<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Registration No. 811-_________
-----------------------
LA SALLE PARTNERS MASTER TRUST
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street
Baltimore, MD 21202
(Address of Principal Executive Office)
Registrant's Telephone Number, including Area Code: (410) 347-0600
William K. Morrill, Jr., President
LaSalle Partners Master Trust
100 East Pratt Street
Baltimore, MD 21202
(Name and Address of Agent for Service)
-----------------------
Copies to:
Alan C. Porter, Esq.
Piper & Marbury L.L.P.
1200 Nineteenth Street, N.W.
Washington, DC 20036
EXPLANATORY NOTE
This Registration Statement has been filed by the Registrant pursuant to
Section 8(b) of the Investment Company Act of 1940, as amended. Shares of
beneficial interest in the Registrant are not being registered under the
Securities Act of 1933, as amended (the "1933 Act"), since such shares will be
issued solely in private placement transactions which do not involve any "public
offering" within the meaning of Section 4(2) of the 1933 Act. Investments in
the Registrant may only be made by investment companies or certain other
entities which are "accredited investors" within the meaning of Regulation D
under the 1933 Act. This Registration Statement does not constitute an offer to
sell, or the solicitation of an offer to buy, any beneficial interests in the
Registrant.
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<PAGE>
LA SALLE PARTNERS MASTER TRUST
PART A
PROSPECTUS
January 6, 1998
RESPONSES TO ITEMS 1 THROUGH 3 HAVE BEEN OMITTED PURSUANT TO PARAGRAPH 4 OF
INSTRUCTION F OF THE GENERAL INSTRUCTIONS TO FORM N-1A.
Responses to certain Items required to be included in Part A of this
Registration Statement are incorporated by reference from the Registration
Statement of LaSalle Partners Funds, Inc. (the "Feeder") (File No. 811-08373),
as filed with the Securities and Exchange Commission (the "Commission") on
September 23, 1997, and as amended from time to time (the "Feeder's Registration
Statement"). Part A of the Feeder's Registration Statement (the "Feeder's Part
A") includes the prospectus of the Feeder.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT.
LaSalle Partners Master Trust (the "Trust") is an open-end diversified
management investment company, organized on September 19, 1997, as a business
trust under the laws of the State of Delaware. Under the Trust's Agreement and
Declaration of Trust, the Board of Trustees may establish separate "series" of
shares of beneficial interest, each of which would evidence interests in a
separate portfolio of securities. As of the date hereof, the Board of Trustees
has established and designated a single series of shares designated the U.S.
Real Estate Portfolio (the "Portfolio"). From time to time, other series may be
established and sold pursuant to other offering documents. As described below,
in the event additional series are established, as to certain matters, the
Trust's shareholders will vote together as a group and, as to others, they will
vote separately by series.
LaSalle Partners Real Estate Securities (the "Manager") serves as the
Portfolio's investment manager. For a detailed description of the Manager, see
the section entitled "Management -Investment Manager" in the Feeder's Part A.
Shares of beneficial interest in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Regulation D under the Securities Act of 1933, as amended (the "1933
Act"). Investments in the Portfolio may be made only by investment companies or
certain other entities which are "accredited investors" within the meaning of
Regulation D under the 1933 Act. This Registration Statement does not constitute
an offer to sell, or the solicitation of an offer to buy, any "security" within
the meaning of the 1933 Act.
Information on the Portfolio's investment objectives, the kinds of
securities in which the Trust principally invests, other investment practices of
the Portfolio and risk factors associated with investments in the Portfolio is
incorporated herein by reference from the sections entitled "Investment
Objectives and Policies" and "Risks To Consider" in the Feeder's Part A. A
description of certain securities and investment methods that the Portfolio may
invest in or use, and certain of the risks associated with such securities and
investment methods, is incorporated herein by reference from the sections
entitled "Investment Objectives and Policies," "Risks To Consider" and
"Investment Restrictions" in the Feeder's Part A. Additional investment
policies, practices and restrictions relating to the Portfolio's investment
program are described in Part B of this Registration Statement.
<PAGE>
ITEM 5. MANAGEMENT OF THE TRUST.
A description of how the business of the Trust is managed is incorporated
by reference from the section entitled "Management" in the Feeder's Part A. The
following list identifies the specific sections and subsections of the Feeder's
Part A under which the information required by Item 5 of Form N-1A may be found.
Each listed subsection is incorporated herein by reference.
<TABLE>
<CAPTION>
Form N-1A Item No. Section Incorporated by Reference from Feeder's Part A
----------------- ------------------------------------------------------
<S> <C>
Item 5(a) Management
Item 5(b), (c) Management-Investment Manager
Item 5(d) Management-Administrator, -Distribution Arrangements
Item 5(f) Fees and Expenses
Item 5(g) Management-Portfolio Transactions
</TABLE>
PFPC Inc. (the "Transfer Agent"), located at 103 Bellevue Parkway,
Wilmington, Delaware 19809, serves as the transfer agent for the Trust.
ITEM 5A. MANAGEMENT'S DISCUSSION OF TRUST PERFORMANCE.
Not applicable.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
The Trust is organized as a business trust under the laws of the State of
Delaware. Investors in the Portfolio may be liable for obligations of the
Trust. However, the risk of an investor incurring financial loss on account of
such liability is limited to circumstances in which both inadequate insurance
existed and the Trust itself was unable to meet its obligations.
In the event that the Board of Trustees establishes more than one series of
shares in the Trust, all consideration received by the Trust for shares of a
particular series and all assets in which such consideration is invested will
belong to that series (subject only to the rights of creditors of the Trust) and
will be subject to the liabilities related thereto. The income attributable to,
and the expenses of, one series will be treated separately from those of any
other series. The Board of Trustees of the Trust has the authority to
establish, from time to time, new series without shareholder approval.
Shares in the Portfolio are not deposits or obligations of, or guaranteed
or endorsed by, any bank, and are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other government
agency. The net asset value of the shares of the Portfolio will fluctuate.
Unless otherwise required by the Investment Company Act of 1940, as amended
(the "1940 Act"), ordinarily it will not be necessary for the Trust to hold
annual meetings of shareholders. As a result, shareholders may not consider
each year the election of trustees or the appointment of independent auditors.
However, the holders of at least 10% of the shares outstanding and entitled to
vote may require the Trust to hold a special meeting of shares for purposes of
removing a trustee from office. Shareholders of the Portfolio may remove a
trustee by the affirmative vote of a majority of the Trust's outstanding voting
shares. In addition, the Board of Trustees will call a meeting of shareholders
for the purpose of electing trustees if, at any time, less than a majority of
the trustees then holding office have been elected by shareholders. Investments
in the Trust may not be transferred, but an investor may withdraw all or any
portion of its investment at any time at net asset value.
-2-
<PAGE>
Under the Trust's anticipated method of operation as a partnership for
federal income tax purposes, the Trust will not be subject to any income tax.
However, each investor in the Trust will be taxable on its share (as determined
in accordance with the governing instruments of the Trust) of the Trust's
ordinary income and capital gain in determining its federal income tax
liability. The determination of such share will be made in accordance with the
Internal Revenue Code of 1986, as amended, and regulations promulgated
thereunder.
Shareholder inquiries may be made by writing to the Trust at 100 East Pratt
Street, Baltimore, Maryland 21202, or by calling (410) 347-0600.
ITEM 7. PURCHASE OF SECURITIES BEING OFFERED.
Shares of beneficial interest in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolio may be
made only by investment companies or certain other entities which are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any "security" within the meaning of the 1933
Act.
Shares of the Portfolio are sold on a continuous basis at the net asset
value per share next determined after an order in proper form is received by the
Trust's transfer agent. The Portfolio's net asset value is determined as of the
close of regular trading hours on the New York Stock Exchange (normally 4:00
p.m., New York City time) on each business day. Net asset value per share of the
Portfolio is computed by dividing the value of the Portfolio's net assets (i.e.,
the value of its total assets less liabilities) by the total number of shares
outstanding. The Portfolio's investments are valued primarily on the basis of
market quotations or, where market quotations are not readily available, based
on fair value as determined in accordance with procedures established and
monitored by the Board of Trustees.
ITEM 8. REDEMPTION OR REPURCHASE.
An investor in the Portfolio may redeem all or any portion of its
investment on any business day at the net asset value next determined after a
redemption request in proper form is furnished by the investor to the Trust's
transfer agent. When a request is received in proper form, the Trust will redeem
shares at the next determined net asset value.
The Trust will make payment for all shares redeemed within five days after
receipt by the transfer agent of a redemption request in proper form, except as
provided by the rules of the Commission. Shares of the Portfolio may not be
transferred.
The right of any investor to receive payment with respect to any redemption
may be suspended or the payment of the redemption proceeds postponed during any
period in which the New York Stock Exchange is closed (other than weekends or
holidays) or trading on such Exchange is restricted or, to the extent otherwise
permitted by the 1940 Act, if an emergency exists.
ITEM 9. PENDING LEGAL PROCEEDINGS.
Not applicable.
-3-
<PAGE>
LA SALLE PARTNERS MASTER TRUST
PART B
STATEMENT OF ADDITIONAL INFORMATION
January 6, 1998
ITEM 10. COVER PAGE.
