIES. The Trust and each Series shall
have perpetual existence, except that the Trust (or a particular Series) shall
be dissolved upon:
(a) With respect to the Trust, the vote of not less than a majority of the
Shares of the Trust entitled to vote or by the Board of Trustees by written
notice to the Shareholders; or
(b) With respect to a particular Series, the vote of not less than a
majority of the Shares of that Series entitled to vote or by the Board of
Trustees by written notice to the Shareholders of that Series; or
(c) With respect to the Trust (or a particular Series), upon the occurrence
of a dissolution or termination event pursuant to any other provision of this
Declaration of Trust or the DBTA; or
(d) With respect to any Series, upon any event that causes the dissolution
of the Trust.
Upon dissolution of the Trust (or a particular Series, as the case may be),
the Trustees shall (in accordance with Section 3808 of the DBTA) pay or make
reasonable provision to pay all claims and obligations of the Trust and/or each
Series (or the particular Series, as the case may be), including all contingent,
conditional or unmatured claims and obligations known to the Trust, and all
claims and obligations which are known to the Trust but for which the identity
of the claimant is unknown. If there are sufficient assets held with respect to
the Trust and/or each Series of the Trust (or the particular Series, as the case
may be), such claims and obligations shall be paid in full and any such
provisions for payment shall be made in full. If there are insufficient assets
held with respect to the Trust and/or each Series of the Trust (or the
particular Series, as the case may be), such claims and obligations shall be
paid or provided for according to their priority and, among claims and
obligations of equal priority, ratably to the extent of assets available
therefor. Any remaining assets (including without limitation, cash, securities
or any combination thereof) held with respect to the Trust and/or each Series of
the Trust (or the particular Series, as the case may be) shall be distributed to
the Shareholders of the Trust and/or each Series (or the particular Series, as
the case may be), ratably according to the number of Shares of the Trust and/or
such Series thereof (or the particular Series, as the case may be), held by the
several Shareholders on the record date for such dissolution distribution;
provided however, that if the Shares of a Series are divided into classes
thereof, any remaining assets (including without limitation, cash, securities or
any combination thereof) held with respect to such Series shall be distributed
to each class of such Series according to the net asset value computed for such
class and within such particular class, shall be distributed ratably to the
Shareholders of such class according to the number of Shares of such class held
by the several Shareholders on the record date for such dissolution
distribution. Upon the winding up of the Trust in accordance with Section 3808
of the DBTA and its termination, not less than a majority of the Trustees shall
execute, and cause to be filed, a certificate of cancellation, with the Office
of the Secretary of State of the State of Delaware in accordance with the
provisions of Section 3810 of the DBTA.
Section 2. MERGER OR CONSOLIDATION; CONVERSION
(a) MERGER OR CONSOLIDATION. Pursuant to an agreement of merger or
consolidation, a majority of the Board of Trustees may cause the Trust to merge
or consolidate with or into one or more business trusts or "other business
entities" (as defined in Section 3801 of the DBTA) formed or organized or
existing under the laws of the State of Delaware or any other state or the
United States or any foreign country or other foreign jurisdiction. Any such
merger or consolidation shall not require the vote of the Shareholders affected
thereby, unless such vote is required by the 1940 Act, or unless such merger or
consolidation would result in an amendment of this Declaration of Trust which
would otherwise require the approval of such Shareholders; provided however,
that the Board of Trustees shall provide thirty (30) days' prior written notice
to the Shareholders of such merger or consolidation. Upon completion of the
merger or consolidation, if the Trust is the surviving or resulting business
trust, all of the Trustees shall execute, and cause to be filed, a certificate
of merger or consolidation in accordance with Section 3815 of the DBTA.
(b) CONVERSION. A majority of the Board of Trustees may, without
the vote of the Shareholders, but upon thirty (30) days' prior written notice to
the Shareholders, cause (i) the Trust to convert to a common-law trust, a
general partnership, limited partnership (including a registered limited
liability limited partnership) or a limited liability company organized, formed
or created under the laws of the State of Delaware as permitted pursuant to
Section 3821 of the DBTA; (ii) the Shares of the Trust or any Series to be
converted into beneficial interests in another business trust (or series
thereof) created pursuant to this Section 2 of this Article VIII, or (iii) the
Shares to be exchanged under or pursuant to any state or federal statute to the
extent permitted by law; PROVIDED, however, that if required by the 1940 Act, no
such statutory conversion, Share conversion or Share exchange shall be effective
unless the terms of such transaction shall first have been approved at a meeting
called for that purpose by the "vote of a majority of the outstanding voting
securities," as such phrase is defined in the 1940 Act, of the Trust or Series,
as applicable; PROVIDED, FURTHER, that in all respects not governed by statute
or applicable law, the Board of Trustees shall have the power to prescribe the
procedure necessary or appropriate to accomplish a sale of assets, merger or
consolidation including the power to create one or more separate business trusts
to which all or any part of the assets, liabilities, profits or losses of the
Trust may be transferred and to provide for the conversion of Shares of the
Trust or any Series into beneficial interests in such separate business trust or
trusts (or series thereof). When the conversion of the Trust under Subsection
(b)(i) of this Section 2 shall have become effective, all of the Trustees shall
execute, and cause to be filed, a certificate of cancellation, with the Office
of the Secretary of State of the State of Delaware in accordance with the
provisions of Section 3810 of the DBTA.
