EXHIBIT 1(a)
JANUS INVESTMENT FUND
AGREEMENT AND DECLARATION OF TRUST
_________________________________________
Dated: February 11, 1986
JANUS INVESTMENT FUND
AGREEMENT AND DECLARATION OF TRUST
TABLE OF CONTENTS
Page
RECITALS ......................................................................1
ARTICLE I THE TRUST ...................................................... 2
Section 1.1 Name .......................................................... . 2
Section 1.2 Location ........................................................ 2
Section 1.3 Nature of Trust ................................................. 2
Section 1.4 Definitions ......................................................3
Section 1.5 Real Property to be Converted into
Personal Property ................................................7
ARTICLE II PURPOSE OF THE TRUST ..............................................8
ARTICLE III POWERS OF THE TRUSTEES ............................................8
Section 3.1 Powers in General ................................................8
(a) Investments ..................................................9
(b) Dispositions of Assets .......................................9
(c) Ownership Powers .............................................9
(d) Form of Holding .............................................10
(e) Reorganization, etc .........................................10
(f) Voting Trusts, etc ..........................................10
(g) Contracts, etc ..............................................10
(h) Guarantees, etc .............................................11
(i) Partnerships, etc ...........................................11
(j) Insurance ...................................................11
(k) Pensions, etc ...............................................11
(l) Power of Collection and Litigation ..........................11
(m) Issuance and Repurchase of Shares ...........................12
(n) Offices .....................................................12
(o) Expenses ....................................................12
(p) Agents, etc .................................................12
(q) Accounts ....................................................12
(r) Valuation ...................................................12
(s) Indemnification .............................................13
(t) General .....................................................13
Section 3.2 Borrowings; Financings; Issuance of
Securities ......................................................13
Section 3.3 Deposits ........................................................13
Section 3.4 Allocations .....................................................14
Section 3.5 Further Powers; Limitations .....................................14
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ARTICLE IV TRUSTEES AND OFFICERS ...........................................15
Section 4.1 Number, Designation, Election, Term, etc ........................15
(a) Initial Trustee ............................................15
(b) Number .....................................................15
(c) Election and Term ..........................................15
(d) Resignation and Retirement .................................16
(e) Removal ....................................................16
(f) Vacancies ..................................................16
(g) Acceptance of Trusts .......................................16
(h) Effect of Death, Resignation, etc ..........................17
(i) Conveyance .................................................17
(j) No Accounting ..............................................17
(k) Filings ....................................................17
Section 4.2 Trustees' Meetings; Participation by
Telephone, etc ..................................................18
Section 4.3 Committees; Delegation ..........................................18
Section 4.4 Advisory Trustees ...............................................18
Section 4.5 Officers ........................................................19
Section 4.6 Compensation of Trustees and Officers ...........................19
Section 4.7 Ownership of Shares and Securities of the
Trust ...........................................................19
Section 4.8 Right of Trustees and Officers to Own
Property or to Engage in Business; Authority
of Trustees to Permit Others to Do Likewise .....................20
Section 4.9 Reliance on Experts............................................ .20
Section 4.10 Surety Bonds ....................................................20
Section 4.11 Apparent Authority of Trustees and
Officers ........................................................21
Section 4.12 Other Relationships Not Prohibited ..............................21
Section 4.13 Payment of Trust Expenses .......................................22
Section 4.14 Ownership of the Trust Property .................................22
ARTICLE V DELEGATION OF MANAGERIAL RESPONSIBILITIES .......................22
Section 5.1 Appointment; Action by Less than All
Trustees ........................................................22
Section 5.2 Certain Contracts ...............................................23
(a) Advisory ....................................................23
(b) Administration ..............................................24
(c) Distribution ................................................24
(d) Custodian ...................................................24
(e) Transfer and Dividend Disbursing Agency .....................24
(f) Shareholder Servicing .......................................25
(g) Accounting ...............................................25
ARTICLE VI FUNDS AND SHARES ................................................25
Section 6.1 Description of Funds and Shares .................................25
(a) Shares; Funds; Series of Shares ............................25
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(b) Establishment, etc. of Funds;
Authorization of Shares ...................................26
(c) Character of Separate Funds and Shares
Thereof ...................................................26
(d) Consideration for Shares ..................................27
Section 6.2 Establishment and Designation of the Janus
Fund; General Provisions for All Funds ........................27
(a) Assets Belonging to Funds ..................................27
(b) Liabilities of Funds .......................................28
(c) Dividends ..................................................28
(d) Liquidation ................................................29
(e) Voting .....................................................29
(f) Redemption by Shareholder ..................................29
(g) Redemption at the Option of the Trust ......................30
(h) Net Asset Value ............................................30
(i) Transfer ...................................................31
(j) Equality ...................................................31
(k) Rights of Fractional Shares ................................31
(l) Conversion Rights ..........................................31
Section 6.3 Ownership of Shares ............................................31
Section 6.4 Investments in the Trust .......................................32
Section 6.5 No Preemptive Rights ...........................................32
Section 6.6 Status of Shares ...............................................32
ARTICLE VII SHAREHOLDERS' VOTING POWERS AND MEETINGS .......................33
Section 7.1 Voting Powers ..................................................33
Section 7.2 Number of Votes and Manner of Voting; Proxies ..................33
Section 7.3 Meetings .......................................................34
Section 7.4 Record Dates ...................................................34
Section 7.5 Quorum and Required Vote .......................................35
Section 7.6 Action by Written Consent ......................................35
Section 7.7 Inspection of Records ..........................................35
Section 7.8 Additional Provisions ..........................................35
ARTICLE VIII LIMITATION OF LIABILITY; INDEMNIFICATION .......................35
Section 8.1 Trustees, Shareholders, etc. Not Personally
Liable; Notice ................................................36
Section 8.2 Trustees' Good Faith Action; Expert Advice;
No Bond or Surety ..............................................36
Section 8.3 Indemnification of Shareholders ................................37
Section 8.4 Indemnification of Trustees, Officers, etc .....................37
Section 8.5 Compromise Payment .............................................38
Section 8.6 Indemnification Not Exclusive, etc .............................39
Section 8.7 Liability of Third Persons Dealing with
Trustees .......................................................39
ARTICLE IX DURATION; REORGANIZATION; AMENDMENTS ...........................39
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Section 9.1 Duration and Termination of Trust ..............................39
Section 9.2 Reorganization .................................................40
Section 9.3 Amendments; etc ................................................40
Section 9.4 Filing of Copies of Declaration and
Amendments .....................................................41
ARTICLE X MISCELLANEOUS ..................................................42
Section 10.1 Governing Law ..................................................42
Section 10.2 Counterparts ...................................................42
Section 10.3 Reliance by Third Parties ......................................42
Section 10.4 References; Headings ...........................................42
Section 10.5 Provisions in Conflict with Law
or Regulations ................................................42
Section 10.6 Use of the Name "Janus" ........................................43
SIGNATURES ...................................................................43
ACKNOWLEDGEMENTS .............................................................44
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AGREEMENT AND DECLARATION OF TRUST
OF
JANUS INVESTMENT FUND
This AGREEMENT AND DECLARATION OF TRUST, made at Boston, Massachusetts,
this 11th day of February, 1986, by and between the Settlor and the Trustee
whose signature is set forth below (the "INITIAL TRUSTEE"),
W I T N E S S E T H T H A T:
WHEREAS, Xxxxx X. Xxxxx, an individual residing in Brookline, Massachusetts
(the "Settlor"), proposed to deliver to the Initial Trustee the sum of one
hundred dollars ($100.00) lawful money of the United States of America in trust
hereunder and to authorize the initial Trustee and all other Persons acting as
Trustees hereunder to employ such funds, and any other funds coming into their
hands or the hands of their successor or successors as such Trustees, to carry
on the business of an investment company, and as such of buying, selling,
investing in or otherwise dealing in and with stocks, bonds, debentures,
warrants, options, futures contracts and other securities and interests therein,
or calls or puts with respect to any of the same, or such other and further
investment media and other property as the Trustees may deem advisable, which
are not prohibited by law or the terms of this Declaration; and
WHEREAS, the Initial Trustee is willing to accept sum, together with any
and all additions thereto and the income or increments thereof, upon the terms,
conditions and trusts hereinafter set forth; and
WHEREAS, the assets held by the Trustees may be divided into separate
funds, each with its own separate investment portfolio, investment objectives,
policies and purposes, and that the beneficial interest in each such Fund shall
be divided into transferable Shares of Beneficial Interest, a separate Series of
Shares for each Fund, all in accordance with the provisions hereinafter set
forth; and
WHEREAS, it is desired that the trust established hereby (the "Trust") be
managed and operated as a trust with transferable shares under the laws of
Massachusetts, of the type commonly known as and referred to as a Massachusetts
business trust, in accordance with the provisions hereinafter set forth,
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NOW, THEREFORE, the Initial Trustee, for himself and his successors as
Trustees, hereby declares, and agrees with the Settlor, for himself and for all
Persons who shall hereafter become holders of Shares of Beneficial Interest of
the Trust, of any Series, that the Trustees will hold the sum delivered to them
upon the execution hereof, and all other and further cash, securities and other
property of every type and description which they may in any way acquire in
their capacity as such Trustees, together with the income therefrom and the
proceeds thereof, IN TRUST NEVERTHELESS, to manage and dispose of the same for
the benefit of the holders from time to time of the Shares of Beneficial
Interest of the several Series being issued and to be issued hereunder and in
the manner and subject to the provisions hereof, to wit:
ARTICLE I
THE TRUST
Section 1.1 NAME. The name of the Trust shall be
"JANUS INVESTMENT FUND,"
and so far as may be practicable the Trustees shall conduct the Trust's
activities, execute all documents and xxx or be sued under that name, which name
(and the word "TRUST" wherever used in this Agreement and Declaration of Trust,
except where the context otherwise requires) shall refer to the Trustees in
their capacity as Trustees, or to the holders of the Shares of Beneficial
Interest of the Trust, of any Series. If the Trustees determine that the use of
such name is not practicable, legal or convenient at any time or in any
jurisdiction, or if the Trust is required to discontinue the use of such name
pursuant to Section 10.5 hereof, then subject to that Section, the Trustees may
use such other designation, or they may adopt such other name for the Trust as
they deem proper, and the Trust may hold property and conduct its activities
under such designation or name.
Section 1.2 LOCATION. The Trust shall have an office in Boston,
Massachusetts, unless changed by the Trustees to another location in
Massachusetts or elsewhere, but such office need not be the sole or principal
office of the Trust. The Trust may have such other offices or places of business
as the Trustees may from time to time determine to be necessary or expedient.
Section 1.3 NATURE OF TRUST. The Trust shall be a trust with transferable
shares under the laws of the Commonwealth of Massachusetts, of the type referred
to in Section 1 of Chapter 182 of the Massachusetts General Laws and commonly
termed a Massachusetts business trust. The Trust is not intended to be, shall
not be deemed to be, and shall not be treated as, a general partnership, limited
partnership, joint venture,
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corporation or joint stock company. The Shareholders shall be beneficiaries, and
their relationship to the Trustees shall be solely in that capacity in
accordance with the rights conferred upon them hereunder.
Section 1.4 DEFINITIONS. As used in this Agreement and Declaration of
Trust, the following terms shall have the meanings set forth below unless the
context thereof otherwise requires:
"ACCOUNTING AGENT" shall have the meaning designated in Section 5.2(g)
hereof.
"ADMINISTRATOR" shall have the meaning designated in Section 5.2(b) hereof.
"AFFILIATED PERSON" shall have the meaning assigned to it in the 1940 Act
"BYLAWS" shall mean the Bylaws of the Trust, as amended from time to time
"CERTIFICATE OF DESIGNATION" shall have the meaning designated in Section
6.1 hereof.
"CERTIFICATE OF TERMINATION" shall have the meaning designated in Section
6.1 hereof.
"COMMISSION" shall have the same meaning as in the 1940 Act.
"CONTRACTING PARTY" shall have the meaning designated in the preamble to
Section 5.2 hereof.
"COVERED PERSON" shall have the meaning designated in Section 8.4 hereof.
"CUSTODIAN" shall have the meaning designated in Section 5.2(d) hereof.
"DECLARATION" and "DECLARATION OF TRUST" shall mean this Agreement and
Declaration of Trust and all amendments or modifications thereof as from time to
time in effect. References in this Agreement and Declaration of Trust to
"HEREOF," "HEREIN" and "HEREUNDER" shall be deemed to refer to the Declaration
of Trust generally, and shall not be limited to the particular text, Article or
Section in which such words appear.
"DISABLING CONDUCT" shall have the meaning designated in Section 8.4
hereof.
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"DISTRIBUTOR" shall have the meaning designated in Section 5.2(c) hereof.
"DIVIDEND DISBURSING AGENT" shall have the meaning designated in Section
5.2(e) hereof.
"FUND" or "FUNDS" shall mean one or more of the separate components of the
assets of the Trust which are now or hereafter established and designated under
or in accordance with the provisions of Article VI hereof.
"FUND ASSETS" shall have the meaning defined in Section 6.2(a) hereof.