This Part B, which is not a prospectus, supplements and should be read in
conjunction with the current Part A of LaSalle Partners Master Trust (the
"Trust"), dated January 6, 1998, as it may be revised from time to time. To
obtain a copy of Part A of the Trust, please write to the Trust at 100 East
Pratt Street, Baltimore, Maryland 21202, or call (410) 347-0600.
Responses to certain Items required to be included in Part B of this
Registration Statement are incorporated herein by reference to the Feeder's
Registration Statement.
ITEM 11. TABLE OF CONTENTS.
<TABLE>
<CAPTION>
Page
----
<S> <C>
General Information and History
Investment Objectives and Policies
Management of the Trust
Control Persons and Principal Holders of Securities
Investment Advisory and Other Services
Brokerage Allocation and Other Practices
Capital Stock and Other Securities
Purchase, Redemption and Pricing of Securities
Tax Status
Underwriters
Calculations of Performance Data
Financial Statements
</TABLE>
ITEM 12. GENERAL INFORMATION AND HISTORY.
Not applicable.
ITEM 13. INVESTMENT OBJECTIVES AND POLICIES.
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE INFORMATION SET FORTH UNDER ITEM 4 IN PART A:
Information on the fundamental and non-fundamental investment policies and
restrictions of the Portfolio, the types of securities bought and investment
techniques used by the Portfolio, and certain risks attendant thereto, as well
as other information on the Portfolio's investment program, is incorporated
herein by reference to the sections entitled "Investment Policies and Practices"
and "Investment Restrictions" in the Feeder's Part B.
<PAGE>
ITEM 14. MANAGEMENT OF THE TRUST.
Trustees and officers of the Trust, together with information as to their
principal business occupations during at least the last five years, are shown
below. Each trustee who is an "interested person" of the Trust, as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"), is indicated by
an asterisk (*).
<TABLE>
<CAPTION>
Name, Age and Address Position(s) Held with Master Trust (1) Principal Occupation(s)
- ------------------------- -------------------------------------- -----------------------
<S> <C> <C>
Bruce D. Alexander, 54 Trustee Adjunct Professor, Yale
5062 Whetstone Road University School of Management;
Columbia, MD 21044 Senior Vice President and
Director of New Business, The
Rouse Company
Lawrence S. Bacow, 46 Trustee Professor, Massachusetts
75 Summit Institute of Technology
Newton, MA 02158
Richard A. Dobbins, 52 Trustee President, Historical Data
520 Washington Street Systems, Inc.; President,
Duxbury, MA 02331 Municipal Market Data, Inc.
John W. McCarter, Jr., 59 Trustee President and Chief Executive
The Field Museum Officer of The Field Museum;
1200 South Lake Shore Drive Senior Vice President of Booz,
Chicago, IL 60605 Allen & Hamilton, Inc.
Lynn C. Thurber,* 50 Trustee Director, LaSalle Partners
200 East Randolph Drive Incorporated; Co-President,
Chicago, IL 60601 LaSalle Advisors Capital
Management, Inc.; Managing
Director, LaSalle Advisors
Limited Partnership; Chief
Executive Officer of ABKB/
LaSalle Securities Limited;
Chief Operating Officer and
Director of Acquisitions,
ABKB/LaSalle Securities Limited
William K. Morrill, Jr.,* 60 Trustee; President Managing Director, ABKB/ LaSalle
100 East Pratt Street Securities Limited
Baltimore, MD 21202
Keith R. Pauley,* 36 Trustee; Executive Managing Director/Portfolio
100 East Pratt Street Vice President Manager, ABKB/LaSalle Securities
Baltimore, MD 21202 Limited
Stephen A. Smith, 39 Senior Vice President Managing Director, Private
200 East Randolph Drive Secretary Capital of LaSalle Advisors
Chicago, IL 60601 Limited Partnership
Audre' J. Melsbakas, 34 Senior Vice President Principal, LaSalle Partners
200 East Randolph Drive Assistant Secretary Incorporated; Associate, The
Chicago, IL 60601 Keystone Group
James A. Ulmer, III, 58 Vice President Vice President, ABKB/LaSalle
100 East Pratt Street Securities Limited; Principal,
Baltimore, MD 21202 AIRES Real Estate Services;
Chairman and President, Enoch
Pratt Free Library
William E. Sullivan, 42 Treasurer Executive Vice President, Chief
200 East Randolph Drive Financial Officer and Director
Chicago, IL 60601 of LaSalle Partners
Incorporated; Executive Vice
President and Chief Financial
Officer of LaSalle Partners'
predecessor partnerships;
Managing Director of the special
projects group of LaSalle
Partners' predecessor
partnerships; Senior Vice
President of the special
projects group of LaSalle
Partners' predecessor
partnerships
Denise M. Ruth, 26 Assistant Secretary Operations Manager, ABKB/
100 East Pratt Street LaSalle Securities Limited;
Baltimore, MD 21202 Assistant Accountant, T. Rowe
Price, Inc.
</TABLE>
(1) All of the officers and trustees of the Trust listed above serve in similar
capacities for LaSalle Partners Funds, Inc. which is an investment company
managed by LaSalle Partners Real Estate Securities (the "Manager"), the
Trust's investment manager.
The Trust's Agreement and Declaration of Trust provides that the trustees
and officers of the Trust may be indemnified by the Trust to the full extent
permitted by Delaware law and the federal securities laws. The Trust's By-Laws
provide that the Trust shall indemnify each of its trustees and officers against
liabilities and expenses reasonably incurred by them, in connection with, or
resulting from, any claim, action, suit or proceeding, threatened against or
otherwise involving such trustee or officer, directly or indirectly, by reason
of being or having been a trustee or officer of the Trust. Neither the
Agreement and Declaration of Trust nor the By-Laws of the Trust authorize the
Trust to indemnify any trustee or officer against any liability to which he
would otherwise be subject by reason of or for willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.
The officers and trustees of the Trust who are "interested persons" of the
Trust within the meaning of the 1940 Act do not receive compensation directly
from the Trust for serving in the capacities described above. Those officers
and trustees of the Trust, however, who are affiliated with the Manager may
receive remuneration indirectly from the Trust for services provided in their
respective capacities with the Manager.
Each of the non-interested trustees is expected to receive for his service
on the Board of Trustees an annual fee, plus reimbursement for out-of-pocket
expenses incurred in connection with attendance at board meetings. The following
table sets forth information concerning the compensation anticipated to be paid
by the Trust to the trustees in the current fiscal year. Neither the Trust nor
any investment company in the Fund Complex offers any pension or retirement
benefits to its trustees.
<TABLE>
<CAPTION>
Aggregate Compensation Total Compensation from the
Name of Trustee from the Trust (1) Trust and Fund Complex (1)(2)
- --------------- ---------------------- -----------------------------
<S> <C> <C>
Bruce D. Alexander $6,000 $12,000
Lawrence S. Bacow $6,000 $12,000
Richard A. Dobbins $6,000 $12,000
John W. McCarter, Jr. $6,000 $12,000
William K. Morrill, Jr. -- --
Keith R. Pauley -- --
Lynn C. Thurber -- --
</TABLE>
(1) The Trust will commence operations in January 1998. The amounts
indicated estimates the compensation expected to be paid to trustees of the
Trust during Trust's first fiscal year ending November 30, 1998.
B-2
<PAGE>
(2) As of the date hereof, the "Fund Complex" consisted of the Trust and the
Feeder (which also commenced operations in January, 1998).
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
No trustee or officer of the Trust owned any of the Trust's shares
outstanding on January 6, 1998.
As of January 6, 1998, the following persons beneficially owned,
directly or indirectly, 5% or more of the Trust's outstanding shares:
Name and Address Percent of Trust Shares Outstanding
---------------- -----------------------------------
LaSalle Partners Funds, Inc. 100%
100 East Pratt Street
Baltimore, MD 21202
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES.
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE INFORMATION SET FORTH UNDER ITEM 5 IN PART A:
Information on the investment management and other services provided for or
on behalf of the Trust is incorporated herein by reference to the sections
entitled "Investment Manager," "Portfolio Transactions and Brokerage,"
"Administrator" and "Distribution Arrangements" in the Feeder's Part B. The
following list identifies the specific sections and subsections in the Feeder's
Part B under which the information required by Item 16 of Form N- 1A may be
found. Each listed section is incorporated herein by reference.
<TABLE>
<CAPTION>
Form N-1A Item No. Section Incorporated by Reference From Feeder's Part B
------------------ ------------------------------------------------------
<S> <C>
Item 16(a) Investment Manager
Item 16(b) Portfolio Transactions and Brokerage
Item 16(c) Not applicable
Item 16(d) Administrator
Item 16(e) Not applicable
Item 16(f) Not applicable
Item 16(g) Not applicable
</TABLE>
Information on the Trust's custodian, transfer agent and independent public
accountant is incorporated herein by reference to the sections entitled "General
Information - Custodian," "- Transfer Agent" and "- Independent Accountants" in
the Feeder's Part A.
B-3
<PAGE>
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.