Section 3. REORGANIZATION. A majority of the Board of Trustees may, without
the vote of Shareholders, but upon thirty (30) days' prior written notice to the
Shareholders, cause the Trust to sell, convey and transfer all or substantially
all of the assets of the Trust, or all or substantially all of the assets
associated with any one or more Series, to another trust, business trust,
partnership, limited partnership, limited liability company, association or
corporation organized under the laws of any state, or to one or more separate
series thereof, or to the Trust to be held as assets associated with one or more
other Series of the Trust, in exchange for cash, shares or other securities
(including, without limitation, in the case of a transfer to another Series of
the Trust, Shares of such other Series) with such transfer either (a) being made
subject to, or with the assumption by the transferee of, the liabilities
associated with each Series the assets of which are so transferred, or (b) not
being made subject to, or not with the assumption of, such liabilities;
provided, however, that, if required by the 1940 Act, no assets of the Trust or
assets associated with any particular Series shall be so sold, conveyed and
transferred unless the terms of such transaction shall first have been approved
at a meeting called for that purpose by the "vote of a majority of the
outstanding voting securities," as such phrase is defined in the 1940 Act, of
the Trust or that Series, as applicable. Following such sale, conveyance and
transfer, the Board of Trustees shall distribute such cash, shares or other
securities (giving due effect to the assets and liabilities associated with and
any other differences among the various Series the assets associated with which
have so been sold, conveyed and transferred) ratably among the Shareholders of
the Trust or the Shareholders of the Series the assets associated with which
have been so sold, conveyed and transferred (giving due effect to the
differences among the various classes within each such Series); and if all of
the assets of the Trust have been so sold, conveyed and transferred, the Trust
shall be dissolved.
Section 4. MASTER-FEEDER STRUCTURE. The Trust may, at the discretion of the
Board of Trustees, as may be permitted by the 1940 Act, and upon the resolution
of a majority of the then Trustees, convert to a master-feeder structure ., in
which the feeder fund invests all of its assets into a master fund, rather than
making investments in securities directly. Existing Series of the Trust may
either become feeders into a master fund, or themselves become master funds into
which other funds may be feeders.
Section 5. AMENDMENTS. Subject to the provisions of Article III, Section 5
hereof, this Declaration of Trust may be restated and/or amended at any time by
an instrument in writing signed by not less than a majority of the Board of
Trustees and, if required by this Declaration of Trust or the 1940 Act, by
approval of such amendment by Shareholders in accordance with Article V hereof,
and Article III, Section 6(d) and (e) hereof. Any such restatement and/or
amendment hereto shall be effective immediately upon execution and approval or
upon such future date and time as may be stated therein. The Certificate of
Trust may be restated and/or amended by a similar procedure, and any such
restatement and/or amendment shall be effective immediately upon filing with the
Office of the Secretary of State of the State of Delaware or upon such future
date as may be stated therein.
The Board of Trustees may amend or repeal any provision of the By-Laws to
the extent that the By-Laws do not reserve that right to the Shareholders.
Section 6. FILING OF COPIES, REFERENCES, HEADINGS. The original or a copy
of this Declaration of Trust and of each restatement and/or amendment hereto
shall be kept at the principal executive office of the Trust where it may be
inspected during regular business hours by any Shareholder, or its duly
authorized representative, upon reasonable written demand to the Trust for any
purpose reasonably related to such Shareholder's interest as a Shareholder.
Anyone dealing with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such restatements and/or amendments have been
made and as to any matters in connection with the Trust hereunder; and, with the
same effect as if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or of any such restatements
and/or amendments. In this Declaration of Trust and in any such restatements
and/or amendments, references to this instrument, and all expressions of similar
effect to "herein," "hereof" and "hereunder," shall be deemed to refer to this
instrument as amended or affected by any such restatements and/or amendments.
Headings are placed herein for convenience of reference only and shall not be
taken as a part hereof or control or affect the meaning, construction or effect
of this instrument. Whenever the singular number is used herein, the same shall
include the plural; and the neuter, masculine and feminine genders shall include
each other, as applicable. This instrument may be executed in any number of
counterparts, each of which shall be deemed an original.