"GENERAL ITEMS" shall have the meaning defined in Section 6.2(a) hereof.
"INITIAL TRUSTEE" shall have the meaning defined in the preamble hereto.
"INVESTMENT ADVISER" shall have the meaning stated in Section 5.2(a)
hereof.
"MAJORITY OF THE TRUSTEES" shall mean a majority of the Trustees in office
at the time in question. At any time at which there shall be only one (1)
Trustee in office, such term shall mean such Trustee.
"MAJORITY SHAREHOLDER VOTE," as used with respect to the election of any
Trustee at a meeting of Shareholders, shall mean the vote for the election of
such Trustee of a plurality of all outstanding Shares of the Trust, without
regard to Series, represented in person or by proxy and entitled to vote
thereon, provided that a quorum (as determined in accordance with the Bylaws) is
present, and as used with respect to any other action required or permitted to
be taken by Shareholders, shall mean the vote for such action of the holders of
that majority of all outstanding Shares (or, where a separate vote of Shares of
any particular Series is to be taken, the affirmative vote of that majority of
the outstanding Shares of that Series) of the Trust which consists of: (i) a
majority of all Shares (or of Shares of the particular Series) represented in
person or by proxy and entitled to vote on such action at the meeting of
Shareholders at which such action is to be taken, provided that a quorum (as
determined in accordance with the Bylaws) is present; or (ii) if such action is
to be taken by written consent of Shareholders, a majority of all Shares (or of
Shares of the particular Series) issued and outstanding and entitled to vote on
such action; PROVIDED, that (iii) as used with respect to any action requiring
the affirmative vote of "a majority of the outstanding voting securities," as
the quoted phrase is defined
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in the 1940 Act, of the Trust or of any Fund, "Majority Shareholder Vote" means
the vote for such action at a meeting of Shareholders of the smallest majority
of all outstanding Shares of the Trust (or of Shares of the particular Fund)
entitled to vote on such action which satisfies such 1940 Act voting
requirement.
"1940 ACT" shall mean the provisions of the Investment Company Act of 1940
and the rules and regulations thereunder, both as amended from time to time, and
any order or orders thereunder which may from time to time be applicable to the
Trust.
"PERSON" shall mean and include individuals, as well as corporations,
limited partnerships, general partnerships, joint stock companies, joint
venture, associations, banks, trust companies, land trusts, business trusts or
other organizations established under the laws of any jurisdiction, whether or
not considered to be legal entities, and governments and agencies and political
subdivisions thereof.
"PRINCIPAL UNDERWRITER" shall have the meaning designated in Section 5.2(c)
hereof.
"PROSPECTUS," as used with respect to any Fund or Series of Shares, shall
mean the prospectus relating to such Fund or Series which constitutes part of
the currently effective Registration Statement of the Trust under the Securities
Act of 1933, as such prospectus may be amended or supplemented from time to
time.
"SECURITIES" shall mean any and all bills, notes, bonds, debentures or
other obligations or evidences of indebtedness, certificates of deposit,
bankers' acceptances, commercial paper, repurchase agreements or other money
market instruments; stocks, shares or other equity ownership interests; and
warrants, options, futures contracts or other instruments representing rights to
subscribe for, purchase, receive or otherwise acquire or to sell, transfer,
assign or otherwise dispose of, and scrip, certificates, receipts or other
instruments evidencing any ownership rights or interests in, any of the
foregoing and "when issued" and "delayed delivery " contracts for securities,
issued, guaranteed or sponsored by any governments, political subdivisions or
governmental authorities, agencies or instrumentalities, by any individuals,
firms, companies, corporations, syndicates, associations or trusts, or by any
other organizations or entities whatsoever, irrespective of their forms or the
names by which they may be described, whether or not they be organized and
operated for profit, and whether they be domestic or foreign with respect to The
Commonwealth of Massachusetts or the United States of America.
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"SECURITIES OF THE TRUST" shall mean any Securities issued by the Trust.
"SERIES" shall mean one or more of the series of Shares authorized by the
Trustees to represent the beneficial interest in one or more of the Funds.
"SETTLOR" shall have the meaning stated in the first "Whereas" clause set
forth above.
"SHAREHOLDER" shall mean as of any particular time any Person shown of
record at such time on the books of the Trust as a holder of outstanding Shares
of any Series, and shall include a pledgee into whose name any such Shares are
transferred in pledge.
"SHAREHOLDER SERVICING AGENT" shall have the meaning designated in Section
5.2(f) hereof.
"SHARES" shall mean the transferable units into which the beneficial
interest in the Trust and each Fund of the Trust (as the context may require)
shall be divided from time to time, and includes fractions of Shares as well as
whole Shares. All references herein to "Shares" which are not accompanied by a
reference to any particular Series or Fund shall be deemed to apply to
outstanding Shares without regard to Series.
"SINGLE CLASS VOTING," as used with respect to any matter to be acted upon
at a meeting or by written consent of Shareholders, shall mean a style of voting
in which each holder of one or more Shares shall be entitled to one vote on the
matter in question for each Share standing in his name on the records of the
Trust, irrespective of Series, and all outstanding Shares of all Series vote as
a single class.
"STATEMENT OF ADDITIONAL INFORMATION," as used with respect to any Fund or
Series of Shares, shall mean the statement of additional information relating to
such Fund or Series, which constitutes part of the currently effective
Registration Statement of the Trust under the Securities Act of 1933, as such
statement of additional information may be amended or supplemented from time to
time.
"TRANSFER AGENT" shall have the meaning defined in Section 5.2(e) hereof.
"TRUST" shall have the meaning stated in the fourth "Whereas" clause set
forth above.
"TRUST PROPERTY" shall mean, as of any particular time, any and all
property which shall have been transferred,
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conveyed or paid to the Trust or the Trustees, and all interest, dividends,
income, earnings, profits and gains therefrom, and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation thereof, and any
funds or payments derived from any reinvestment of such proceeds in whatever
from the same may be, and which at such time is owned or held by, or for the
account of, the Trust or the Trustees, without regard to the Fund to which such
property is allocated.
"TRUSTEES" shall mean, collectively, the Initial Trustee, so long as he
shall continue in office, and all other individuals who at the time in question
have been duly elected or appointed as Trustees of the Trust in accordance with
the provisions hereof and who have qualified and are then in office. At any time
at which there shall be only one (1) Trustee in office, such term shall mean
such single Trustee.
Section 1.5 REAL PROPERTY TO BE CONVERTED INTO PERSONAL PROPERTY.
Notwithstanding any other provision hereof, any real property at any time
forming part of the Trust Property shall be held in trust for sale and
conversion into personal property at such time or times and in such manner and
upon such terms as the Trustees shall approve, but the Trustees shall have power
until the termination of this Trust to postpone such conversion as long as they
in their uncontrolled discretion shall think fit, and for the purpose of
determining the nature of the interest of the Shareholders therein, all such
real proeprty shall at all times be considered as personal property.
ARTICLE II
PURPOSE OF THE TRUST
The purpose of the Trust shall be to engage in the business of being an
investment company, and as such of subscribing for, purchasing or otherwise
acquiring, holding for investment or trading in, borrowing, lending and selling
short, selling, assigning, negotiating or exchanging and otherwise disposing of,
and turning to account, realizing upon and generally dealing in and with, in any
manner, (a) Securities of all kinds, (b) precious metals and other minerals,
contracts to purchase and sell, and other interests of every nature and kind in
, such metals or minerals, and (c) rare coins and other numismatic items, and
all as the Trustees in their discretion shall determine to be necessary,
desirable or appropriate, and to exercise and perform any and every act, thing
or power necessary, suitable or desireable for the accomplishment of such
purpose, the attainment of any of the objects or the furtherance of any of the
powers given hereby which are lawful purposes, objects or powers of a trust with
transferable shares of the type commonly
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termed a Massachusetts business trust; and to do every other act or acts or
thing or things incidental or appurtenant to or growing out of or in connection
with the aforesaid objects, purposes or powers, or any of them, which a trust of
the type commonly termed a Massachusetts business trust is not now or hereafter
prohibited from doing, exercising or performing.
ARTICLE III
POWERS OF THE TRUSTEES
Section 3.1 POWERS IN GENERAL. The Trustees shall have, without other or
further authorization, full, entire, exclusive and absolute power, control and
authority over, and management of, the business of the Trust and over the Trust
Property, to the same extent as if the Trustees were the sole owners of the
business and property of the Trust in their own right, and with such powers of
delegation as may be permitted by this Declaration, subject only to such
limitations as may be expressly imposed by this Declaration of Trust or by
applicable law. The enumeration of any specific power or authority herein shall
not be construed as limiting the aforesaid power or authority or any specific
power or authority. Without limiting the foregoing, the Trustees may adopt
Bylaws not inconsistent with this Declaration of Trust providing for the conduct
of the business and affairs of the Trust and may amend and repeal them to the
extent that such Bylaws do not reserve that right to the Shareholders; they may
select, and from time to time change, the fiscal year of the Trust; they may
adopt and use a seal for the Trust, PROVIDED, that unless otherwise required by
the Trustees, it shall not be necessary to place the seal upon, and its absence
shall not impair the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Trust; they may from time to time
in accordance with the provisions of Section 6.1 hereof establish one or more
Funds to which they may allocate such of the Trust Property, subject to such
liabilities, as they shall deem appropriate, each such Fund to be operated by
the Trustees as a separate and distinct investment medium and with separately
defined investment objectives and policies and distinct investment purposes, all
as established by the Trustees, or from time to time changed by them or by the
shareholders of said Fund; they may as they consider appropriate elect and
remove officers and appoint and terminate agents and consultants and hire and
terminate employees, any one or more of the foregoing of whom may be a Trustee;
they may appoint from their own number, and terminate, any one or more
committees consisting of one or more Trustees, including without implied
limitation an Executive Committee, which may, when the Trustees are not in
session and subject to the 1940 Act, exercise some or all of the power and
authority of the Trustees as the Trustees may determine; in accordance with
Section 5.2 they may employ one or more
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Investment Advisers, Administrators and Custodians and may authorize any
Custodian to employ subcustodians or agents and to deposit all or any part of
such assets in a system or systems for the Central handling of Securities,
retain Transfer, Dividend Disbursing, Accounting or Shareholder Servicing Agents
or any of the foregoing, provide for the distribution of Shares by the Trust
directly to the public or through one or more Distributors, Principal
Underwriters or otherwise, set record dates or times for the determination of
Shareholders entitled to participate in, benefit from or act with respect to
various matters; and in general they may delegate to any officer of the Trust,
to any Committee of the Trustees and to any employee, Investment Adviser,
Administrator, Distributor, Custodian, Transfer Agent, Dividend Disbursing
Agent, or any other agent or consultant of the Trust, such authority, powers,
functions and duties as they consider desirable or appropriate for the conduct
of the business and affairs of the Trust, including without implied limitation
the power and authority to act in the name of the Trust and of the Trustees, to
sign documents and to act as attorney-in-fact for the Trustees. Without limiting
the foregoing and to the extent not inconsistent with the 1940 Act or other
applicable law, the Trustees shall have power and authority:
(a) INVESTMENTS. To invest and reinvest cash and other property;
to buy, for cash or on margin, and otherwise acquire and hold,
Securities created or issued by any Persons, including Securities
maturing after the possible termination of the Trust; to make payment
therefor in any lawful manner in exchange for any of the Trust
Property; and to hold cash or other property uninvested without in any
event being bound or limited by any present or future law or custom in
regard to investments by trustees;
(b) DISPOSITION OF ASSETS. Upon such terms and conditions as they
deem best, to lend, sell, exchange, mortgage, pledge, hypothecate,
grant security interests in, encumber, negotiate, convey, transfer or
otherwise dispose of, and to trade in, any and all of the Trust
Property, free and clear of all trusts, for cash or on terms, with or
without advertisement, and on such terms as to payment, security or
otherwise, all as they shall deem necessary or expedient;
(c) OWNERSHIP POWERS. To vote or give assent, or exercise and any
all other rights, powers and privileges of ownership with respect to,
and to perform any and all duties and obligations as owners of, any
Securities or other property forming part of the Trust Property, the
same as any individual might do; to exercise powers and rights of
subscription or otherwise which in any manner arise out of ownership
of Securities, and to receive powers of attorney
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from, and to execute and deliver proxies or powers of attorney to, such
Person or Persons as the Trustees shall deem proper, receiving from or
granting to such Person or Persons such power and discretion with
relation to Securities or other property of the Trust, all as the
Trustees shall deem proper;
(d) FORM OF HOLDING. To hold any Security or other property in a
form not indicating any trust, whether in bearer, unregistered or
other negotiable form, or in the name of the Trustees or of the Trust,
or of the Fund to which such Securities or property belong, or in the
name of a Custodian, subcustodian or other nominee or nominees, or
otherwise, upon such terms, in such manner or with such powers, as the
Trustees may determine, and with or without indicating any trust or
the interest of the Trustees therein;
(e) REORGANIZATION, ETC. To consent to or participate in any plan
for the reorganization, consolidation or merger of any corporation or