Information on brokerage allocation for or on behalf of the Trust is
incorporated herein by reference to the section entitled "Portfolio Transactions
and Brokerage" in the Feeder's Part B.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE INFORMATION SET FORTH UNDER ITEM 6 IN PART A:
Under the Trust's Agreement and Declaration of Trust, the Board of Trustees
is authorized to issue shares of beneficial interest in the Portfolio.
Shareholders of the Portfolio are entitled to participate pro rata in
distributions of income, loss, gain and credit of the Trust. Upon liquidation of
the Portfolio or dissolution of the Trust, shareholders are entitled to share
pro rata in the Trust's net assets available for distribution to its
shareholders. Shares of the Portfolio have no preferential, preemptive,
conversion or similar rights and are fully paid and non-assessable, except as
described below. Shares of the Portfolio may not be transferred. No certificates
are issued for shares of the Portfolio.
Each share of the Portfolio is entitled to one vote. Portfolio shares do
not have cumulative voting rights, and shareholders holding more than 50% of the
outstanding shares of the Portfolio may elect all of the trustees of the Trust
if they choose to do so and in such event the other shareholders would not be
able to elect any trustee. The Trust is not required to hold annual meetings of
shareholders but the Trust will hold special meetings of shareholders when in
the judgment of the Trust's Board of Trustees it is necessary or desirable to
submit matters for a shareholder vote. The Board of Trustees may elect to
terminate the Trust or any series without a vote of the shareholders.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of an investment
company with more than one series will not be deemed to have been effectively
acted upon unless approved by the holders of a majority of the outstanding
shares of each series affected by such matter. Rule 18f-2 further provides that
a series shall be deemed to be affected by a matter unless it is clear that the
interests of the series in the matter are identical or that the matter does not
affect any interest of the series. However, the rule exempts the selection of
independent accountants and the election of trustees from the separate voting
requirements of the rule.
ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED.
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE INFORMATION SET FORTH UNDER ITEMS 7 AND 8 IN PART A:
Purchase of Securities. Shares of the Portfolio are issued solely in
----------------------
private placement transactions which do not involve any "public offering" within
the meaning of Section 4(2) of the 1933 Act. Investments in the Trust may only
be made by investment companies or certain other entities which are "accredited
investors" within the meaning of Regulation D under the 1933 Act. This
Registration Statement does not constitute an offer to sell, or the solicitation
of an offer to buy, any "security" within the meaning of the 1933 Act.
Suspension of Redemptions. The right of redemption of shares of the
-------------------------
Portfolio may be suspended or the date of payment postponed (a) during any
period when the New York Stock Exchange is closed (other than customary weekend
and holiday closings), (b) when trading in the markets the Trust ordinarily
utilizes is restricted, or when an emergency exists as determined by the
Commission so that disposal of the Portfolio's investments or determination of
its net asset value is not reasonably practicable, or (c) for such other periods
as the Commission by order may permit to protect the Portfolio's shareholders.
Pricing of Securities. Portfolio securities traded on a national
---------------------
securities exchange are valued at the last quoted sale price. Exchange traded
securities for which there have been no reported sales on the valuation date and
B-4
<PAGE>
securities traded primarily in the over-the-counter market are valued at the
last quoted bid prices. Securities or other assets for which market quotations
are not readily available are valued at their fair value as determined in
accordance with procedures established and monitored by the Board of Trustees of
the Trust. These procedures may include the use of an independent pricing
service which calculates prices based upon yields or prices of securities of
comparable quality, coupon, maturity and type; indications as to value from
dealers; and general market conditions. Debt obligations with maturities of 60
days or less are valued at amortized cost. Expenses and fees, including the
investment management fee, are accrued daily and taken into account for the
purpose of determining the net asset value of shares of the Portfolio.
ITEM 20. TAX STATUS.
The Trust is organized as a business trust under Delaware law. Management
of the Trust believes that the Trust will qualify for the fiscal year ending
November 30, 1998, as a partnership for federal income tax purposes. As such,
the Trust will not be subject to any income tax. However, each investor in the
Trust will be taxable on its share (as determined in accordance with the
governing instruments of the Trust) of the Trust's ordinary income and capital
gain in determining its income tax liability. The determination of such share
will be made in accordance with the Internal Revenue Code of 1986, as amended
(the "Code"), and regulations promulgated thereunder.
The Trust's taxable year-end is November 30. Although the Trust will not
be subject to federal income tax, it will file appropriate federal income tax
returns.
It is intended that the Trust's assets, income and distributions will be
managed so that an investor in the Trust will be able to satisfy the
requirements of Subchapter M of the Code for qualification as a regulated
investment company, assuming that the investor invests all of its investable
assets in the Trust.
Investors are advised to consult their own tax advisors as to the tax
consequences of an investment in the Trust.
ITEM 21. UNDERWRITERS.
Not applicable.
ITEM 22. CALCULATIONS OF PERFORMANCE DATA.
Not applicable.
ITEM 23. FINANCIAL STATEMENTS.
B-5
<PAGE>
LA SALLE PARTNERS MASTER TRUST
U.S. REAL ESTATE PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 29, 1997
ASSETS:
Cash.......................................... $100,000
Deferred Organization Expenses................ 80,863
--------
Total Assets............................... 180,863
--------
LIABILITIES:
Organization Expenses Payable to the Manager.. 80,863
--------
NET ASSETS:....................................... $100,000
========
The accompanying notes are an integral part of this financial statement.
B-6
<PAGE>
LA SALLE PARTNERS MASTER TRUST
U.S. REAL ESTATE PORTFOLIO
NOTES TO STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 29, 1997
1. ORGANIZATION
LaSalle Partners Master Trust (the "Trust"), a Delaware Business Trust, is
registered under the Investment Company Act of 1940, as amended, as a
diversified open-end management investment company currently offering one
portfolio: U.S. Real Estate Portfolio (the "Portfolio"). The Trust has not
commenced operations except those relating to organizational matters and the
sale of beneficial interest in the amount of $100,000 to the LaSalle Partners
U.S. Real Estate Fund (the "Fund").
2. SIGNIFICANT ACCOUNTING POLICIES
Organization expenses will be amortized on a straight line basis over a
period not to exceed five years from the commencement date of operations. The
Fund will reimburse the Portfolio for any unamortized organization expenses
upon the withdrawal of any initial beneficial interest. The amount to be
reimbursed will be determined by the proportion of the amount of initial
beneficial interest withdrawn to the initial beneficial interest after taking
into account any prior withdrawals of such initial beneficial interest.
The value of an investor's beneficial interest in the Portfolio is equal to
the product of the aggregate net asset value of the Portfolio and the
percentage representing that investor's share of the aggregate beneficial
interest in the Portfolio effective for that day.
3. INVESTMENT ADVISORY FEES, ADMINISTRATIVE FEES AND OTHER
TRANSACTIONS WITH AFFILIATES
The Trust has entered into an Investment Management Agreement with
ABKB/LaSalle Securities Limited (the "Manager") and an Administration and
Accounting Services Agreement with PFPC Inc. under which PFPC Inc. provides
administration and accounting services to the Trust pursuant to the
Agreements.
B-7
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Investors and Board of Trustees
of LaSalle Partners Master Trust:
We have audited the accompanying Statement of Assets and Liabilities of LaSalle
Partners Master Trust (the "Trust") as of December 29, 1997. This financial
statement is the responsibility of the Trust's management. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of LaSalle Partners Master Trust
as of December 29, 1997 in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
B-8
<PAGE>
LA SALLE MASTER TRUST
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements:
Included in Parts A and B:
Statement of Assets and Liabilities of the Registrant
at December 29, 1997
Notes to Statement of Assets and Liabilities
Report of Independent Accountants
All other financial statements, schedules and historical financial
information are omitted because the conditions requiring their filing do not
exist.
(b) Exhibits:
(1)(a) Certificate of Trust of the Registrant.
(b) Agreement and Declaration of Trust of the Registrant.
(c) Certificate of Amendment of Certificate of Trust of Registrant.
(2) By-Laws of the Registrant.
(3) Not applicable.
(4) Not applicable.
(5) Investment Management Agreement between the Registrant and
ABKB/LaSalle Securities Limited.
(6) Not applicable.
(7) Not applicable.
(8) Custodian Services Agreement between the Registrant and PNC
Bank, National Association.
(9)(a) Administration and Accounting Services Agreement between the
Registrant and PFPC Inc.
(b) License Agreement between LaSalle Partners Incorporated and the
Registrant.
(10) Not Applicable.
(11) Not Applicable.
<PAGE>
(12) Not applicable.
(13) Not applicable.
(14) Not applicable.
(15) Not applicable.
(16) Not applicable.
(17) Not applicable.
(18) Not applicable.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
<TABLE>
<CAPTION>
Title of Class Number of Record Holders*
-------------- -------------------------
<S> <C>
Shares of Beneficial Interest
of the U.S. Real Estate Portfolio 1
</TABLE>
* As of January 6, 1998.
ITEM 27. INDEMNIFICATION.
Reference is made to Article IX of the Registrant's Agreement and
Declaration of Trust and Article 10 of the Registrant's By-Laws filed as
Exhibits 1(b) and 2, respectively.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.
C-2
<PAGE>
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
A description of the directors and officers of the Registrant's investment
adviser and other required information is incorporated herein by reference to
the Form ADV and schedules thereto of ABKB/LaSalle Securities Limited (File No.