Section 7. APPLICABLE LAW. This Declaration of Trust (including the By-Laws
incorporated herein by reference) is created under and is to be governed by and
construed and administered according to the laws of the State of Delaware and
the applicable provisions of the 1940 Act and the Code. The Trust shall be a
Delaware business trust pursuant to the DBTA, and without limiting the
provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a business trust.
Section 8. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS
(a) The provisions of this Declaration of Trust (including the By-Laws
incorporated herein by reference) are severable, and if the Board of Trustees
shall determine, with the advice of counsel, that any of such provisions is in
conflict with the 1940 Act, the Code, the DBTA, or with other applicable laws
and regulations, the conflicting provision shall be deemed not to have
constituted a part of this Declaration of Trust (or the By-Laws) from the time
when such provisions became inconsistent with such laws or regulations;
provided, however, that such determination shall not affect any of the remaining
provisions of this Declaration of Trust (or the By-Laws) or render invalid or
improper any action taken or omitted prior to such determination.
(b) If any provision of this Declaration of Trust (or the By-Laws) shall be
held invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such jurisdiction and
shall not in any manner affect such provision in any other jurisdiction or any
other provision of this Declaration of Trust (or the By-Laws) in any
jurisdiction.
Section 9. BUSINESS TRUST ONLY. It is the intention of the Trustees to
create a business trust pursuant to the DBTA, and thereby to create the
relationship of trustee and beneficial owners within the meaning of the DBTA
between the Trustees and each Shareholder. It is not the intention of the
Trustees to create a general or limited partnership, limited liability company,
joint stock association, corporation, bailment, or any form of legal
relationship other than a business trust pursuant to the DBTA. Nothing in this
Declaration of Trust shall be construed to make the Shareholders, either by
themselves or with the Trustees, partners or members of a joint stock
association.
Section 10. USE OF THE NAME "TEMPLETON". The name "Templeton" and all
rights to the use of the name "Templeton" belongs to Xxxxxxxxx Investment
Counsel, LLC or an affiliate of Xxxxxxxxx Investment Counsel, LLC ("Templeton").
Templeton has consented to the use by the Trust of the identifying word
"Templeton" and has granted to the Trust a nonexclusive license to use the name
"Xxxxxxxxx" as part of the name of the Trust and the name of any Series of
Shares. In the event Xxxxxxxxx or an affiliate of Xxxxxxxxx is not appointed as
Manager and/or Principal Underwriter or ceases to be the Manager and/or
Principal Underwriter of the Trust or of any Series using such names, the
non-exclusive license granted herein may be revoked by Xxxxxxxxx and the Trust
shall cease using the name "Xxxxxxxxx" as part of its name or the name of any
Series of Shares, unless otherwise consented to by Xxxxxxxxx or any successor to
its interests in such names.
IN WITNESS WHEREOF, the Trustees named below do hereby make and enter into this
Declaration of Trust on the 4th day of December, 2001.
/s/XXXXXX X. XXXXXX /s/XXXXXXX X. XXXXXXX
------------------------------ ------------------------------
Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
000 Xxxxxxxxx Xxxxx Xxxx One Franklin Parkway
Greenwich, Connecticut 06830 San Mateo, California
/s/XXXXXXXX X. XXXXX /s/XXXXXXX X. XXXXXXX
------------------------------ ------------------------------
Xxxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx
00 Xxxxx Xxxxxxxxxx Xxxxxx One Franklin Parkway
Easton, Maryland 21601 San Mateo, California
/s/XXXXX X. XXXXXXXX /s/XXXXX X. XXXXXXX
------------------------------ ------------------------------
Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx
P.O. Box N-3238, Xxxxxx Xxx 2201 Kentmere Parkway
Nassau, Bahamas Xxxxxxxxxx, Xxxxxxxx 00000
/s/S. XXXXXX XXXXXXXXX /s/XXXXXX X. XXXXXXX
------------------------------ ------------------------------
S. Xxxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx
Park Avenue at Xxxxxx County, 0000 Xxxxxxx Xxxx Xxxx
X.X. Xxx 0000 Xxxxxxxx, Xxxxxxxx 00000
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000
/s/XXXXXX X. XXXXX, XX. /s/XXXX X. XXXXXXXX
------------------------------ ------------------------------
Xxxxxx X. Xxxxx, Xx. Xxxx X. Xxxxxxxx
One Progress Plaza, Suite 290 0000 XX 00xx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000 Xxxx Xxxxxxxxxx, Xxxxxxx 00000
/s/XXXXX X. HOLIDAY /s/XXXXXXXXXXX X. XXXXXXXXXXXXX
------------------------------ ------------------------------
Xxxxx X. Holiday Xxxxxxxxxxx X. Xxxxxxxxxxxxx
0000 00xx Xxxxxx, XX X.X. Xxx X-0000, Xxxxxx Xxx
Xxxxxxxxxx, XX 00000 Nassau, Bahamas