issuer, any Security of which is or was held in the Trust or any Fund;
to consent to any contract, lease, mortgage, purchase or sale of
property by such corporations or issuer, and to pay calls or
subscriptions with respect to any Security forming part of the Trust
Property;
(f) VOTING TRUSTS, ETC. To join with other holders of any
Securities in acting through a committee, depository, voting trustee
or otherwise, and in that connection to deposit any Security with, or
transfer any Security to, any such committee, depository 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, depository or trustee
as the Trustees shall deem proper;
(g) CONTRACTS, ETC. To enter into, make and perform all such
obligations, contracts, agreements and undertakings of every kind and
description, with any Person or Persons, as the Trustees shall in
their discretion deem expedient in the conduct of the business of the
Trust, for such terms as they shall see fit, whether or not extending
beyond the term of office of the Trustees, or beyond the possible
expiration of the Trust; to amend, extend, release or cancel any such
obligations, contracts, agreements or understandings; and to execute,
acknowledge, deliver and record all written instruments which they may
deem necessary or expedient in the exercise of their powers;
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(h) GUARANTEES, ETC. To endorse or guarantee the payment of any
notes or other obligations of any Person; to make contracts of
guaranty or suretyship, or otherwise assume liability for payment
thereof; and to mortgage and pledge the Trust Property or any part
thereof to secure any of or all such obligations;
(i) PARTNERSHIPS, ETC. To enter into joint ventures, general or
limited partnerships and any other combinations or associations;
(j) INSURANCE. To purchase and pay for entirely out of Trust
Property such insurance as they may deem necessary or appropriate for
the conduct of the business, including, without limitation, insurance
policies insuring the assets of the Trust and payment of distributions
and principal on its portfolio investments, and insurance policies
insuring the Shareholders, Trustees, officers, employees, agents,
consultants, Investment Advisers, managers, Administrators,
Distributors, Principal Underwriters, or other independent
contractors, or any thereof (or any Person connected therewith), of
the Trust, individually, against all claims and liabilities of every
nature arising by reason of holding, being or having held any such
office or position, or by reason of any action alleged to have been
taken or omitted by any such Person in any such capacity, including
any action taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to indemnify
such Person against such liability;
(k) PENSIONS, ETC. To pay pensions for faithful service, as
deemed appropriate by the Trustees, and to adopt, establish and carry
out pension, profit-sharing, share bonus, share purchase, savings,
thrift and other retirement, incentive and benefit plans, trusts and
provisions, including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and other benefits,
for any or all of the Trustees, officers, employees and agents of the
Trust;
(1) POWER OF COLLECTION AND LITIGATION. To collect, xxx for and
receive all sums of money coming due to the Trust, to employ counsel,
and to commence, engage in, prosecute, intervene in, join, defend,
compound, compromise, adjust or abandon, in the name of the Trust, any
and all actions, suits, proceedings, disputes, claims, controversies,
demands or other litigation or legal proceedings relating to the
Trust, the business of the Trust, the Trust Property, or the Trustees,
officers, employees, agents and other independent contractors of the
Trust, in their capacity as such, at law or in equity, or before any
other bodies or tribunals, and to compromise,
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arbitrate or otherwise adjust any dispute to which the Trust may be a
party, whether or not any suit is commence or any claim shall have been
made or asserted;
(m) ISSUANCE AND REPURCHASE OF SHARES. To issue, sell,
repurchase, redeem, retire, cancel, acquire, hold, resell, reissue,
dispose of, transfer, and otherwise deal in Shares of any Series, and,
subject to Article VI hereof, to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of Shares of any
Series, any of the Fund Assets belonging to the Fund to which such
Series relates, whether constituting capital or surplus or otherwise,
to the full extent now or hereafter permitted by applicable law;
PROVIDED, that any Shares belonging to the Trust shall not be voted,
directly or indirectly;
(n) OFFICES. To have one or more offices, and to carry on all or
any of the operations and business of the Trust, in any of the States,
Districts or Territories of the United States, and in any and all
foreign countries, subject to the laws of such State, District,
Territory or country;
(o) EXPENSES. To incur and pay any and all such expenses and
charges as they may deem advisable (including, without limitation,
appropriate fees to themselves as Trustees), and to pay all such sums
of money for which they may be held liable by way of damages, penalty,
fine or otherwise;
(p) AGENTS, ETC. To retain and employ any and all such servants,
agents, employees, attorneys, brokers, investment advisers,
accountants, escrow agents, depositories, consultants, ancillary
trustees, custodians, agents for collection, insurers, banks and
officers, as they think best for the business of the Trust or any
Fund, to supervise and direct the acts of any of the same, and to fix
and pay their compensation and define their duties;
(q) ACCOUNTS. To determine, and from time to time change, the
method or form in which the accounts of the Trust shall be kept;
(r) VALUATION. Subject to the requirements of the 1940 Act, to
determine from time to time the value of all or any part of the Trust
Property and of any services, Securities, property or other
consideration to be furnished to or acquired by the Trust, and from
time to time to revalue all or any part of the Trust Property in
accordance with such appraisals or other information as is, in the
Trustees' sole judgment, necessary and satisfactory;
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(s) INDEMNIFICATION. In addition to the mandatory indemnification
provided for in Article VIII hereof and to the extent permitted by
law, to indemnify or enter into agreements with respect to
indemnification with any Person with whom this Trust has dealings,
including, without limitation, any independent contractor, to such
extent as the Trustees shall determine; and
(t) GENERAL. To do all such other acts and things and to conduct,
operate, carry on and engage in such other lawful businesses or
business activities as they shall in their sole and absolute
discretion consider to be incidental to the business of the Trust or
any Fund as an investment company, and to exercise all powers which
they shall in their discretion consider necessary, useful or
appropriate to carry on the business of the Trust or any Fund, to
promote any of the purposes for which the Trust is formed, whether or
not such things are specifically mentioned herein, in order to protect
or promote the interests of the Trust or any Fund, or otherwise to
carry out the provisions of this Declaration.
Section 3.2 BORROWINGS; FINANCINGS; ISSUANCE OF SECURITIES. Subject to the
requirements of the 1940 Act, the Trustees have power to borrow or in any other
manner raise such sum or sums of money, and to incur such other indebtedness for
goods or services, or for or in connection with the purchase or other
acquisition of property, as they shall deem advisable for the purposes of the
Trust, in any manner and on any terms, and to evidence the same by negotiable or
nonnegotiable Securities which may mature at any time or times, even beyond the
possible date of termination of the Trust; to issue Securities of any type for
such cash, property, services or other considerations, and at such time or times
and upon such terms, as they may deem advisable; and to reacquire any such
Securities. Any such Securities of the Trust may, at the discretion of the
Trustees, be made convertible into Shares of any Series, or may evidence the
right to purchase, subscribe for or otherwise acquire Shares of any Series, at
such times and on such terms as the Trustees may prescribe.
Section 3.3 DEPOSITS. Subject to the requirements of the 1940 Act, the
Trustees shall have power to deposit any moneys or Securities included in the
Trust Property with any one or more banks, trust companies or other banking
institutions, whether or not such deposits will draw interest. Such deposits are
to be subject to withdrawal in such manner as the Trustees may determine, and
the Trustees shall have no responsibility for any loss which may occur by reason
of the failure of the bank, trust company or other banking institution with
which any such moneys
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or Securities have been deposited, other than liability based on their gross
negligence or willful fault.
Section 3.4 ALLOCATIONS. The Trustees shall have power to determine whether
moneys or other assets received by the Trust shall be charged or credited to
income or capital, or allocated between income and capital, including the power
to amortize or fail to amortize any part or all of any premium or discount, to
treat any part of all of the profit resulting from the maturity or sale of any
asset, whether purchased at a premium or at a discount, as income or capital, or
to apportion the same between income and capital, or to apportion the sale price
of any asset between income and capital, and to determine in what manner any
expenses or disbursements are to be borne as between income and capital, whether
or not in the absence of the power and authority conferred by this Section 3.4
such assets would be regarded as income or as capital or such expense or
disbursement would be charged to income or to capital; to treat any dividend or
other distribution on any investment as income or capital, or to apportion the
same between income and capital; to provide or fail to provide reserves,
including reserves for depreciation, amortization or obsolescence in respect of
any Trust Property in such amounts and by such methods as they shall determine;
to allocate less than all of the consideration paid for Shares of any Series to
the shares of beneficial interest account of the Fund to which such Shares
relate and to allocate the balance thereof to paid-in capital of that Fund, and
to reallocate such amounts from time to time; all as the Trustees may reasonably
deem proper.
Section 3.5 FURTHER POWERS; LIMITATIONS. The Trustees shall have power to
do all such other matters and things, and to execute all such instruments, as
they deem necessary, proper or desirable in order to carry out, promote or
advance the interests of the Trust, although such matters or things are not
herein specifically mentioned. Any determination as to what is in the interests
of the Trust made by the 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 Trustees. The Trustees shall not be required
to obtain any court order to deal with the Trust Property. The Trustees may
limit their right to exercise any of their powers through express restrictive
provisions in the instruments evidencing or providing the terms for any
Securities of the Trust or in other contractual instruments adopted on behalf of
the Trust.
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ARTICLE IV
TRUSTEES AND OFFICERS
Section 4.1 NUMBER, DESIGNATION, ELECTION, TERM, ETC.
(a) INITIAL TRUSTEE. Upon his execution of this Declaration of
Trust or a counterpart hereof or some other writing in which he accepts
such Trusteeship and agrees to the provisions hereof, the individual
whose signature is affixed hereto as Initial Trustee shall become the
Initial Trustee hereof.
(b) NUMBER. The Trustees serving as such, whether named above
or hereafter becoming Trustees, may increase (to not more than fifteen
(15)) or decrease the number of Trustees to a number other than the
number theretofore determined by a written instrument signed by a
Majority of the Trustees (or by an officer of the Trust pursuant to the
vote of a Majority of the Trustees). No decrease in the number of
Trustees shall have the effect of removing any Trustee from office
prior to the expiration of his term, but the number of Trustees may be
decreased in conjunction with the removal of a Trustee pursuant to
subsection (e) of this Section 4.1.
(c) ELECTION AND TERM. The Trustees shall be elected by the
Shareholders of the Trust at the first meeting of Shareholders
immediately prior to the date that the Trust acquires assets in
addition to the one hundred dollars contributed by the Settlor and the
term of office of any Trustees in office before such election shall
terminate at the time of such election. Subject to Section 16(a) of the
1940 Act and to the preceding sentence of this subsection (c), the
Trustees shall have the power to set and alter the terms of office of
the Trustees, and at any time to lengthen or shorten their own terms or
make their terms of unlimited duration, to elect their own successors
and, pursuant to subsection (f) of this Section 4.1, to appoint
Trustees to fill vacancies; PROVIDED, that Trustees shall e elected by
a Majority Shareholder Vote at any such time or times as the Trustees
shall determine that such action is required under Section 16(a) of the
1940 Act or, if not so required, that such action is advisable; and
FURTHER PROVIDED, that, after the initial election of Trustees by the
Shareholders, the term of office of any incumbent Trustee shall
continue until the termination of this Trust or his earlier death,
resignation, retirement, bankruptcy, adjudicated incompetency or other
incapacity or removal, or if not so terminated, until the election of
such Trustee's successor
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in office has become effective in accordance with this
subsection (c).
(d) RESIGNATION AND RETIREMENT. Any Trustee may resign his
trust or retire as a Trustee, by a written instrument signed by him and
delivered to the other Trustees or to any officer of the Trust, and
such resignation or retirement shall take effect upon such delivery or
upon such later date as is specified in such instrument.
(e) REMOVAL. Any Trustee may be removed with or without cause
at any time: (i) by vote of Shareholders holding not less than a
majority of the Shares of each Series then outstanding, cast in person
or by proxy at any meeting called for the purpose; or (ii) by a written
declaration signed by Shareholders holding not less than a majority of
the Shares of each Series then outstanding and filed with the Trust's
Custodian.
(f) VACANCIES. Any vacancy or anticipated vacancy resulting
from any reason, including an increase in the number of Trustees, may
(but need not unless required by the 0000 Xxx) be filled by a Majority
of the Trustees through the appointment in writing of such other
individual as such remaining Trustees in their discretion shall
determine; PROVIDED, that after filling any such vacancy, at least
two-thirds of the Trustees then holding office shall have been elected
to their offices by the Shareholders; and, PROVIDED FURTHER, that if
there shall be not Trustees in office, such vacancy or vacancies shall
be filled by vote of the Shareholders. Any such appointment or election
shall be effective upon such individual's written acceptance of his
appointment as a Trustee and his agreement to be bound by the
provisions of this Declaration of Trust, except that any such
appointment in anticipation of a vacancy to occur by reason of
retirement, resignation or increase in the number of Trustees to be
effective at a later date shall become effective only at or after the
effective date of said retirement, resignation or increase in the
number of Trustees.