801-48201), as amended, filed with Securities and Exchange Commission under the
Investment Advisers Act of 1940.
ITEM 29. PRINCIPAL UNDERWRITERS.
Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
The Registrant maintains the records required by Section 31(a) of the
Investment Company Act of 1940, as amended, and Rules 31a-1, 31a-2 and 31a-3
thereunder at its principal office located at 100 East Pratt Street, Baltimore,
Maryland 21202. Certain records, including records relating to the Registrant's
shareholders, may be maintained pursuant to Rule 31a-3 at the offices of the
Registrant's transfer agent, PFPC Inc., located at 103 Bellevue Parkway,
Wilmington, Delaware 19809. Certain records relating to the physical possession
of the Registrant's securities may be maintained at the offices of the
Registrant's custodian, PNC Bank, National Association, located at 200 Stevens
Drive, Lester, Pennsylvania 19113.
ITEM 31. MANAGEMENT SERVICES.
Not applicable.
ITEM 32. UNDERTAKINGS.
Not applicable.
C-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 6th day of
January, 1998.
LASALLE PARTNERS MASTER TRUST
By: /s/ William K. Morrill, Jr.
------------------------------------
William K. Morrill, Jr.
President
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------- -----------
<S> <C>
(1) (a) Certificate of Trust
(b) Agreement and Declaration of Trust
(c) Certificate of Amendment of Certificate of Trust
(2) By-Laws
(5) Investment Management Agreement
(8) Custodian Services Agreement
(9) (a) Administration and Accounting Services Agreement
(b) License Agreement
</TABLE>
<PAGE>
Exhibit 1(A)
CERTIFICATE OF TRUST
OF
LA SALLE MASTER TRUST
This Certificate of Trust of LaSalle Master Trust (the "Trust"), dated
September 19, 1997, is being duly executed and filed by the undersigned, as
trustee, to form a business trust under the Delaware Business Trust Act (12 Del.
C. (S)(S) 3801, et seq.).
1. Name. The name of the business trust formed hereby is LaSalle Master
----
Trust.
2. Registered Agent. The business address of the registered office of the
----------------
Trust in the State of Delaware is 1209 Orange Street,Wilmington, Delaware
19801. The name of the Trust's registered agent at such address is The
Corporation Trust Company.
3. Effective Date. This Certificate of Trust shall be effective upon the
--------------
date and time of filing.
4. Series Trust. Notice is hereby given that, pursuant to Section 3804 of
------------
the Delaware Business Trust Act, the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to a
particular series of the Trust shall be enforceable against the assets of such
series only and not against the assets of the Trust generally. The Trust will
be a registered investment company under the Investment Company Act of 1940, as
amended.
IN WITNESS WHEREOF, the undersigned trustee of the Trust has executed this
Certificate of Trust as of the date first above-written.
/s/ William K. Morrill, Jr.
---------------------------
William K. Morrill, Jr.
Trustee
<PAGE>
Exhibit 1(B)
LA SALLE MASTER TRUST
AGREEMENT AND DECLARATION OF TRUST
This Agreement and Declaration of Trust made this 19th day of September,
1997, by the Trustees hereunder (hereinafter with any additional and successor
trustees referred to as the "Trustees") and by the holders of the shares of
beneficial interest to be issued hereunder as hereinafter provided.
W I T N E S S E T H:
WHEREAS, the Trustees have agreed to manage all property coming into
their hands as trustees of a Delaware business trust in accordance with the
provisions hereinafter set forth;
NOW, THEREFORE, the Trustees hereby declare that they will hold all cash,
securities and other assets which they may from time to time acquire in any
manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the
following terms and conditions for the pro rata benefit of the holders from time
to time of the shares of beneficial interest, whether or not certificated, in
this Trust as hereinafter set forth.
ARTICLE I
NAME AND DEFINITIONS
Section 1. Name. This Trust shall be known as LaSalle Master Trust and
----
the Trustees shall conduct the business of the Trust under that name or any
other name as they may from time to time determine.
Section 2. Definitions. Whenever used herein, unless otherwise required
-----------
by the context or specifically provided:
(a) The term "Commission" shall have the meaning provided in the
1940 Act.
(b) The "Trust" refers to the Delaware business trust established
by this Declaration of Trust.
(c) The term "Shareholder" shall mean a record owner of Shares.
(d) The term "Shares" shall mean the equal proportionate non-
transferable units of interest into which the beneficial interest in the Trust
shall be divided from time to time or, if more than one Series or Class of
Shares is authorized by the Trustees, the equal proportionate
<PAGE>
non-transferable units into which each series or class of Shares shall be
divided from time to time, and shall include a fraction of a Share as well as a
whole Share.
(e) The "1940 Act" refers to the Investment Company Act of 1940,
and the rules and regulations thereunder, all as amended from time to time.
(f) "Declaration of Trust" shall mean this Agreement and
Declaration of Trust as amended or restated from time to time.
(g) "By-Laws" shall mean the bylaws of the Trust as amended or
restated from time to time.
(h) The term "Series" or "Series of Shares" refers to the one or
more separate investment portfolios of the Trust into which the assets and
liabilities of the Trust may be divided and the Shares of the Trust representing
the beneficial interest of Shareholders in such respective portfolios.
(i) The term "Class" or "Class of Shares" refers to the division of
Shares representing any Series into two or more classes as provided in Article
III, Section 1 hereof.
(j) The term "Delaware Act" shall mean the Delaware Business Trust
Act, 12 Del. C. (S)(S) 3801, et seq.
(k) The term "Bankruptcy" shall mean, with respect to any
Shareholder, any of the following: (i) filing a voluntary petition in bankruptcy
or for reorganization or for the adoption of an arrangement under the Bankruptcy
Code (as now or in the future amended) or an admission seeking the relief
therein provided; (ii) making a general assignment for the benefit of creditors;
(iii) consenting to the appointment of a receiver for all or a substantial part
of such Shareholder's property; (iv) in the case of the filing of an involuntary
petition in bankruptcy, an entry of an order for relief; (v) the entry of a
court order appointing a receiver or trustee for all or a substantial part of
such Shareholder's property without its consent; or (vi) the assumption of
custody or sequestration by a court of competent jurisdiction of all or
substantially all of such Shareholder's property.
(l) The term "Adjusted Basis" shall mean, with respect to any
security, its adjusted basis for federal income tax purposes.
(m) The term "Adjusted Gross Asset Value" shall mean, with respect
to a Built-in Gain Security, the lesser of (i) the Gross Asset Value of such
security on the day such security is contributed to the Trust and (ii) the
lowest Gross Asset Value of such security on any day thereafter, and, with
respect to a Built-in Loss Security, the higher of (i) the Gross Asset Value of
such security on the day such security is contributed to the Trust and (ii) the
highest Gross Asset Value of such security on any day thereafter.
-2-
<PAGE>
(n) The term "Appreciated Security" shall mean any security held by
the Trust immediately before but on the same day as a new Shareholder is
admitted to the Trust if on such day the Gross Asset Value of such security
exceeds its Adjusted Basis or, if such security is a Built-in Gain Security, its
Adjusted Gross Asset Value.
(o) The term "Book Capital Account" shall mean, with respect to any
Shareholder, the Capital Account maintained for such Shareholder on a daily
basis in accordance with the following provisions:
(i) To each Shareholder's Book Capital Account there shall be
credited (a) the amount of money and the Gross Asset Value of any property
contributed by such Shareholder to the Trust, (b) such Shareholder's
distributive share of Net Income, (c) such Shareholder's distributive share of
Book Sales Gain, and (d) the amount of any Trust liabilities assumed by such
Shareholder or which are secured by any property distributed to such
Shareholder.
(ii) To each Shareholder's Book Capital Account there shall be
debited (a) the amount of money and the Gross Asset Value of any property
distributed to such Shareholder pursuant to any provision of this Declaration of
Trust, (b) such Shareholder's distributive share of Net Loss, (c) such
Shareholder's distributive share of Book Sales Loss, and (d) the amount of any
liabilities of such Shareholder assumed by the Trust or which are secured by any
property contributed by such Shareholder to the Trust.
Any decisions relating to the maintenance of Book Capital Accounts
shall be made by the Trustees in any manner that reasonably reflects the purpose
and intention of this Declaration of Trust. In the event the Trustees shall
determine that it is prudent to modify the manner in which the Book Capital
Accounts, or any debits or credits thereto, are computed in order to reflect the
purpose and intention of this Declaration of Trust, the Trustee may make such
modification.
(p) The terms "Book Sales Gain" or "Book Sales Loss" shall mean,
for any day, the difference, positive or negative, as the case may be, between
(x) the aggregate Gross Asset Value of all securities held by the Trust at any
time during such day other than securities acquired by the Trust on such day and
(y) the aggregate Gross Asset Value of all such securities as determined for the
preceding day.
(q) The term "Built-in Gain Security" shall mean any security
contributed to the Trust by a Shareholder if on the day such security is
contributed to the Trust, its Gross Asset Value exceeds its Adjusted Basis.
(r) The term "Built-in Loss Security" shall mean any security
contributed to the Trust by a Shareholder if on the day such security is
contributed to the Trust, its Gross Asset Value is less than its Adjusted Basis.
-3-
<PAGE>
(s) The term "Code", shall mean the Internal Revenue Code of 1986, as
amended from time to time (or any corresponding provisions of succeeding law).
(t) The term "Depreciated Security" shall mean any security held by
the Trust immediately before but on the same day as a new Shareholder is
admitted to the Trust if on such day such security's Gross Asset Value is less
than its Adjusted Basis or, if such security is a Built-in Loss Security, its
Adjusted Gross Asset Value.
(u) The term "Gross Asset Value" shall mean, with respect to any
security, the value of such security determined as provided in Section 3(d) of
Article VII.
(v) The term "Modified Gross Asset Value" shall mean, with respect to
an Appreciated Security, the lesser of (i) the Gross Asset Value of such
security on the day such security became an Appreciated Security and (ii) the
lowest Gross Asset Value of such security on any day thereafter, and, with
respect to a Depreciated Security, the higher of (i) the Gross Asset Value of
such security on the day such security became a Depreciated Security and (ii)
the highest Gross Asset Value of such security on any day thereafter.
(w) The terms "Net Income" or "Net Loss" shall mean, for any day, the
sum, if positive, or if negative, as the case may be, of all items of income,
gain, deduction and loss (other than items included in computing Tax Sales Gain,
Tax Sales Loss, Remaining Built-in Gain, Remaining Built-in Loss, Remaining
Appreciated Gain or Remaining Depreciated Loss) recognized by the Trust on such
day for federal income tax purposes and determined in accordance with the
provisions of this Declaration of Trust.
(x) The term "Percentage Interest" shall mean, with respect to any
Shareholder, as of any day, the ratio (expressed as a percentage) of such
Shareholder's Book Capital Account as of the close of business on the preceding
day to the aggregate Book Capital Accounts of all Shareholders as of the close
of business on such preceding day, such Book Capital Accounts to be determined
after giving effect to all contributions, distributions and allocations through
such preceding day.
(y) The term "Positive Book/Tax Disparity" shall mean, with respect
to any Shareholder, the excess (if any) of such Shareholder's Book Capital
Account over the sum of such Shareholder's (i) Tax Capital Account, (ii)
Remaining Built-in Gain with respect to each Built-in Gain Security contributed
by such Shareholder to the Trust and (iii) share of Remaining Appreciated Gain.
(z) The term "Positive Tax/Book Disparity" shall mean, with respect
to any Shareholder, the excess (if any) of such Shareholder's Tax Capital
Account over the sum of such Shareholder's (i) Book Capital Account, (ii)
Remaining Built-in Loss with respect to each Built-in Loss Security contributed
by such Shareholder to the Trust, and (iii) share of Remaining Depreciated Gain.
-4-
<PAGE>
(aa) The term "Remaining Appreciated Gain" shall mean, with respect
to each Appreciated Security, the excess (if any) of such security's Modified
Gross Asset Value over such security's Adjusted Basis or, if such security is a
Built-in Gain Security, its Adjusted Gross Asset Value on the day such security
became an Appreciated Security.
(bb) The term "Remaining Built-in Gain" shall mean, with respect to
each Built-in Gain Security, the excess (if any) of such security's Adjusted
Gross Asset Value over such Security's Adjusted Basis on the day such security
is contributed to the Trust.
(cc) The term "Remaining Built-in Loss" shall mean, with respect to
each Built-in Loss Security, the excess (if any) of such security's Adjusted
Basis on the day such security is contributed to the Trust over such security's
Adjusted Gross Asset Value.
(dd) The term "Remaining Depreciated Loss" shall mean, with respect
to each Depreciated Security, the excess (if any) of such security's Adjusted
Basis or, if such security is a Built-in Loss Security, its Adjusted Gross Asset
Value on the day such security became a Depreciated Security over such
security's Modified Gross Asset Value.
(ee) The term "Tax Capital Account" shall mean, with respect to any
Shareholder, the Capital Account maintained for such Shareholder on a daily
basis in accordance with the following provisions:
(i) To each Shareholder's Tax Capital Account there shall be
credited (a) the amount of money and the Adjusted Basis of any property
contributed by such Shareholder to the Trust, (b) such Shareholder's
distributive share of Net Income, (c) such Shareholder's distributive share of
Tax Sales Gain, and (d) the amount of any Trust liabilities assumed by such
Shareholder or which are secured by any property distributed to such
Shareholder.
(ii) To each Shareholder's Tax Capital Account there shall be
debited (a) the amount of money and the Gross Asset Value of any property
distributed to such Shareholder pursuant to any provision of this Declaration of
Trust, (b) such Shareholder's distributive share of Net Loss, (c) such
Shareholder's distributive share of Tax Sales Loss, and (d) the amount of any
liabilities of such Shareholder assumed by the Trust or which are secured by any
property contributed by such Shareholder to the Trust.
Any decisions relating to the maintenance of Tax Capital Accounts
shall be made by the Trustees in any manner that reasonably reflects the purpose
and intention of this Declaration of Trust. In the event the Trustees shall
determine that it is prudent to modify the manner in which the Tax Capital
Accounts, or any debits or credits thereto, are computed in order to reflect the
purpose and intention of this Declaration of Trust, the Trustee may make such
modification.
-5-
<PAGE>
(ff) The terms "Tax Sales Gain" or "Tax Sales Loss" shall mean, for
any day, the sum, if positive, or if negative, as the case may be, of all items
of gain or loss recognized by the Trust on such day for federal income tax
purposes from the sale or other disposition of securities (other than items of
gain or loss included in Remaining Built-in Gain, Remaining Built-in Loss,
Remaining Appreciated Gain or Remaining Depreciated Loss with respect to such
securities).
ARTICLE II
PURPOSES OF TRUST
This Trust is formed for the following purpose or purposes:
(a) to conduct, operate and carry on the business of an investment
company;
(b) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, lend, write options on, exchange,
distribute or otherwise dispose of and deal in and with securities of every
nature, kind, character, type and form, including, without limitation of the
generality of the foregoing, all types of stocks, shares, futures contracts,
bonds, debentures, notes, bills and other negotiable or non-negotiable
instruments, obligations, evidences of interest, certificates of interest,
certificates of participation, certificates, interests, evidences of ownership,
guarantees, warrants, options or evidences of indebtedness issued or created by
or guaranteed as to principal and interest by any state or local government or
any agency or instrumentality thereof, by the U.S. government or any agency,
instrumentality, territory, district or possession thereof, by any foreign
government or any agency, instrumentality, territory, district or possession
thereof, by any corporation organized under the laws of any state, the United
States of America or any territory or possession thereof or under the laws of
any foreign country, bank certificates of deposit, bank time deposits, bankers'
acceptances and commercial paper; to pay for the same in cash or by the issue of
Shares, bonds or notes of the Trust or otherwise; and to exercise any and all
rights, powers and privileges of ownership or interest in respect of any and all
such investments of every kind and description, including, without limitation,
the right to consent and otherwise act with respect thereto, with power to
designate one or more persons, firms, associations or corporations to exercise
any of said rights, powers and privileges in respect of any said instruments;
(c) to borrow money or otherwise obtain credit and to secure the same by
mortgaging, pledging or otherwise subjecting as security the assets of the
Trust;
(d) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, and otherwise deal in, Shares including Shares in
fractional denominations, and to apply to
-6-
<PAGE>
any such repurchase, redemption, retirement, cancellation or acquisition of
Shares any funds or other assets of the appropriate Series or Class, whether
capital or surplus or otherwise, to the full extent now or hereafter permitted
by the laws of the State of Delaware;
(e) to conduct its business, promote its purposes, and carry on its
operations in any and all of its branches and maintain offices both within and
without the State of Delaware, in any and all states of the United States of
America, in the District of Columbia, and in any other parts of the world; and
(f) to do all and everything necessary, suitable, convenient or proper
for the conduct, promotion, and attainment of any of the businesses and purposes
herein specified or which at any time may be incidental thereto or may appear
conducive to or expedient for the accomplishment of any of such businesses and
purposes and which might be engaged in or carried on by a trust organized under
the Delaware Act, and to have and exercise all of the powers conferred by the
laws of the State of Delaware upon a Delaware business trust.
The foregoing provisions of this Article II shall be construed both as
purposes and powers and each as an independent purpose and power.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares. The Shares of the Trust are non-transferable and
------
shall be issued in one or more Series as the Trustees may, without Shareholder
approval, authorize. Each Series shall be separate from all other Series in
respect of the assets and liabilities allocated to that Series and shall
represent a separate investment portfolio of the Trust. The beneficial interest
in each Series at all times shall be divided into Shares, with or without par
value as the Trustees may from time to time determine, each of which shall,
except as provided in the following sentence, represent an equal proportionate
interest in the Series with each other Share of the same Series, none having
priority or preference over another. The Trustees may, without Shareholder
approval, divide Shares of any Series into two or more Classes, Shares of each
such Class having such preferences and special or relative rights and privileges
(including without limitation, such redemption rights, dividend rights,
liquidation rights, voting rights and conversion rights, if any) as the Trustees
may determine. The number of Shares authorized shall be unlimited, and the
Shares so authorized may be represented in part by fractional Shares. From time
to time, the Trustees may divide or combine the Shares of any Series or Class
into a greater or lesser number without thereby changing the proportionate
beneficial interest in the Series or Class.