(g) ACCEPTANCE OF TRUSTS. Any individual appointed as a
Trustee under subsection (f), and any individual elected as a Trustee
under subsection (c), of this Section 4.1 who was not, immediately
prior to such election, acting as a Trustee, shall accept such
appointment or election in writing and agree in such writing to be
bound by the provisions hereof, and whenever such individual shall have
executed such writing and any conditions to such appointment or
election shall have been satisfied, such individual shall become a
Trustee and the Trust Property shall vest in the
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new Trustee, together with the continuing Trustees, without
any further act or conveyance.
(h) EFFECT OF DEATH, RESIGNATION, ETC. No vacancy, whether
resulting from the death, resignation, retirement, removal or
incapacity of any Trustee, an increase in the number of Trustees or
otherwise, shall operate to annul or terminate the Trust hereunder or
to revoke or terminate any existing agency or contract created or
entered into pursuant to the terms of this Declaration of Trust. Until
such vacancy is filled as provided in this Section 4.1, the Trustees in
office (if any), regardless of their number, shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon
the Trustees by this Declaration. A written instrument certifying the
existence of such vacancy signed by a Majority of the Trustees shall be
conclusive evidence of the existence of such vacancy.
(i) CONVEYANCE. In the event of the resignation or removal of
a Trustee or his otherwise ceasing to be a Trustee, such former Trustee
or his legal representative shall, upon request of the continuing
Trustees, execute and deliver such documents as may be required for the
purpose of consummating or evidencing the conveyance to the Trust or
the remaining Trustees of any Trust Property held in such former
Trustee's name, but the execution and delivery of such documents shall
not be requisite to the vesting of title to the Trust Property in the
remaining Trustees, as provided in subsection (g) of this Section 4.1
and in Section 4.13 hereof.
(j) NO ACCOUNTING. Except to the extent required by the 1940
Act or under circumstances which would justify his removal for cause,
no Person ceasing to be a Trustee (nor the estate of any such Person)
shall be required to make an accounting to the Shareholders or
remaining Trustees upon such cessation.
(k) FILINGS. Whenever there shall be a change in the
composition of the Trustees, the Trust shall cause to be filed in the
office of the Secretary of The Commonwealth of Massachusetts and in
each other place where the Trust is required to file amendments to this
Declaration a copy of (i) the instrument by which (in the case of the
appointment of a new Trustee, or the election of an individual who was
not theretofore a Trustee) the new Trustee accepted his appointment or
election and agreed to be bound by the terms of this Declaration, or
(in the case of a resignation) by which the former Trustee resigned as
such, together in either case with a certificate of one of the other
Trustees as to the circumstances of such election, appointment or
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resignation, or (ii) in the case of the removal or death of
a Trustee, a certificate of one of the Trustees as to the
fact of such removal or death.
Section 4.2 TRUSTEES' MEETINGS; PARTICIPATION BY TELEPHONE, ETC. An annual
meeting of Trustees shall be held each fiscal year of the Trust and special
meetings may be held from time to time, in each case, upon the call of such
officers as may be thereunto authorized by the Bylaws or vote of the Trustees,
or by any two (2) Trustees, or pursuant to a vote of the Trustees adopted at a
duly constituted meeting of the Trustees, and upon such notice as shall be
provided in the Bylaws. The Trustees may act with or without a meeting, and a
written consent to any matter, signed by a Majority of the Trustees, shall be
equivalent to action duly taken at a meeting of the Trustees, duly called and
held. Except as otherwise provided by the 1940 Act or other applicable law, or
by this Declaration of Trust or the Bylaws, any action to be taken by the
Trustees may be taken by a majority of the Trustees present at a meeting of
Trustees (a quorum, consisting of at least a Majority of the Trustees, being
present), within or without Massachusetts. If authorized by the Bylaws, all or
any one or more Trustees may participate in a meeting of the Trustees or any
Committee thereof by means of conference telephone or similar means of
communication by means of which all Persons participating in the meeting can
hear each other, and participation in a meeting pursuant to such means of
communication shall constitute presence in person at such meeting. The minutes
of any meeting thus held shall be prepared in the same manner as a meeting at
which all participants were present in person.
Section 4.3 COMMITTEES; DELEGATION. The Trustees shall have power,
consistent with their ultimate responsibility, to supervise the affairs of the
Trust, to delegate from time to time to an Executive committee, and to one or
more other Committees, or to any single Trustee or to any other Person, the
doing of such things and the execution of such deeds or other instruments,
either in the name of the Trust or the names of the Trustees or as their
attorney or attorneys in fact, or otherwise as the Trustees may from time to
time deem expedient, and any agreement, deed, mortgage, lease or other
instrument or writing executed by the Trustee or Trustees or other Person to
whom such delegation was made shall be valid and binding upon the Trustees and
upon the Trust.
Section 4.4 ADVISORY TRUSTEES. The Trustees may appoint one or more
Advisory Trustees for the purpose of advising the Trustees in such matters as
the Trustees may request. Such
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Advisory Trustees shall meet and confer at such times and places as the Trustees
may specify, including, if the Trustees so request, with the Trustees at annual
and special meetings of the Trustees, provided that no Advisory Trustee shall be
entitled to vote at any meeting of the Trustees and the actions or decisions of
Advisory Trustees shall be advisory only. Advisory Trustees shall be entitled to
such compensation, if any, as may be determined by the Trustees.
Section 4.5 OFFICERS. The Trustees shall annually elect such offices or
agents who shall have such powers, duties and responsibilities as the Trustees
may deem to be advisable, and as they shall specify by resolution or in the
Bylaws. Except as may be provided in the Bylaws, any officer elected by the
Trustees may be removed at any time with or without cause. Any two (2) or more
offices may be held by the same individual.
Section 4.6 COMPENSATION OF TRUSTEES AND OFFICERS. The Trustees shall fix
the compensation of all officers and Trustees. Without limiting the generality
of any of the provisions hereof, the Trustees shall be entitled to receive
reasonable compensation for their general services as such, and to fix the
amount of such compensation, and to pay themselves or any one or more of
themselves such compensation for special services, including legal, accounting,
or other professional services, as they in good faith may deem reasonable. No
Trustee or officer resigning and (except where a right to receive compensation
for a definite future period shall be expressly provided in a written agreement
with the Trust, duly approved by the Trustees) no Trustee or office removed
shall have any right to any compensation as such Trustee or officer for any
period following his resignation or removal, or any right to damages on account
of his removal, whether his compensation be by the month, by the year or
otherwise.
Section 4.7 OWNERSHIP OF SHARES AND SECURITIES OF THE TRUST. Any Trustee,
and any officer, employee or agent of the Trust, and any organization in which
any such Person is interested, may acquire, own, hold and dispose of Shares of
any Series and other Securities of the Trust for his or its individual account,
and may exercise all rights of a holder of such Shares or Securities to the same
extent and in the same manner as if such Person were not such a Trustee,
officer, employee or agent of the Trust; subject, in the case of Trustees and
officers, to the same limitations as directors or officers (as the case may be)
of a Massachusetts business corporation; and the Trust may issue and sell or
cause to be sold and may purchase any such Shares or other Securities from any
such Person or any such organization, subject only to the general limitations,
restrictions or other provisions applicable to the sale or
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purchase of Shares of such Series or other Securities of the
Trust generally.
Section 4.8 RIGHT OF TRUSTEES AND OFFICERS TO OWN PROPERTY OR TO ENGAGE IN
BUSINESS; AUTHORITY OF TRUSTEES TO PERMIT OTHERS TO DO LIKEWISE. The Trustees,
in their capacity as Trustees, and (unless otherwise specifically directed by
vote of the Trustees) the officers of the Trust in their capacity as such, shall
not be required to devote their entire time to the business and affairs of the
Trust. Except as otherwise specifically provided by vote of the Trustees, or by
agreement in any particular case, any Trustee or officer of the Trust may
acquire, own, hold and dispose of, for his own individual account, any property,
and acquire, own, hold, carry on and dispose of, for his own individual account,
any business entity or business activity, whether similar or dissimilar to any
property or business entity or business activity invested in or carried on by
the Trust, and without first offering the same as an investment opportunity to
the Trust, and may exercise all rights in respect thereof as if he were not a
Trustee or officer of the Trust. The Trustees shall also have power, generally
or in specific cases, to permit employees or agents of the Trust to have the
same rights (or lesser rights) to acquire, hold, own and dispose of property and
businesses, to carry on businesses, and to accept investment opportunities
without offering them to the Trust, as the Trustees have by virtue of this
Section 4.7.
Section 4.9 RELIANCE ON EXPERTS. The Trustees and officers may consult with
counsel, engineers, brokers, appraisers, auctioneers, accountants, investment
bankers, securities analysts or other Persons (any of which may be a firm in
which one or more of the Trustees or officers is or are members or otherwise
interested) whose profession gives authority to a statement made by them on the
subject in question, and who are reasonably deemed by the Trustees or officers
in question to be competent, and the advice or opinion of such Persons shall be
full and complete personal protection to all of the Trustees and officers in
respect of any action taken or suffered by them in good faith and in reliance on
or in accordance with such advice or opinion. In discharging their duties,
Trustees and officers, when acting in good faith, may rely upon financial
statements of the Trust having charge of its books of account, or stated in a
written report by an independent certified public accountant fairly to present
the financial position of the Trust. The Trustees and officers may rely, and
shall be personally protected in acting, upon any instrument or other document
believed by them to be genuine.
Section 4.10 SURETY BONDS. No Trustee, officer, employee or agent of the
Trust shall, as such, be obligated to give any bond or surety or other security
for the performance of
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any of his duties, unless required by applicable law or regulation, or unless
the Trustees shall otherwise determine in any particular case.
Section 4.11 APPARENT AUTHORITY OF TRUSTEES AND OFFICERS. No purchaser,
lender, transfer agent or other Person dealing with the Trustees or any officer
of the Trust shall be bound to make any inquiry concerning the validity of any
transaction purporting to be made by the Trustees or by such officer, or to make
inquiry concerning or be liable for the application of money or property paid,
loaned or delivered to or on the order of the Trustees or of such officer.
Section 4.12 OTHER RELATIONSHIPS NOT PROHIBITED. The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust
is a shareholder, director, officer, partner, trustee, employee,
manager, adviser, principal underwriter or distributor or agent of or
for any Contracting Party (as defined in Section 5.2 hereof), or of or
for any parent or affiliate of any Contracting Party, or that the
Contracting Party or any parent or affiliate thereof is a Shareholder
or has an interest in the Trust or any Fund, or that
(ii) any Contracting Party may have a contract providing for
the rendering of any similar services to one or more other
corporations, trusts, associations, partnership, limited partnerships
or other organizations, or have other business or interests, shall not
affect the validity of any contract for the performance and assumption
of services, duties and responsibilities to, for or of the Trust and/or
the Trustees or disqualify any Shareholder, Trustee of officer of the
Trust from voting upon or executing the same or create any liability or
accountability to the Trust or to the holders of Shares of any Series;
PROVIDED that, in the case of any relationship or interest referred to
in the preceding clause (i) on the part of any Trustee or officer of
the Trust, either (x) the material facts as to such relationship or
interest have been disclosed to or are known by the Trustees not having
any such relationship or interest and the contract involved is approved
in good faith by a majority of such Trustees not having any such
relationship or interest (even though such unrelated or disinterested
or interest (even though such unrelated or disinterested Trustees), (y)
the material facts as to such relationship or interest and as to the
contract have been disclosed to or are known by the Shareholders
entitled to vote thereon and the contract involved is specifically
approved in good faith by vote of the Shareholders, or (z) the specific
contract involved is fair
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to the Trust as of the time it is entered into by the Shareholders.
Section 4.13 PAYMENT OF TRUST EXPENSES. The Trustees are authorized to pay
or to cause to be paid out of the principal or income of the Trust, or partly
out of principal and partly out of income, and according to any allocation to
particular Funds made by them pursuant ot Section 6.2(b) hereof, all expenses,
fees, charges, taxes and liabilities incurred or arising in connection with the
business and affairs of the Trust of in connection with the management thereof,
including, but not limited to, the Trustees' compensation and such expenses and
charges for the services of the Trust's officers, employees, Investment Adviser,
Administrator, Distributor, Principal Underwriter, auditor, counsel, Custodian,
Transfer Agent, Dividend Disbursing Agent, Accounting Agent, Shareholder
Servicing Agent, and such other agents, consultants, and independent contractors
and such other expenses and charges as the Trustees may deem necessary or proper
to incur.
Section 4.14 OWNERSHIP OF THE TRUST PROPERTY. Legal title to all the Trust
Property shall be vested in the Trustees as joint tenants, except that the
Trustees shall have power to cause legal title to any Trust Property to be held
by or in the name of one or more of the Trustees, or in the name of the Trust,
or of any particular Fund, or in the name of any other Person as nominee, on
such terms as the Trustees may determine; PROVIDED that the interest of the
Trust and of the respective Fund therein is appropriately protected. The right,
title and interest of the Trustees in the Trust Property shall vest
automatically in each Person who may hereafter become a Trustee. Upon the
termination of the term of office of a Trustee as provided in Section 4.1(c),
(d) or (e) hereof, such Trustee shall automatically cease to have any right,
title or interest in any of the Trust Property, and the right, title and
interest of such Trustee in the Trust Property shall vest automatically in the
remaining Trustees. Such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered pursuant
to Section 4.1(i) hereof.