All consideration received by the Trust for the issue or sale of Shares
of a particular Series, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or
-7-
<PAGE>
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
and accounted for separately from the other assets of the Trust and of every
other Series and are referred to herein as "assets of" that Series. The assets
of a particular Series shall belong to that Series for all purposes, and to no
other Series, subject only to the rights of creditors of that Series. In
addition, any assets, income, earnings, profits or funds, or payments and
proceeds with respect thereto, which are not readily identifiable as belonging
to any particular Series shall be allocated by the Trustees between and among
one or more of the Series in such manner as the Trustees, in their sole
discretion, deem fair and equitable. Each such allocation shall be conclusive
and binding upon the Shareholders of all Series for all purposes, and such
assets, income, earnings, profits or funds, or payments and proceeds with
respect thereto shall be assets of that Series. The assets of a particular
Series shall be so recorded upon the books of the Trust, and shall be held by
the Trustees in trust for the benefit of the holders of Shares of that Series.
The assets of each particular Series shall be charged with the liabilities of
that Series and all expenses, costs, charges and reserves attributable to that
Series. Any general liabilities, expenses, costs, charges or reserves of the
Trust which are not readily identifiable as belonging to any particular Series
shall be allocated and charged by the Trustees between or among any one or more
of the Series in such manner as the Trustees, in their sole discretion, deem
fair and equitable. Each such allocation shall be conclusive and binding upon
the Shareholders of all Series for all purposes. Without limitation of the
foregoing provisions of this Section, but subject to the right of the Trustees
in their discretion to allocate general liabilities, expenses, costs, charges or
reserves as herein provided, the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a particular
Series shall be enforceable against the assets of such Series only, and not
against the assets of any other Series. Notice of this limitation on inter-
series liabilities may, in the Trustees' sole discretion, be set forth in the
certificate of trust of the Trust (whether originally or by amendment) as filed
or to be filed in the Office of the Secretary of State of the State of Delaware
pursuant to the Delaware Act, and upon the giving of such notice in the
certificate of trust, the statutory provisions of Section 3804 of the Delaware
Act relating to limitations on inter-series liabilities (and the statutory
effect under Section 3804 of setting forth such notice in the certificate of
trust) shall become applicable to the Trust and each Series. Every note, bond,
contract or other undertaking issued by or on behalf of a particular Series
shall include a recitation limiting the obligation represented thereby to that
Series and its assets. No Shareholder or former Shareholder of any Series shall
have a claim on or any right to any assets allocated or belonging to any other
Series.
The Trustees shall be authorized to the extent necessary or appropriate
in their discretion to give effect to the preferences and special or relative
rights or privileges of all Classes of Shares of any Series in carrying out the
foregoing powers and, in furtherance of such authority, to allocate assets,
income, earnings, profits and funds and all expenses, costs, charges and
reserves attributable to a Series to a particular Class of Shares of that Series
or to apportion the same among two or more Classes of Shares of that Series with
the same effect as allocations made between or among Series.
-8-
<PAGE>
The establishment and designation of any Series or of any Class of Shares
of any Series shall be effective (i) upon the execution by a majority of the
Trustees of an instrument, or the adoption in accordance with the terms hereof
of a resolution, setting forth such establishment and designation of the
relative rights and preferences of the Shares of such Series or Class, (ii) upon
the execution of an instrument in writing by an officer of the Trust pursuant to
the vote of a majority of the Trustees, or (iii) as otherwise provided in either
such instrument. At any time that there are no Shares outstanding of any
particular Series or Class previously established and designated, the Trustees
may by an instrument executed by a majority of the Trustees or the adoption in
accordance with the terms hereof of a resolution (or by an instrument executed
by an officer of the Trust pursuant to the vote of a majority of the Trustees)
abolish that Series or Class and the establishment and designation thereof.
Each instrument or Trustees' resolution establishing and designating any Series
or Class shall have the status of an amendment to this Declaration of Trust.
Section 2. Ownership of Shares. The ownership of Shares shall be
-------------------
recorded in the books of the Trust or a transfer agent. The record books of the
Trust or any transfer agent, as the case may be, shall be conclusive as to who
are the holders of Shares of each Series and Class and as to the number of
Shares of each Series and Class held from time to time by each. No certificates
certifying the ownership of Shares need be issued, except as the Trustees may
otherwise determine from time to time.
Section 3. Issuance of Shares. The Trustees are authorized, from time
------------------
to time, to issue or authorize the issuance of Shares at not less than the par
value thereof, if any, and to fix the price or the minimum price or the
consideration (in cash and/or such other property, real or personal, tangible or
intangible, as from time to time they may determine) or minimum consideration
for such Shares, all without action or approval of the Shareholders. Shares so
issued shall be validly issued, fully paid and, subject to the obligation of a
Shareholder set forth in Section 5 of this Article, non-assessable. Anything
herein to the contrary notwithstanding, the Trustees may issue Shares pro rata
to the Shareholders of a Series at any time for no consideration as a stock
dividend, except to the extent otherwise required or permitted by the
preferences and special or relative rights and privileges of any Class of Shares
of that Series, and any stock dividend to the Shareholders of a particular Class
shall be made to such Shareholders pro rata in proportion to the number of
Shares of such Class held by each of them.
Shares may be issued in fractional denominations to the same extent as
whole Shares, and Shares in fractional denominations shall be Shares having
proportionately to the respective fractions represented thereby all the rights
of whole Shares, including, without limitation, the right to vote, the right to
receive dividends and distributions, and the right to participate upon
liquidation of the Trust or of a particular Series.
The Trustees may classify or reclassify any unissued Shares or Shares
previously issued and reacquired of any Series or Class into one or more Series
or Classes of Shares that may be established and designated from time to time.
The Trustees may reissue for such consideration
-9-
<PAGE>
and on such terms as they may determine, or cancel, in their discretion from
time to time, any Shares of any Series or Class reacquired by the Trust.
Section 4. No Preemptive or Appraisal Rights; Derivative Suits.
---------------------------------------------------
Shareholders shall have no preemptive or appraisal or other right to subscribe
for any additional Shares or other securities issued by the Trust. Shareholders
shall have no right to demand payment for their Shares or any other rights of
dissenting shareholders in the event the Trust participates in any transaction
which would give rise to appraisal or dissenters' rights by a stockholder of a
corporation organized under the Delaware General Corporation Law, or otherwise.
No action may be brought by a Shareholder on behalf of the Trust unless
Shareholders owning not less than 10% of the then outstanding Shares join in the
bringing of such action.
Section 5. Status of Shares and Limitation of Personal Liability.
-----------------------------------------------------
Shares shall be deemed to be personal property giving only the rights provided
in this instrument. Every Person by virtue of having become registered as an
Shareholder on the books of the Trust pursuant to Section 2 of this Article
shall be held to have expressly assented and agreed to the terms hereof and to
be bound by this Declaration of Trust. The death of a Shareholder during the
continuance of the Trust shall not operate to terminate the same 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. Ownership of Shares
shall not entitle the Shareholder to any title in or to the whole or any part of
the Trust property or right to call for a partition or division of the same or
for an accounting, nor shall the ownership of Shares constitute the Shareholders
partners.
Shareholders of a Series of the Trust shall be jointly and severally
liable (with rights of contribution inter se in proportion to their respective
interests in that Series) for the liabilities and obligations of such Series in
the event the Trust fails to satisfy such liabilities and obligations. Neither
the Trust nor the Trustees, nor any officer, employee or agent of the Trust
shall have any power to bind any Shareholder or Trustee personally or, subject
to the preceding sentence, to call upon any Shareholder for the payment of any
sum of money or assessment whatsoever other than such as the Shareholder at any
time personally may agree to pay by way of subscription for any Shares or
otherwise. Every note, bond, contract or other undertaking issued by or on
behalf of a particular Series shall include a recitation limiting the obligation
represented thereby to that Series and its assets.
ARTICLE IV
TRUSTEES
Section 1. Election. A Trustee may be elected either by the Trustees or
--------
the Shareholders. The Trustees named herein shall serve until the first meeting
of the Shareholders or until the election and qualification of their successors.
Prior to the first meeting of Shareholders the initial
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Trustees hereunder may elect additional Trustees to serve until such meeting and
until their successors are elected and qualified. The Trustees also at any time
may elect Trustees to fill vacancies in the number of Trustees. The number of
Trustees shall be fixed from time to time by the Trustees and, at or after the
commencement of the business of the Trust, shall not be less than three. Each
Trustee, whether named above or hereafter becoming a Trustee, shall serve as a
Trustee during the lifetime of this Trust, until such Trustee dies, resigns,
retires or is removed, or, if sooner, until the next meeting of Shareholders
called for the purpose of electing Trustees and the election and qualification
of his successor. Subject to Section 16(a) of the 1940 Act, the Trustees may
elect their own successors and, pursuant to this Section, may appoint Trustees
to fill vacancies.
The Trustees shall have the power to set and modify the terms of office
of the Trustees and they may at any time make their terms of limited duration
and lengthen or shorten the terms so established.