ARTICLE V
DELEGATION OF MANAGERIAL RESPONSIBILITIES
Section 5.1 APPOINTMENT; ACTION BY LESS THAN ALL TRUSTEES. The Trustees
shall be responsible for the general operating policy of the Trust and for the
general supervision of the business of the Trust conducted by officers, agents,
employees or advisers of the Trust or by independent contractors, but the
Trustees shall not be required personally to conduct all
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the business of the Trust and, consistent with their ultimate responsibility as
stated herein, the Trustees may appoint, employ or contract with one or more
officers, employees and agents to conduct, manage and/or supervise the
operations of the Trust, and may grant or delegate such authority to such
officers, employees and/or agents as the Trustees may, in their sole discretion,
deem to be necessary or desirable, without record to whether such authority is
normally granted or delegated by trustees.
Section 5.2 CERTAIN CONTRACTS. Subject to compliance with the provisions of
the 1940 Act, but notwithstanding any limitations of present and future law or
custom in regard to delegation of powers by trustees generally, the Trustees
may, at any time and from time to time in their discretion and without limiting
the generality of their powers and authority otherwise set forth herein, enter
into one or more contracts with any one or more corporations, trusts,
associations, partnerships, limited partnerships or other types of
organizations, or individuals ("CONTRACTING PARTY"), to provide for the
performance and assumption of some or all of the following services, duties and
responsibilities to, for or on behalf of the Trust and/or any Fund, and/or the
Trustees, and to provide for the performance and assumption of such other
services, duties and responsibilities in addition to those set forth below, as
the Trustees may deem appropriate:
(a) ADVISORY. An investment advisory or management agreement
whereby the Investment Adviser shall undertake to furnish the Trust
such management, investment advisory or supervisory, administrative,
accounting, legal, statistical and research facilities and services,
and such other facilities and services, if any, as the Trustees shall
from time to time consider desirable, all upon such terms and
conditions as the Trustees may in their discretion determine to be not
inconsistent with this Declaration, the applicable provisions of the
1940 Act or any applicable provisions of the Bylaws. Any such advisory
or management agreement and any amendment thereto shall be subject to
approval by a Majority Shareholder Vote at a meeting of the
Shareholders of the Trust. Notwithstanding any provisions of this
Declaration, the Trustees may authorize the Investment Adviser (subject
to such general or specific instructions as the Trustees may from time
to time adopt) to effect purchases, sales, loans or exchanges of
portfolio securities of the Trust on behalf of the Trustees or may
authorize any officer or employee of the Trust or any Trustee to effect
such purchases, sales, loans or exchanges pursuant to recommendations
of the Investment Adviser (and all without further action by the
Trustees). Any such purchases, sales, loans and exchanges shall be
deemed to have been authorized by all of the Trustees. The Trustees
-23-
may, in their sole discretion, call a meeting of Shareholders in order
to submit to a vote of Shareholders at such meeting the approval of
continuance of any such investment advisory or management agreement. If
the Shareholders of any Fund should fail to approve any such investment
advisory or management agreement, the Investment Adviser may
nonetheless serve as Investment Adviser with respect to any other Fund
whose Shareholders shall have approved such contract.
(b) ADMINISTRATION. An agreement whereby the agent, subject to
the general supervision of the Trustees and in conformity with any
policies of thge Trustees with respect to the operations of the Trust
and each Fund, will supervise all or any part of the operations of the
Trust and each Fund, and will provide all or any part of the
administrative and clerical personnel, office space and office
equipment and services appropriate for the efficient administration and
operations of the Trust and each Fund (any such agent being herein
referred to as an "ADMINISTRATOR").
(c) DISTRIBUTION. An agreement providing for the sale of
Shares of any one or more Series to net the Trust not less than the net
asset value per Share (as described in Section 6.2(h) hereof) and
pursuant to which the Trust may appoint the other party to such
agreement as its principal underwriter or sales agent for the
distribution of such Shares. The agreement shall contain such terms and
conditions as the Trustees may in their discretion determine to be not
inconsistent with this Declaration, the applicable provisions of the
1940 Act and any applicable provisions of the Bylaws (any such agent
being herein referred to as a "DISTRIBUTOR" or a "PRINCIPAL
UNDERWRITER," as the case may be).
(d) CUSTODIAN. The appointment of a bank or trust company
having an aggregate capital, surplus and undivided profits (as shown in
its last published report) of at least two million dollars ($2,000,000)
as custodian of the Securities and cash of the Trust and of each Fund
and of the accounting records in connection therewith (any such agent
being herein referred to as a "CUSTODIAN").
(e) TRANSFER AND DIVIDEND DISBURSING AGENCY. An agreement with
a agent to maintain records of the ownership of outstanding Shares, the
issuance and redemption and the transfer thereof (any such agent being
herein referred to as a "TRANSFER AGENT"), and to disburse any
dividends declared by the Trustees and in accordance with the policies
of the Trustees and/or the instructions of any particular Shareholder
to reinvest any such dividends (any such agent
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being herein referred to as a "DIVIDEND DISBURSING AGENT").
(f) Shareholder Servicing. An agreement with an agent to
provide service with respect to the relationship of the Trust and its
Shareholders, records with respect to Shareholders and their Shares,
and similar matters (any such agent being herein referred to as a
"SHAREHOLDER SERVICING AGENT").
(g) ACCOUNTING. An agreement with an agent to handle all or
any part of the accounting responsibilities, whether with respect to
the Trust's properties, Shareholders or otherwise (any such agent being
herein referred to as an "ACCOUNTING AGENT".
The same Person may be the Contracting Party for some or all of the services,
duties and responsibilities to, for and of the Trust and/or the Trustees, and
the contracts with respect thereto may contain such terms interpretive of or in
addition to the delineation of the services, duties and responsibilities
provided for, including provisions that are not inconsistent with the 1940 Act
relating to the standard of duty of and the rights to indemnification of the
Contracting Party and others, as the Trustees may determine. Nothing herein
shall preclude, prevent or limit the Trust or a Contracting Party from entering
into sub- contractual arrangements relative to any of the matters referred to in
subsections (a) through (g) of this Section 5.2.
ARTICLE VI
FUNDS AND SHARES
Section 6.1 DESCRIPTION OF FUNDS AND SHARES.
(a) SHARES; FUNDS; SERIES OF SHARES. The beneficial interest
in the Trust shall be divided into Shares having a nominal or par value
of one cent ($.01) per Share, and all of the one class, of which an
unlimited number may be issued. The Trustees shall have the authority
from time to time to establish and designate one or more separate,
distinct and independent Funds into which the assets of the Trust shall
be divided, and to authorize a separate Series of Shares for each such
Fund (each of which Series, including without limitation each Series
authorized in Section 6.2 hereof, shall represent interests only in the
Fund with respect to which such Series was authorized), as they deem
necessary or desirable. Except as otherwise provided as to a particular
Fund herein, or in the Certificate of Designation therefor, the
Trustees shall have all the rights and powers, and be subject to all
the duties
-25-
and obligations, with respect to each such Fund and the assets and
affairs thereof as they have under this Declaration with respect to the
Trust and the Trust Property in general.
(b) ESTABLISHMENT, ETC. OF FUNDS; AUTHORIZATION OF SHARES. The
establishment and designation of any Fund in addition to the Fund
established and designated in Section 6.2 hereof and the authorization
of the Shares thereof shall be effective upon the execution by a
Majority of the Trustees (or by an officer of the Trust pursuant to the
vote of a Majority of the Trustees) of an instrument setting forth such
establishment and designation and the relative rights and preferences
of the Shares of such Fund and the manner in which the same may be
amended (a "CERTIFICATE OF DESIGNATION"), and may provide that the
number of Shares of such Series which may be issued is unlimited, or
may limit the number issuable. At any time that there are no Shares
outstanding of any particular Fund previously established and
designated, including any Fund established and designated in Section
6.2 hereof, the Trustees may by an instrument executed by a Majority of
the Trustees (or by an officer of the Trust pursuant to the vote of a
Majority of the Trustees) terminate such Fund and the establishment and
designation thereof and the authorization of its Shares (a "CERTIFICATE
OF TERMINATION"). Each Certificate of Designation, Certificate of
Termination and any instrument amending a Certificate of Designation
shall have the status of an amendment to this Declaration of Trust, and
shall be filed and become effective as provided in Section 9.4 hereof.
(c) CHARACTER OF SEPARATE FUNDS AND SHARES THEREOF. Each Fund
established hereunder shall be a separate component of the assets of
the Trust, and the holders of Shares of the Series representing the
beneficial interest in the assets of that Fund shall be considered
Shareholders of such Fund, but such Shareholders shall also be
considered Shareholders of the Trust for purposes of receiving reports
and notices and, except as otherwise provided herein or in the
Certificate of Designation of a particular Fund as to such Fund, or as
required by the 1940 Act or other applicable law, the right to vote,
all without distinction by Series. The Trustees shall have exclusive
power without the requirement of Shareholder approval to establish and
designate such separate and distinct Funds, and to fix and determine
the relative rights and preferences as between the shares of the
respective Funds as to rights of redemption and the price, terms and
manner of redemption, special and relative rights as to dividends and
other distributions and on liquidation, sinking or purchase fund
provisions,
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conversion rights, and conditions under which the Shareholders of the
several Funds shall have separate voting rights or no voting rights.
(d) CONSIDERATION FOR SHARES. The Trustees may issue Shares of
any Series for such consideration (which may include property subject
to, or acquired in connection with the assumption, liabilities) and on
such terms as they may determine (or for no consideration if pursuant
to a Share dividend or split-up), all without action or approval of the
Shareholders. All Shares when so issued on the terms determined by the
Trustees shall be fully paid and non-assessable (but may be subject to
mandatory contribution back to the Trust as provided in Section 6.2(h)
hereof). The Trustees may classify or reclassify any unissued Shares,
or any Shares of any Series previously issued and reacquired by the
Trust, into Shares of one or more other Funds that may be established
and designated from time to time.
Section 6.2 ESTABLISHMENT AND DESIGNATION OF THE JANUS FUND; GENERAL
PROVISIONS FOR ALL FUNDS. Without limiting the authority of the Trustees set
forth in Section 6.1(a) hereof to establish and designate further Funds, there
is hereby established and designated the Janus Fund. The Shares of such Fund,
and the Shares of any further Fund that may from time to time be established and
designated by the Trustees shall (unless the Trustees otherwise determine with
respect to some further Fund at the time of establishing and designating the
same) have the following relative rights and preferences:
(a) ASSETS BELONGING TO FUNDS. Any portion of the Trust
Property allocated to a particular Fund, and all consideration received
by the Trust for the issue or sale of Shares of such Fund, together
with all assets in which such consideration is invested or reinvested,
all interest, dividends, income, earnings, profits and gains therefrom,
and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the
same may be, shall be held by the Trustees in trust for the benefit of
the holders of Shares of that Fund and shall irrevocably belong to that
Fund for all purposes, and shall be so recorded upon the books of
account of the Trust, and the Shareholders of such Fund shall not have,
and shall be conclusively deemed to have waived, any claims to the
assets of any Fund of which they are not Shareholders. Such
consideration, assets, interest, dividends, income, earnings, profits,
gains and proceeds, together with any General Items allocated to that
Fund as provided in the following sentence, are herein referred to
collectively as "FUND ASSETS" of such Fund, and
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as assets "BELONGING TO" that Fund. In the event that there are any
assets, income, earnings, profits, and proceeds thereof, funds, or
payments which are not readily identifiable as belonging to any
particular Fund (collectively "GENERAL ITEMS"), the Trustees shall
allocate such General Items to and among any one or more of the Funds
established and designated from time to time in such manner and on such
basis as they, in their sole discretion, deem fair and equitable; and
any General Items so allocated to a particular Fund shall belong to and
be part of the Fund Assets of that Fund. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all
Funds for all purposes.
(b) LIABILITIES OF FUNDS. The assets belonging to each
particular Fund shall be charged with the liabilities in respect of
that Fund and all expenses, costs, charges and reserves attributable to
that Fund, and any general liabilities, expenses, costs, charges or
reserves attributable to that Fund, and any general liabilities,
expenses, costs, charges or reserves of the Trust which are not readily
identifiable as pertaining to any particular Fund shall be allocated
and charged by the Trustees to and among any one or more of the Funds
established and designated from time to time in such manner and on such
basis as the Trustees in their sole discretion deem fair and equitable.
The indebtedness, expenses, costs, charges and reserves allocated and
so charged to a particular Fund are herein referred to as "LIABILITIES
OF" that Fund. Each allocation of liabilities, expenses, costs, charges
and reserves by the Trustees shall be conclusive and binding upon the
Shareholders of all Funds for all purposes. Any creditor of any Fund
may look only to the assets of that Fund to satisfy such creditor's
debt.
(c) DIVIDENDS. Dividends and distributions on Shares of a
particular Fund may be paid with such frequency as the Trustees may
determine, which may be daily or otherwise pursuant to a standing
resolution or resolutions adopted only once or with such frequency as
the Trustees may determine, to the Shareholders of that Fund, from such
of the income, accrued or realized, and capital gains, realized or
unrealized, and out of the assets belonging to that Fund, as the
Trustees may determine, after providing for actual and accrued
liabilities of that Fund. All dividends and distributions on Shares of
a particular Fund shall be distributed pro rata to the Shareholders of
that Fund in proportion to the number of such Shares held by such
holders at the date and time of record established for the payment of
such dividends or distributions, except that in connection with any
dividend or distribution program or
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procedure the Trustees may determine that no dividend or distribution
shall be payable on Shares as to which the Shareholder's purchase order
and/or payment have not been received by the time or times established
by the Trustees under such program or procedure, or that dividends or
distributions shall be payable on Shares which have been tendered by
the holder thereof for redemption or repurchase, but the redemption or
repurchase proceeds of which have not yet been paid to such
Shareholder. Such dividends and distributions may be made in cash or
Shares of that Fund or a combination thereof as determined by the
Trustees, or pursuant to any program that the Trustees may have in
effect at the time for the election by each Shareholder of the mode of
the making of such dividend or distribution paid in Shares will be paid
at the net asset value thereof as determined in accordance with
subsection (h) of this Section 6.2.
(d) LIQUIDATION. In the event of the liquidation or
dissolution of the Trust, the Shareholders of each Fund of which Shares
are outstanding shall be entitled to receive, when and as declared by
the Trustees, the excess of the Fund Assets over the liabilities of
such Fund. The assets so distributable to the Shareholders of any
particular Fund shall be distributed among such Shareholders in
proportion to the number of Shares of that Fund held by them and
recorded on the books of the Trust. The liquidation of any particular
Fund may be authorized by vote of a Majority of the Trustees, subject
to the affirmative vote of "a majority of the outstanding voting
securities" of that Fund, as the quoted phrase is defined in the 1940
Act, determined in accordance with clause (iii) of the definition of
"MAJORITY SHAREHOLDER VOTE" in Section 1.4 hereof.
(e) VOTING. The Shareholders shall have the voting
rights set forth in or determined under Article VII hereof.
(f) REDEMPTION BY SHAREHOLDER. Each holder of Shares of a
particular Fund shall have the right at such times as may be permitted
by the Trust, but no less frequently than once a week, to require the
Trust to redeem all or any part of his Shares of that Fund at a
redemption price equal to the net asset value per Share of that Fund
next determined in accordance with subsection (h) of this Section 6.2
after the Shares are properly tendered for redemption; PROVIDED that
the Trustees may from time to time, in their discretion, determine and
impose a fee for such redemption. Payment of the redemption price shall
be in cash; PROVIDED, HOWEVER, that if the Trustees determine, which
determination shall be conclusive, that conditions exist which make
payment wholly in cash unwise or undesirable, the Trust may
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make payment wholly or partly in Securities or other assets belonging
to such Fund at the value of such Securities or assets used in such
determination of net asset value. Notwithstanding the foregoing, the
Trust may postpone payment of the redemption price and may suspend the
right of the holders of Shares of any Fund to require the Trust to
redeem Shares of that Fund during any period or at any time when and to
the extent permissible under the 1940 Act.
(g) REDEMPTION AT THE OPTION OF THE TRUST. Each Shares of any
Fund shall be subject to redemption at the option of the Trust at the
redemption price which would be applicable if such Share were then
being redeemed by the Shareholder pursuant to subsection (f) of this
Section 6.2: (i) at any time, if the Trustees determine in their sole
discretion that failure to so redeem may have materially adverse
consequences to the holders of the Shares of the Trust or of any Fund,
or (ii) upon such other conditions with respect to maintenance of
Shareholder accounts of a minimum amount as may from time to time be
determined by the Trustees and set forth in the then current Prospectus
of such Fund. Upon such redemption the holders of the Shares so
redeemed shall have no further right with respect thereto other than to
receive payment of such redemption price.
(h) NET ASSET VALUE. The net asset value per Share of any Fund
at any time shall be the quotient obtained by dividing the value of the
net assets of such Fund at such time (being the current value of the
assets belonging to such Fund, less its then existing liabilities) by
the total number of Shares of that Fund then outstanding, all
determined i accordance with the methods and procedures, including
without limitation those with respect to rounding, established by the
Trustees from time to time. The Trustees may determine to maintain the
net asset value per Share of any Fund at a designated constant dollar
amount and in connection therewith may adopt procedures not
inconsistent with the 1940 Act for the continuing declaration of income
attributable to that Fund as dividends payable in additional Shares of
that Fund at the designated constant dollar amount and for the handling
of any losses attributable to that Fund. Such procedures may provide
that in the event of any loss each Shareholder shall be deemed to have
contributed to the shares of beneficial interest account of that Fund
his pro rata portion of the total number of Shares required to be
cancelled in order to permit the net asset value per share of that Fund
to be maintained, after reflecting such loss, at the designated
constant dollar amount. Each Shareholder of the Trust shall be deemed
to have expressly agreed, by his investment in any Fund with respect to
which the Trustees shall have adopted any such procedure, to make
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the contribution referred to in the preceding sentence in
the event of any such loss.
(i) TRANSFER. All Shares of each particular Fund shall be
transferable, but transfers of Shares of a particular Fund will be
recorded on the Share transfer records of the Trust applicable to that
Fund only at such times as Shareholders shall have the right to require
the Trust to redeem Shares of that Fund and at such other times as may
be permitted by the Trustees.
(j) EQUALITY. All Shares of each particular Fund shall
represent an equal proportionate interest in the assets belonging to
that Fund (subject to the liabilities of that Fund), and each Share of
any particular Fund shall be e1ual to each other Share thereof; but the
provisions of this sentence shall not restrict any distinctions
permissible under subsection (c) of this Section 6.2 that may exist
with respect to dividends and distributions on Shares of the same Fund.
The Trustees may from time to time divide or combine the Shares of any
particular Fund into a greater or lesser number of Shares of that Fund
without thereby changing the proportionate beneficial interest in the
assets belonging to that Fund or in any way affecting the rights of the
holders of Shares of any other Fund.
(k) RIGHTS OF FRACTIONAL SHARES. Any fractional Share of any
Series shall carry proportionately all the rights and obligations of a
whole Share of that Series, including rights and obligations with
respect to voting, receipt of dividends and distributions, redemption
of Shares, and liquidation of the Trust or of the Fund to which they
pertain.
(l) CONVERSION RIGHTS. Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority to
provide that holders of Shares of any Fund shall have the right to
convert said Shares into Shares of one or more other Funds in
accordance with such requirements and procedures as the Trustees may
establish.
Section 6.3 OWNERSHIP OF SHARES. The ownership of Shares shall
be recorded on the books of the Trust or of a Transfer Agent or similar agent
for the Trust, which books shall be maintained separately for the Shares of each
Series that has been authorized. Certificates evidencing the ownership of Shares
need not be issued except as the Trustees may otherwise determine from time to
time, and the Trustees shall have power to call outstanding Share certificates
and to replace them with book entries. The Trustees may make such rules as they
consider appropriate for the issuance of Share certificates, the use of
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facsimile signatures, the transfer of Shares and similar matters. The record
books of the Trust as kept by the Trust or any Transfer Agent or similar agent,
as the case may be, shall be conclusive as to who are the Shareholders and as to
the number of Shares of each Fund held from time to time by each such
Shareholder.
The holders of Shares of each Fund shall upon demand disclose to the
Trustees in writing such information with respect to their direct and indirect
ownership of Shares of such Fund as the Trustees deem necessary to comply with
the provisions of the Internal Revenue Code, or to comply with the requirements
of any other authority.
Section 6.4 INVESTMENTS IN THE TRUST. The Trustees may accept investments
in any Fund of the Trust from such Persons and on such terms and for such
consideration, not inconsistent with the provisions of the 1940 Act, as they
from time to time authorize. The Trustees may authorize any Distributor,
Principal Underwriter, Custodian, Transfer Agent or other Person to accept
orders for the purchase of Shares that conform to such authorized terms and to
reject any purchase orders for Shares, whether or not conforming to such
authorized terms.
Section 6.5 NO PREEMPTIVE RIGHTS. No Shareholder, by virtue of holding
Shares of any Fund, shall have any preemptive or other right to subscribe to any
additional Shares of that Fund, or to any shares of any other Fund, or any other
Securities issued by the Trust.
Section 6.6 STATUS OF SHARES. Every Shareholder, by virtue of having become
a Shareholder, shall be held to have expressly assented and agreed to the terms
hereof and to have become a party hereto. Shares shall be deemed to be personal
property, giving only the rights provided herein. Ownership of Shares shall not
entitled the Shareholder to any title in or to the whole or any part of the
Trust Property or right to call for a partition or division of the same or for
an accounting, nor shall the ownership of Shares constitute the Shareholders
partners. The death of a Shareholder during the continuance of the Trust shall
not operate to terminate the Trust or any Fund, nor entitle the representative
of any deceased Shareholder to an accounting or to take any action in court or
elsewhere against the Trust or the Trustees, but only to the rights of said
decedent under this Declaration of Trust.
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ARTICLE VII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 7.1 VOTING POWERS. The Shareholders shall have power to vote only
(i) for the election or removal of Trustees as provided in Sections 4.1(c) and
(e) hereof, (ii) with respect to the approval or termination in accordance with
the 1940 Act of any contract with a Contracting Party as provided in Section 5.2
hereof as to which Shareholder approval is required by the 1940 Act, (iii) with
respect to any termination or reorganization of the Trust or any Fund to the
extent and as provided in Sections 9.1 and 9.2 hereof, (iv) with respect to any
amendment of this Declaration of Trust to the extent and as provided in Section
9.3 hereof, (v) to the same extent as the stockholders of a Massachusetts
business corporation as to whether or not a court action, proceeding or claim
should or should not be brought or maintained derivatively or as a class action
on behalf of the Trust or any Fund, or the Shareholders of any of them
(PROVIDED, HOWEVER, that a Shareholder of a particular Fund shall not in any
event be entitled to maintain a derivative or class action on behalf of any
other Fund or the Shareholders thereof), and (vi) with respect to such
additional matters relating to the Trust as may be required by the 1940 Act,
this Declaration of Trust, the Bylaws or any registration of the Trust with the
Commission (or any successor agency) or any State, or as the Trustees may
consider necessary or desirable. If and to the extent that the Trustees shall
determine that such action is required by law, they shall cause each matter
required or permitted to be voted upon at a meeting or by written consent of
Shareholders to be submitted to a separate vote of the outstanding Shares of
each Fund entitled to vote thereon; PROVIDED that (i) when expressly required by
this Declaration or by the 1940 Act, actions of Shareholders shall be taken by
Single Class Voting of all outstanding Shares of each Series whose holders are
entitled to vote thereon; and (ii) when the Trustees determine that any matter
to be submitted to a vote of Shareholders affects only the rights or interests
of Shareholders of one or more but not all Funds, then only the Shareholders of
the Funds so affected shall be entitled to vote thereon.
Section 7.2 NUMBER OF VOTES AND MANNER OF VOTING; PROXIES. On each matter
submitted to a vote of the Shareholders, each holder of Shares of any Series
shall be entitled to a number of votes equal to the number of Shares of such
Series standing in his name on the books of the Trust. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in person or
by proxy. A proxy with respect to Shares held in the name of two (2) or more
Persons shall be valid if executed by any one of them unless at or prior to
exercise of the proxy the Trust receives a specific written notice to the
contrary from any one
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of them. A proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and may take any
action required by law, this Declaration of Trust or the Bylaws to be taken by
Shareholders.
Section 7.3 MEETINGS. Meetings of Shareholders may be called by the
Trustees from time to time for the purpose of taking action upon any matter
requiring the vote or authority of the Shareholders as herein provided, or upon
any other matter deemed by the Trustees to be necessary or desirable. Written
notice of any meeting of Shareholders shall be given or caused to be given by
the Trustees by mailing such notice at least ten (10) days before such meeting,
postage prepaid, stating the time, place and purpose of the meeting, to each
Shareholder at the Shareholder's address as it appears on the records of the
Trust. The Trustees shall promptly call and give notice of a meeting of
Shareholders for the purpose of voting upon removal of any Trustee of the Trust
when requested to do so in writing by Shareholders holding not less than ten
percent (10%) of the Shares then outstanding. If the Trustees shall fail to call
or give notice of any meeting of Shareholders for a period of thirty (30) days
after written application by Shareholders holding at least ten percent (10%) of
the Shares then outstanding requesting that a meeting be called for any other
purpose requiring action by the Shareholders as provided herein or in the
Bylaws, then Shareholders holding at least ten percent (10%) of the Shares then
outstanding may call and give notice of such meeting, and thereupon the meeting
shall be held in the manner provided for herein in case of call thereof by the
Trustees.