Section 2. Powers. The Trustees shall have all powers necessary or
------
desirable to carry out the purposes of the Trust, including, without limitation,
the powers referred to in Article II hereof. Without limiting the generality of
the foregoing, the Trustees may adopt By-Laws not inconsistent with this
Declaration of Trust providing for the conduct of the business of the Trust and
may amend and repeal them to the extent that they do not reserve that right to
the Shareholders and such By-Laws are deemed to be incorporated and included in
this Declaration of Trust; they may fill vacancies in their number, including
vacancies resulting from increases in their own number, and may elect and remove
such officers and employ, appoint and terminate such employees or agents as they
consider appropriate; they may appoint from their own number and terminate any
one or more committees; they may employ one or more custodians of the assets of
the Trust and may authorize such custodians to employ subcustodians and to
deposit all or any part of such assets in a system or systems for the central
handling of securities, retain a transfer agent and a shareholder servicing
agent, or both, provide for the distribution of Shares through a principal
underwriter or otherwise, set record dates, and in general delegate such
authority as they consider desirable (including, without limitation, the
authority to purchase and sell securities and to invest funds, to determine the
net income of the Trust for any period, the value of the total assets of the
Trust and the net asset value of each Share, and to execute such deeds,
agreements or other instruments either in the name of the Trust or the names of
the Trustees or as their attorney or attorneys or otherwise as the Trustees from
time to time may deem expedient) to any officer of the Trust, committee of the
Trustees, any such employee, agent, custodian or underwriter, or to any
investment manager or advisor.
Without limiting the generality of the foregoing, the Trustees shall have
full power and authority:
(a) To invest and reinvest cash and to hold cash uninvested;
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(b) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;
(c) To hold any security or property in a form not indicating any trust
whether in bearer, unregistered or other negotiable form or in the name of the
Trust or a custodian, subcustodian or other depository or a nominee or nominees
or otherwise;
(d) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of which is
held in the Trust; to consent to any contract, lease, mortgage, purchase or sale
of property by such corporation or concern, and to pay calls or subscriptions
with respect to any security held in the Trust;
(e) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay, such portion of the expenses and
compensation of such committee, depositary or trustee as the Trustees shall deem
proper;
(f) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including, but not limited to,
claims for taxes;
(g) Subject to the provisions of Section 1 of Article III, to allocate
assets, liabilities, income and expenses of the Trust to a particular Series or
to apportion the same among two or more Series, provided that any liabilities or
expenses incurred by a particular Series shall be payable solely out of the
assets and by the holders of Shares of that Series; and to the extent necessary
or appropriate to give effect to the preferences and special or relative rights
and privileges of any Class of Shares, to allocate assets, liabilities, income
and expenses of a Series to a particular Class of Shares of that Series or to
apportion the same among two or more Classes of Shares of that Series;
(h) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;
(i) To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment managers or advisors, principal
underwriters, or independent contractors of the Trust individually against all
claims and liabilities of every nature arising by reason of holding, being or
having held any such office or position, or by reason of any action
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alleged to have been taken or omitted by any such person as Shareholder,
Trustee, officer, employee, agent, investment manager or advisor, principal
underwriter, or independent contractor, including any action taken or omitted
that may be determined to constitute negligence, whether or not the Trust would
have the power to indemnify such person against such liability;
(j) 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;
(k) To establish a registered office and have a registered agent in the
State of Delaware;
(l) To establish Series with separately defined investment objectives
and policies and separately defined investment purposes in accordance with the
provisions of Article III hereof and to establish Classes of such Series having
relative rights, powers and duties as they may provide consistent with
applicable law;
(m) Subject to Section 9 of Article X, to reorganize the Trust; and
(n) Subject to Section 10 of Article X, to sell all or substantially all
of the assets of the Trust or any Series.
Further, without limiting the generality of the foregoing, the Trustees
shall have full power and authority to incur and pay out of the principal or
income of the Trust such expenses and liabilities as may be deemed by the
Trustees to be necessary or proper for the purposes of the Trust; provided,
however, that all expenses and liabilities incurred by or arising in connection
with a particular Series or Class of Shares, as determined by the Trustees,
shall be payable solely out of the assets and by the holders of Shares of that
Series or Class.
Any determination made in good faith and, so far as accounting matters
are involved, in accordance with generally accepted accounting principles by or
pursuant to the authority granted by the Trustees, as to the amount of the
assets, debts, obligations or liabilities of the Trust, its Shareholders or a
particular Series or Class of Shares; the amount of any reserves or charges set
up and the propriety thereof; the time of or purpose for creating such reserves
or charges; the use, alteration or cancellation of any reserves or charges
(whether or not any debt, obligation or liability for which such reserves or
charges shall have been created shall have been paid or discharged or shall be
then or thereafter required to be paid or discharged); the price or closing bid
or asked price of any investment owned or held by the Trust or a particular
Series; the market value of any investment or fair value of any other asset of
the Trust or a particular Series; the number of Shares outstanding; the
estimated expense to the Trust or a particular Series in connection with
purchases of its Shares; the ability to liquidate investments in an orderly
fashion;
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and the extent to which it is practicable to deliver a cross-section of the
portfolio of the Trust or a particular Series in payment for any such Shares, or
as to any other matters relating to the issue, sale, purchase and/or other
acquisition or disposition of investments or Shares of the Trust or a particular
Series or Class, shall be final and conclusive, and shall be binding upon the
Trust or such Series and its Shareholders, past, present and future, and Shares
are issued and sold on the condition and understanding that any and all such
determinations shall be binding as aforesaid.
In construing the provisions of this Declaration of Trust, there shall be
a presumption in favor of the grant of authority and power to the Trustees.
Section 3. Meetings. At any meeting of the Trustees, a majority of the
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Trustees then in office shall constitute a quorum. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned without
further notice.
When a quorum is present at any meeting, a majority of the Trustees
present may take any action, except when a larger vote is required by this
Declaration of Trust, the By-Laws or the 1940 Act.
Any action required or permitted to be taken at any meeting of the
Trustees or of any committee thereof may be taken without a meeting, if a
written consent to such action is signed by a majority of the Trustees or
members of any such committee then in office, as the case may be, and such
written consent is filed with the minutes of proceedings of the Trustees or any
such committee.
The Trustees or any committee designated by the Trustees may participate
in a meeting of the Trustees or such committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time. Unless
provided otherwise by the 1940 Act or other applicable law, participation by
such means shall constitute presence in person at a meeting.
Section 4. Ownership of Assets of the Trust. Title to all of the
--------------------------------
assets of each Series of Shares of the Trust at all times shall be vested in the
Trust as a separate legal entity under the Delaware Act.
Section 5. Investment Management and Other Services. The Trustees shall
----------------------------------------
not in any way be bound or limited by any present or future law or custom in
regard to investments by trustees. The Trustees from time to time may enter
into a written contract or contracts with any person or persons, including any
firm, corporation, trust or association in which any Trustee or Shareholder may
be interested, to act as investment manager and/or advisor of the Trust and to
provide such investment management and/or advice as the Trustees from time to
time may consider necessary for the proper management of the assets of the
Trust, including, without limitation, authority to determine from time to time
what investments shall be purchased, held,
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sold or exchanged and what portion, if any, of the assets of the Trust shall be
held uninvested and to make changes in the Trust's investments. Any such
contract shall be subject to the requirements of the 1940 Act with respect to
its continuance in effect, its termination, and the method of authorization and
approval of such contract, or any amendment thereto or renewal thereof.
Any Trustee or any organization with which any Trustee may be associated
also may act as broker for the Trust in making purchases and sales of securities
for or to the Trust for its investment portfolio, and may charge and receive
from the Trust the usual and customary commission for such service. Any
organization with which a Trustee may be associated in acting as broker for the
Trust shall be responsible only for the proper execution of transactions in
accordance with the instructions of the Trust and shall be subject to no further
liability of any sort whatever.
The Trustees may also at any time and from time to time contract with any
party to appoint it exclusive or non-exclusive principal underwriter or
distributor for the Shares, every such contract to comply with such
requirements and restrictions as may be set forth in the By-Laws or applicable
law, including the 1940 Act. Any such contract shall be subject to the
requirements of the 1940 Act with respect to its continuance in effect, its
termination and the method of authorization and approval of such contract, or
any amendment thereto or renewal thereof. Any investment manager or advisor of
the Trust, or any affiliate thereof, may also be a principal underwriter or
distributor or placement agent for or in respect of the sale of Shares by
separate contract, or may be a person controlled by or affiliated with any
Trustee or any principal underwriter, distributor or placement agent, or a
person in which any Trustee or any principal underwriter, distributor or
placement agent is interested financially, subject only to applicable provisions
of law. Nothing herein contained shall operate to prevent any investment
manager or advisor, who also acts as such a principal underwriter or distributor
or placement agent, from also receiving compensation for services in such
capacity or capacities.
Section 6. Removal and Resignation of Trustees. The Trustees or the
-----------------------------------
Shareholders (by vote of 66-2/3% of the outstanding Shares entitled to vote
thereon) may remove at any time any Trustee with or without cause, and any
Trustee may resign at any time as Trustee without penalty by written notice to
the Trust; provided that 60 days' advance written notice shall be given in the
event that there are three or fewer Trustees at the time a notice of resignation
is submitted.