Section 7.4 RECORD DATES. For the purpose of determining the Shareholders
who are entitled to vote or act at any meeting or any adjournment thereof, or
who are entitled to participate in any dividend or distribution, or for the
purpose of any other action, the Trustees may from time to time close the
transfer books for such period, not exceeding thirty (30) days (except at or in
connection with the termination of the Trust), as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date and time not more
than ninety (90) days prior to the date of any meeting of Shareholders or other
action as the date and time of record for the determination of Shareholders
entitled to vote at such meeting or any adjournment thereof or to be treated as
Shareholders of record for purposes of such other action, and any Shareholder
who was a Shareholder at the date and time so fixed shall be entitled to vote at
such meeting or any adjournment thereof or to be treated as a Shareholder of
record for purposes of such other action, even though he has since that date and
time disposed of his
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Shares, and no Shareholder becoming such after that date and time shall be so
entitled to vote at such meeting or any adjournment thereof or to be treated as
a Shareholder of record for purposes of such other action.
Section 7.5 QUORUM AND REQUIRED VOTE. Thirty percent (30%) of the Shares
entitled to vote shall be a quorum for the transaction of business at a
Shareholders' meeting, but any lesser number shall be sufficient for
adjournments. Any adjourned session or sessions may be held within a reasonable
time after the date set for the original meeting without the necessity of
further notice. A Majority Shareholder Vote at a meeting at which a quorum is
present shall decide any question, except when a different vote is required or
permitted by any provision of the 1940 Act or other applicable law or by this
Declaration of Trust or the Bylaws, or when the Trustees shall in their
discretion require a larger vote or the vote of a majority or larger fraction of
the Shares of one or more particular Series.
Section 7.6 ACTION BY WRITTEN CONSENT. Subject to the provisions of the
1940 Act and other applicable law, any action taken by Shareholders may be taken
without a meeting if Shareholders who held at least thirty percent (30%) of the
Shares entitled to vote on the matter (or such larger proportion thereof or of
the Shares of any particular Series as shall be required by the 1940 Act or by
any express provision of this Declaration of Trust or the Bylaws or as shall be
permitted by the Trustees) consent to the action in writing and if the writings
in which such consent is given are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as a vote taken at
a meeting of Shareholders.
Section 7.7 INSPECTION OF RECORDS. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted stockholders of
a Massachusetts business corporation under the Massachusetts Business
Corporation Law.
Section 7.8 ADDITIONAL PROVISIONS. The Bylaws may include further
provisions for Shareholders' votes and meetings and related matters not
inconsistent with the provisions hereof.
ARTICLE VIII
LIMITATION OF LIABILITY; INDEMNIFICATION
Section 8.1 TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE. The
Trustees and officers of the Trust, in incurring any debts, liabilities or
obligations, or in limiting or omitting any other actions for or in connection
with
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the Trust, are or shall be deemed to be acting as Trustees or officers of the
Trust and not in their own capacities. No Shareholder shall be subject to any
personal liability whatsoever in tort, contract or otherwise to any other Person
or Persons in connection with the assets or the affairs of the Trust or of any
Fund, and subject to Section 8.4 hereof, no Trustee, officer, employee or agent
of the Trust shall be subject to any personal liability whatsoever in tort,
contract, or otherwise, to any other Person, or Persons in connection with the
assets or affairs of the Trust or of any Fund, save only that arising from his
own willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office or the discharge of his
functions. The Trust (of if the matter relates only to a particular Fund, that
Fund) shall be solely liable for any and all debts, claims, demands, judgments,
decrees, liabilities or obligations of any and every kind, against or with
respect to the Trust or such Fund in tort, contract or otherwise in connection
with the assets or the affairs of the Trust or such Fund, and all Persons
dealing with the Trust or any Fund shall be deemed to have agreed that resort
shall be had solely to the Trust Property of the Trust or the Fund Assets of
such Fund, as the case may be, for the payment or performance thereof.
The Trustees shall use their best efforts to ensure that every note, bond,
contract, instrument, certificate, or undertaking made or issued by the Trustees
or by any officers or officer shall give notice that this Declaration of Trust
is on file with the Secretary of the Commonwealth of Massachusetts and shall
recite to the effect that the same was executed or made by or on behalf of the
Trust or by them as Trustees or Trustee or as officers or officer, and not
individually, and that the obligations of such instrument are not binding upon
any of them or the Shareholders individually but are binding only upon the
assets and property of the Trust, or the particular Fund in question, as the
case may be, but the omission thereof shall not operate to bind any Trustees or
Trustee or officers or officer or Shareholders or Shareholder individually, or
to subject the Fund Assets of any Fund to the obligations of any other Fund.
Section 8.2 TRUSTEES' GOOD FAITH ACTION; EXPERT ADVICE; NO BOND OR SURETY.
The exercise by the Trustees of their powers and discretions hereunder shall be
binding upon everyone interested. Subject to Section 8.4 hereof, a Trustee shall
be liable for his own willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the office of the
Trustee, and for nothing else, and shall not be liable for errors of judgment or
mistakes of fact or law. Subject to the foregoing, (i) the Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any officer,
agent, employee, consultant, Investment Adviser,
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Administrator, Distributor or Principal Underwriter, Custodian or Transfer
Agent, Dividend Disbursing Agent, Shareholder Servicing Agent or Accounting
Agent of the Trust, nor shall any Trustee be responsible for the act or omission
of any other Trustee; (ii) the Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Declaration of Trust
and their duties as Trustees, and shall be under no liability for any act or
omission in accordance with such advice or for failing to follow such advice;
and (iii) in discharging their duties, the Trustees, when acting in good faith,
shall be entitled to rely upon the books of account of the Trust and upon
written reports made to the Trustees by any officer appointed by them, any
independent public accountant, and (with respect to the subject matter of the
contract involved) any officer, partner or responsible employee of a Contracting
Party appointed by the Trustees pursuant to Section 5.2 hereof. The Trustees as
such shall not be required to give any bond or surety or any other security for
the performance of their duties.
Section 8.3 INDEMNIFICATION OF SHAREHOLDERS. If any Shareholder (or former
Shareholder) of the Trust shall be charged or held to be personally liable for
any obligation or liability of the Trust solely by reason of being or having
been a Shareholder and not because of such Shareholder's acts or omissions or
for some other reason, the Trust shall assume the defense against such charge
and satisfy any judgment thereon, and the Shareholder or former Shareholder (or
the heirs, executors, administrators or other legal representatives thereof, or
in the case of a corporation or other entity, its corporate or other general
successor) shall be entitled (but solely out of the assets of the Fund of which
such Shareholder or former Shareholder is or was the holder of Shares) to b held
harmless from and indemnified against all loss and expense arising from such
liability.
Section 8.4 INDEMNIFICATION OF TRUSTEES, OFFICERS, ETC. Subject to the
limitations set forth hereinafter in this Section 8.4, the Trust shall indemnify
(from the assets of the Fund or Funds to which the conduct in question relates)
each of its Trustees and officers (including Persons who serve at the Trust's
request as directors, officers or trustees of another organization in which the
Trust has any interest as a shareholder, creditor or otherwise [hereinafter,
together with such Person's heirs, executors, administrators or personal
representative, referred to as a "COVERED PERSON"]) against all liabilities,
including but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and expenses, including reasonable
accountants' and counsel fees, incurred by any Covered Person in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, before any court or
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administrative or legislative body, in which such Covered Person may be or my
have been involved as a party or otherwise or with which such Covered Person may
be or may have been threatened, while in office or thereafter, by reason of
being or having been such a Trustee or officer, director or trustee, except with
respect to any matter as to which it has been determined that such Covered
Person (i) did not act in good faith in the reasonable belief that such Covered
Person's action was in or not opposed to the best interests of the Trust or (ii)
had acted with willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office
(either and both of the conduct described in (i) and (ii) being referred to
hereafter as "DISABLING CONDUCT"). A determination that the Covered Person is
entitled to indemnification may be made by (i) a final decision on the merits by
a court or other body before whom the proceeding was brought that the Covered
Person to be indemnified was not liable by reason of Disabling Conduct, (ii)
dismissal of a court action or an administrative proceeding against a Covered
Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable
determination, based upon a review of the facts, that the indemnitee was not
liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of
Trustees who are neither "interested persons" of the Trust as defined in Section
2(a) (19) of the 1940 Act nor parties to the proceeding, or (b) an independent
legal counsel in a written opinion. Expenses, including accountants' and counsel
fees so incurred by any such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines or penalties), may be paid
from time to time by the Fund or Funds to which the conduct in question related
in advance of the final disposition of any such action, suit or proceeding;
PROVIDED that the Covered Person shall have undertaken to repay the amounts so
paid to such Fund or Funds if it is ultimately determined that indemnification
of such expenses is not authorized under this Article VIII and (i) Covered
Person shall have provided security for such undertaking, (ii) the Trust shall
be insured against losses arising by reason of any lawful advances, or (iii) a
majority of a quorum of the disinterested Trustees, or an independent legal
counsel in a written opinion, shall have determined, based on a review of
readily available facts (as opposed to a full trial-type inquiry), that there is
reason to believe that the Covered Person ultimately will be found entitled to
indemnification.
Section 8.5 COMPROMISE PAYMENT. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 8.4 hereof,
pursuant to a consent decree or otherwise, such indemnification for said payment
and for any other expenses shall be provided if such indemnification shall be
approved (i) by a majority of a quorum of the disinterested Trustees or (ii) by
an independent legal counsel in
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a written opinion. Approval by the Trustees pursuant to clause (i) or by
independent legal counsel pursuant to clause (ii) shall not prevent the recovery
from any Covered Person of any amount paid to such Covered Person in accordance
with either of such clauses as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that such Covered Person's action was in
or not opposed to the best interests of the Trust or to have been liable to the
Trust or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
Covered Person's office.
Section 8.6 INDEMNIFICATION NOT EXCLUSIVE, ETC. The right of
indemnification provided by this Article VIII shall not be exclusive of or
affect any other rights to which any such Covered Person may be entitled. As
used in this Article VIII, a "DISINTERESTED" Person is one against whom none of
the actions, suits or other proceedings in question, and no other action, suit
or other proceeding on the same or similar grounds is then or has been pending
or threatened. Nothing contained in this Article VIII shall affect any rights to
indemnification to which personnel of the Trust, other than Trustees and
officers, and other Persons may be entitled by contract or otherwise under law,
nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such Person.
Section 8.7 LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of ny payments made or property transferred to the Trust or upon its
order.
ARTICLE IX
DURATION; REORGANIZATION; AMENDMENTS
Section 9.1 DURATION AND TERMINATION OF TRUST. Unless terminated as
provided herein, the Trust shall continue without limitation of time and,
without limiting the generality of the foregoing, no change, alteration or
modification with respect to any Fund or Series of Shares shall operate to
terminate the Trust. The Trust may be terminated at any time by a Majority of
the Trustees, subject to the favorable vote of the holders of not less than a
majority of the Shares outstanding and entitled to vote of each Fund of the
Trust, or by an instrument or instruments in writing without a meeting,
consented to by the holders of not less than a majority of such Shares, or by
such greater or different vote of Shareholders of any Series as may be
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established by the Certificate of Designation by which such Series was
authorized. Upon termination, after paying or otherwise providing for all
charges, taxes, expenses and liabilities, whether due or accrued or anticipated
as may be determined by the Trustees, the Trust shall, in accordance with such
procedures as the Trustees consider appropriate, reduce the remaining assets to
distributable form in cash, Securities or other property, or any combination
thereof, and distribute the proceeds to the Shareholders, in conformity with the
provisions of Section 6.2(d) hereof.
Section 9.2 REORGANIZATION. The Trustees may sell, convey and transfer all
or substantially all of the assets of the Trust, or the assets belonging to any
one or more Funds, to another Trust, partnership, association or corporation
organized under the laws of any State of the United States, or may transfer such
assets to another Fund of the Trust, in exchange for cash, Shares or other
Securities (including, in the case of a transfer to another Fund of the Trust,
Shares of such other Fund), or to the extent permitted by law then in effect may
merge or consolidate the Trust or any Fund with any other trust or any
corporation, partnership, or association organized under the laws of any State
of the United States, all upon such terms and conditions and for such
consideration when and as authorized by vote or written consent of a Majority of
the Trustees and approved by the affirmative vote of the holders of not less
than a majority of the Shares outstanding and entitled to vote of each Fund
whose assets are affected by such transaction, or by an instrument or
instruments in writing without a meeting, consented to by the holders of not
less than a majority of such Shares, and/or by such other vote of any Series as
may be established by the Certificate of Designation with respect to such
Series. Following such transfer, the Trustees shall distribute the cash, Shares
or other Securities or other consideration received in such transaction (giving
due effect to the assets belonging to and indebtedness of, and any other
differences among, the various Funds of which the assets have so been
transferred) among the Shareholders of the Fund of which the assets have been so
transferred; and if all of the assets of the Trust have been so transferred, the
Trust shall be terminated. Nothing in this Section 9.2 shall be construed as
requiring approval of Shareholders for the Trustees to organize or assist in
organizing one or more corporations, trusts, partnerships, associations or other
organizations, and to sell, convey or transfer less than substantially all of
the Trust Property or the assets belonging to any Fund to such organizations or
entities.
Section 9.3 AMENDMENTS; ETC. All rights granted to the Shareholders under
this Declaration of Trust are granted subject to the reservation of the right to
amend this Declaration of Trust as herein provided, except that no amendment
shall
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repeal the limitations on personal liability of any Shareholder or Trustee or
the prohibition of assessment upon the Shareholders (otherwise than as permitted
under Section 6.2(h)) without the express consent of each Shareholder or Trustee
involved. Subject to the foregoing, the provisions of this Declaration of Trust
(whether or not related to the rights of Shareholders) may be amended at any
time, so long as such amendment does not adversely affect the rights of any
Shareholder with respect to which such amendment is or purports to be applicable
and so long as such amendment is not in contravention of applicable law,
including the 1940 Act, by an instrument in writing signed by a Majority of the
Trustees (or by an officer of the Trust pursuant to the vote of a Majority of
the Trustees). Any amendment to this Declaration of Trust that adversely affects
the rights of all Shareholders may be adopted at any time by an instrument in
writing signed by a Majority of the Trustees (or by an officer of the Trust
pursuant to a vote of a Majority of the Trustees) when authorized to do so by
the vote in accordance with Section 7.1 hereof of Shareholders holding a
majority of all the Shares outstanding and entitled to vote, without regard to
Series, or if said amendment adversely affects the rights of the Shareholders of
less than all of the Funds, by the vote of the holders of a majority of all the
Shares entitled to vote of each Fund so affected. Subject to the foregoing, any
such amendment shall be effective when the instrument containing the terms
thereof and a certificate (which may be a part of such instrument) to the effect
that such amendment has been duly adopted, and setting forth the circumstances
thereof, shall have been executed and acknowledged by a Trustee or officer of
the Trust and filed as provided in Section 9.4 hereof.
Section 9.4 FILING OF COPIES OF DECLARATION AND AMENDMENTS. The original or
a copy of this Declaration and of each amendment hereto (including each
Certificate of Designation and Certificate of Termination), as well as the
certificates called for by Section 4.1(k) hereof as to changes in the Trustees,
shall be kept at the office of the Trust where it may be inspected by any
Shareholder, and one copy of each such instrument shall be filed with the
Secretary of The Commonwealth of Massachusetts, as well as with any other
governmental office where such filing may from time to time be required by the
laws of Massachusetts. A restated Declaration, integrating into a single
instrument all of the provisions of this Declaration which are then in effect
and operative, may be executed from time to time by a Majority of the Trustees
and shall, upon filing with the Secretary of The Commonwealth of Massachusetts,
be conclusive evidence of all amendments contained therein and may thereafter be
referred to in lieu of the original Declaration and the various amendments
thereto.
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ARTICLE X
MISCELLANEOUS
Section 10.1 GOVERNING LAW. This Declaration of Trust is executed and
delivered in The Commonwealth of Massachusetts and with reference to the laws
thereof, and the rights of all parties and the construction and effect of every
provision hereof shall be subject to and construed according to the laws of said
Commonwealth.
Section 10.2 COUNTERPARTS. This Declaration of Trust and any amendment
hereto may be simultaneously executed in several counterparts, each of which so
executed shall be deemed to be an original, and such counterparts, together,
shall constitute but one and the same instrument, which shall be sufficiently
evidenced by any such original counterpart.
Section 10.3 RELIANCE BY THIRD PARTIES. Any certificate executed by an
individual who, according to the records in the office of the Secretary of The
Commonwealth of Massachusetts appears to be a Trustee hereunder, certifying to:
(a) the number or identity of Trustees or Shareholders, (b) the due
authorization of the execution of any instrument or writing, (c) the form of any
vote passed at a meeting of Trustees or Shareholders, (d) the fact that the
number of Trustees or Shareholders present at any meeting or executing any
written instrument satisfies the requirements of this Declaration of Trust, (e)
the form of any Bylaw adopted, or the identity of any officers elected, by the
Trustees, or (f) the existence or non existence of any fact or facts which in
any manner relate to the affairs of the Trust, shall be conclusive evidence as
to the matters so certified in favor of any Person dealing with the Trustees, or
any of them, and the Successors of such Person.
Section 10.4 REFERENCES; HEADINGS. The masculine gender shall include the
feminine and neuter genders. Headings are placed herein for convenience of
reference only and shall not be taken as a part of this Declaration or control
or affect the meaning, construction or effect hereof.
Section 10.5 PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.
(a) The provisions of this Declaration are severable, and if
the Trustees shall determine, with the advice of counsel, that any of
such provisions is in conflict with requirements of the 1940 Act, would
be inconsistent with any of the conditions necessary for qualification
of the Trust as a regulated investment company under the United States
Internal Revenue Code or is inconsistent with other
-42-
applicable laws and regulations, such provision shall be deemed never
to have constituted a part of this Declaration, PROVIDED that such
determination shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or omitted
prior to such determination.
(b) If any provision of this Declaration shall be held invalid
or unenforceable in any jurisdiction, such validity 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 in any jurisdiction.
Section 10.6 USE OF THE NAME "JANUS." Janus Capital Corporation ("JANUS")
has consented to the use by the Trust and by each Fund and each Series thereof
to the identifying work "Janus" in the name of the Trust and of each Fund and
Series Thereof. Such consent is conditioned upon the Trust's employment of Janus
as investment adviser to the Trust and to each Fund and each Series thereof. As
between Janus and the Trust, Janus shall control the use of such name insofar as
such name contains the identifying work "Janus." Janus may from time to time use
the identifying work "Janus" in other connections and for other purposes,
including without limitation in the names of other investment companies,
corporations or businesses that it may manage, advise, sponsor or own or in
which it may have a financial interest. Janus may require the Trust or any Fund
or Series thereof to cease using the identifying work "Janus" in the name of the
Trust or any Fund or any Series thereof if the Trust or any Fund or Series
thereof ceases to employ Janus or a subsidiary or affiliate thereof as
investment adviser.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal, for
himself and his assigns, and has thereby accepted the Trusteeship as the Initial
Trustee of Janus Trust hereby granted and agreed to the provisions hereof, all
as of the day and year first above written.
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
The undersigned Settlor of Janus Trust, hereby accepts, approves and
authorizes the foregoing Agreement and Declaration of Trust of Janus Trust.
Dated: February 11, 1986
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
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ACKNOWLEDGMENTS
M A S S A C H U S E T T S
Suffolk, ss: February 11, 1986
Then personally appeared the above named Xxxxxx X. Xxxxxxx and
acknowledged the foregoing instrument to be his free act and deed.
Before me,
/s/ Xxxxxxx X. XxXxxxxx
Notary Public
My Commission Expires: January 22, 1993
M A S S A C H U S E T T S
Suffolk, ss: February 11, 1986
Then personally appeared the above named Xxxxx X. Xxxxx and
acknowledged the foregoing instrument to be his free act and deed.
Before me,
/s/ Xxxxxxx X. XxXxxxxx
Notary Public
My Commission Expires: January 22, 1993
-44-
ACCEPTANCE OF TRUSTS
The undersigned Xxxxxx X. Xxxxxx, of Lexington, Massachusetts, having
been duly appointed a Trustee of Janus Investment Fund, does hereby accept the
trust established under the Agreement and Declaration of Trust between Xxxxx X.
Xxxxx, of Brookline, Massachusetts, as Settlor, and Xxxxxx X. Xxxxxxx, of
Boston, Massachusetts, under which such Trust has been established, and does
agree faithfully to perform the duties of a Trustee of Janus Investment Fund in
accordance with the terms of such Agreement and Declaration of Trust, to the
best of his ability.
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
STATE OF MASSACHUSETTS)
:
COUNTY OF MIDDLESEX )
On this 7th day of March, 1986, before me personally came Xxxxxx X.
Xxxxxx, to me known, and known to me to be the person described in and who
executed the foregoing Acceptance of Trusts, and acknowledged that he had
executed the same as his free act and deed.
/s/______________________
Notary Public
My Commission Expires: August 20, 1987
ACCEPTANCE OF TRUSTS
The undersigned Xxxx X. Xxx, of Colorado Springs, Colorado, having been
duly appointed a Trustee of Janus Investment Fund, does hereby accept the trust
established under the Agreement and Declaration of Trust between Xxxxx X. Xxxxx,
of Brookline, Massachusetts, as Settlor, and Xxxxxx X. Xxxxxxx, of Boston,
Massachusetts, under which such Trust has been established, and does agree
faithfully to perform the duties of a Trustee of Janus Investment Fund in
accordance with the terms of such Agreement and Declaration of Trust, to the
best of his ability.
/s/ Xxxx X. Xxx
Xxxx X. Xxx
STATE OF COLORADO)
:
COUNTY OF EL PASO)
On this 19th day of February, 1986, before me personally came Xxxx X.
Xxx, to me known, and known to me to be the person described in and who executed
the foregoing Acceptance of Trusts, and acknowledged that he had executed the
same as his free act and deed.
/s/ Xxxxxxxx X. Xxxxxxxx
Notary Public
My Commission Expires: 3/3/88
0000 Xxxxxx Xxxx X.
Xxxxxxxx Xxxxxxx, XX 00000
ACCEPTANCE OF TRUSTS
The undersigned Xxxxxx X. Xxxxxx, of Scottsdale, Arizona, having been
duly appointed a Trustee of Janus Investment Fund, does hereby accept the trust
established under the Agreement and Declaration of Trust between Xxxxx X. Xxxxx,
of Brookline, Massachusetts, as Settlor, and Xxxxxx X. Xxxxxxx, of Boston,
Massachusetts, under which such Trust has been established, and does agree
faithfully to perform the duties of a Trustee of Janus Investment Fund in
accordance with the terms of such Agreement and Declaration of Trust, to the
best of his ability.
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
STATE OF ARIZONA )
:
COUNTY OF MARICOPA)
On this 20th day of February, 1986, before me personally came Xxxxxx X.
Xxxxxx, to me known, and known to me to be the person described in and who
executed the foregoing Acceptance of Trusts, and acknowledged that he had
executed the same as his free act and deed.
/s/
Notary Public
My Commission Expires: April 26, 1989
ACCEPTANCE OF TRUSTS
The undersigned Xxxx X. Xxxxxxxxxx, of Denver, Colorado, having been
duly appointed a Trustee of Janus Investment Fund, does hereby accept the trust
established under the Agreement and Declaration of Trust between Xxxxx X. Xxxxx,
of Brookline, Massachusetts, as Settlor, and Xxxxxx X. Xxxxxxx, of Boston,
Massachusetts, under which such Trust has been established, and does agree
faithfully to perform the duties of a Trustee of Janus Investment Fund in
accordance with the terms of such Agreement and Declaration of Trust, to the
best of his ability.
/s/ Xxxx X. Xxxxxxxxxx
Xxxx X. Xxxxxxxxxx
STATE OF COLORADO)
:
COUNTY OF DENVER )
On this 24th day of February, 1986, before me personally came Xxxx X.
Xxxxxxxxxx, to me known, and known to me to be the person described in and who
executed the foregoing Acceptance of Trusts, and acknowledged that he had
executed the same as his free act and deed.
/s/ Xxxxxx X. Xxxxx
Notary Public
My Commission Expires: September 9, 198_
ACCEPTANCE OF TRUSTS
The undersigned Xxxxxxx X. Xxxxxxx, of Boulder, Colorado, having been
duly appointed a Trustee of Janus Investment Fund, does hereby accept the trust
established under the Agreement and Declaration of Trust between Xxxxx X. Xxxxx,
of Brookline, Massachusetts, as Settlor, and Xxxxxx X. Xxxxxxx, of Boston,
Massachusetts, under which such Trust has been established, and does agree
faithfully to perform the duties of a Trustee of Janus Investment Fund in
accordance with the terms of such Agreement and Declaration of Trust, to the
best of his ability.
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
STATE OF COLORADO)
:
COUNTY OF BOULDER)
On this 27th day of February, 1986, before me personally came Xxxxxxx
X. Xxxxxxx, to me known, and known to me to be the person described in and who
executed the foregoing Acceptance of Trusts, and acknowledged that he had
executed the same as his free act and deed.
/s/ Xxxxxx X. Xxxxx
Notary Public
My Commission Expires: 4/19/86
ACCEPTANCE OF TRUSTS
The undersigned Xxxxxx X. Xxxxxxxxx, of Los Gatos, California, having
been duly appointed a Trustee of Janus Investment Fund, does hereby accept the
trust established under the Agreement and Declaration of Trust between Xxxxx X.
Xxxxx, of Brookline, Massachusetts, as Settlor, and Xxxxxx X. Xxxxxxx, of
Boston, Massachusetts, under which such Trust has been established, and does
agree faithfully to perform the duties of a Trustee of Janus Investment Fund in
accordance with the terms of such Agreement and Declaration of Trust, to the
best of his ability.
/s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
STATE OF CALIFORNIA )
:
COUNTY OF SANTA XXXXX)
On this 21st day of February, 1986, before me personally came Xxxxxx X.
Xxxxxxxxx, to me known, and known to me to be the person described in and who
executed the foregoing Acceptance of Trusts, and acknowledged that he had
executed the same as his free act and deed.
/s/ Xxxxxxx Xxxxxx
Notary Public
My Commission Expires: 11-28-86