Section 7. Additional Provisions. The By-Laws may include further
---------------------
provisions for Trustees' votes and meetings and related matters not inconsistent
with the provisions hereof.
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ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers. The Shareholders shall have power to vote
-------------
only (i) for the election of Trustees as provided in Section 1 of Article IV,
provided, however, that no meeting of Shareholders is required to be called for
the purpose of electing Trustees unless and until such time as less than a
majority of the Trustees have been elected by the Shareholders; (ii) for the
removal of Trustees as provided in Section 6 of Article IV; (iii) with respect
to any investment manager or advisor as provided in Section 5 of Article IV;
(iv) with respect to any amendment of this Declaration of Trust as provided in
Section 8 of Article X; (v) with respect to the termination of the Trust or a
Series or Class of Shares as provided in Section 4 of Article X; and (vi) with
respect to such additional matters relating to the Trust as may be required by
law, by this Declaration of Trust, or the By-Laws of the Trust or any
registration of the Trust with the Commission or any state, or as the Trustees
may consider desirable. Each whole Share shall be entitled to one vote as to
any matter on which it is entitled to vote (except that in the election of
Trustees said vote may be cast for as many persons as there are Trustees to be
elected), and each fractional Share shall be entitled to a proportionate
fractional vote. There shall be no cumulative voting in the election of
Trustees. Notwithstanding any other provision of this Declaration of Trust, on
any matter submitted to a vote of Shareholders, all Shares of the Trust then
entitled to vote shall be voted in the aggregate as a single class without
regard to Series or Classes of Shares, except (i) when required by the 1940 Act
or when the Trustees have determined that the matter affects one or more Series
or Classes differently, Shares shall be voted by individual Series or Class, and
(ii) when the Trustees have determined that the matter affects only the
interests of one or more Series or Classes, only Shareholders of such Series or
Classes shall be entitled to vote thereon.
Shares may be voted in person or by proxy. A proxy with respect to Shares
held in the name of two or more persons shall be valid if executed by any one of
them, unless at or prior to exercise of the proxy the Trust receives a specific
written notice to the contrary from any one of them. A proxy purporting to be
executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving invalidity
shall rest on the challenger. Whenever no Shares of any Series or Class are
issued and outstanding, the Trustees may exercise with respect to such Series or
Class all rights of Shareholders and may take any action required by law, this
Declaration of Trust or the By-Laws of the Trust to be taken by Shareholders.
Section 2. Meetings. No annual or regular meeting of Shareholders is
--------
required. Meetings of the Shareholders maybe called by the Trustees or such
other person or persons as may be specified in the By-Laws and shall be called
by the Trustees upon the written request of Shareholders owning at least 10% of
the outstanding Shares entitled to vote. Shareholders shall be entitled to at
least ten days' prior notice of any meeting.
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Section 3. Quorum and Required Vote. A majority of the outstanding Shares
------------------------
shall be a quorum for the transaction of business at a Shareholders' meeting,
except that where any provision of law or of this Declaration of Trust permits
or requires the holders of Shares of any Series or Class to vote by Series or
Class, then a majority of the aggregate number of Shares of that Series or Class
entitled to vote shall be necessary to constitute a quorum for the transaction
of business in respect of that Series or Class. Any lesser number, however,
shall be sufficient for adjournment and any adjourned session or sessions may be
held within 90 days after the date set for the original meeting without the
necessity of further notice. Except when a larger number is required by any
provision of this Declaration of Trust or the By-Laws of the Trust and subject
to any applicable requirements of law, a majority of the Shares voted shall
decide any question, provided that where any provision of law or of this
Declaration of Trust permits or requires the holders of Shares of any Series or
Class to vote by Series or Class, then a majority of the Shares of that Series
or Class voted on the matter shall decide that matter insofar as that Series or
Class is concerned.
Section 4. Action by Written Consent. Any action required or permitted to
-------------------------
be taken at any meeting may be taken without a meeting if a consent in writing,
setting forth such action, is signed by a majority of Shareholders entitled to
vote on the subject matter thereof (or such larger proportion thereof as shall
be required by any express provision of this Declaration of Trust) and such
consent is filed with the records of the Trust.
Section 5. Additional Provisions. The By-Laws may include additional
---------------------
provisions for Shareholders' votes and meetings and related matters.
ARTICLE VI
ALLOCATIONS
Section 1. Net Income and Net Loss. For each day, Net Income or Net
-----------------------
Loss of the Trust, if any, shall be allocated among the Shareholders and
credited or charged, as the case may be, to their Book Capital Accounts and Tax
Capital Accounts in accordance with their Percentage Interests on such day.
Section 2. Book Sales Gain and Book Sales Loss. For each day, Book Sales
-----------------------------------
Gain or Book Sales Loss of the Trust, if any, shall be allocated among the
Shareholders and credited or charged, as the case may be, to their Book Capital
Accounts in accordance with their Percentage Interests on such day.
Section 3. Tax Sales Gain and Tax Sales Loss. For each day, Tax Sales
---------------------------------
Gain or Tax Sales Loss of the Trust, if any, shall be allocated among the
Shareholders and credited or charged, as the case may be, to their Tax Capital
Accounts as follows:
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(a) Tax Sales Gain shall be allocated, first, to those Shareholders
with Positive Book/Tax Disparities in proportion to and to the extent thereof,
second, to the Shareholders in such manner so as to eliminate as quickly as
possible any difference between the ratio (expressed as a percentage) of each
Shareholder's Positive Tax/Book Disparity to the aggregate Positive Tax/Book
Disparities of all Shareholders and such Shareholder's Percentage Interest, and,
thereafter, to all Shareholders in accordance with their Percentage Interests.
(b) Tax Sales Loss shall be allocated, first, to those Shareholders
with Positive Tax/Book Disparities in proportion to and to the extent thereof,
second, to the Shareholders in such manner so as to eliminate as quickly as
possible any difference between the ratio (expressed as a percentage) of each
Shareholder's Positive Book/Tax Disparity to the aggregate Positive Book/Tax
Disparities of all Shareholders and such Shareholder's Percentage Interest, and,
thereafter, to all Shareholders in accordance with their Percentage Interests.
Section 4. Remaining Built-in Gain and Remaining Built-in Loss. Whenever
---------------------------------------------------
the Trust recognizes gain or loss for federal income tax purposes from the sale
or other disposition of a security, any Remaining Built-in Gain or Remaining
Built-in Loss with respect to such security shall be allocated to the
Shareholder who contributed such security to the Trust.
Section 5. Remaining Appreciated Gain and Remaining Appreciated Loss.
---------------------------------------------------------
(a) For purposes of computing a Shareholder's Positive Book/Tax
Disparity or Positive Tax/Book Disparity, such Shareholder's share of Remaining
Appreciated Gain or Remaining Appreciated Loss with respect to an Appreciated
Security or a Depreciated Security shall be determined by such Shareholder's
Percentage Interest on the day such security became an Appreciated Security or a
Depreciated Security.
(b) Whenever the Trust recognizes gain or loss for federal income tax
purposes from the sale or other disposition of a security, any Remaining
Appreciated Gain or Remaining Depreciated Loss with respect to such security
shall be allocated to the Shareholders in accordance with their Percentage
Interests on the day such security became an Appreciated Security or a
Depreciated Security.
Section 6. Distribution In-kind. Whenever the Trust makes an in-kind
--------------------
distribution of a security to any Shareholder, such security shall be treated
for all purposes of this Declaration of Trust as sold for an amount equal to the
Gross Asset Value of such security on the day of distribution.
Section 7. Code Section 754 Adjustment. Whenever an adjustment to the
---------------------------
Adjusted Basis of any security pursuant to Sections 734(b) or 743(b) of the Code
is required pursuant to Section 1.704-1(b)(2)(iv)(m) of the regulations
promulgated thereunder to be taken into account in determining capital accounts
as the result of a distribution to a Shareholder in complete liquidation of its
interest in the Trust, appropriate adjustments shall be made in the Tax Capital
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Accounts (and related items) of Shareholders to reflect such adjustment. Any
elections or other decisions relating to allocations under this Article VI shall
be made by the Trustees in any manner that reasonably reflects the purpose and
intention of this Declaration of Trust. Allocations of Tax Sales Gain, Tax
Sales Loss, Remaining Built-in Gain, Remaining Built-in Loss, Remaining
Appreciated Gain and Remaining Depreciated Loss are solely for purposes of
federal, state and local taxes and shall not affect, or in any way be taken into
account, in computing any Shareholder's Book Capital Account or share of Book
Sales Gain and Book Sales Loss, other related items or distributions pursuant to
any provisions of this Declaration of Trust.
ARTICLE VII
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions. The Trustees shall distribute periodically to
-------------
the Shareholders of each Series an amount approximately equal to the net income
of that Series, determined by the Trustees or as they may authorize and as
herein provided. Distributions of income may be made in one or more payments,
which shall be in Shares, cash or otherwise, and on a date or dates and as of a
record date or dates determined by the Trustees. At any time and from time to
time in their discretion, the Trustees also may cause to be distributed to the
Shareholders of any one or more Series as of a record date or dates determined
by the Trustees, in Shares, cash or otherwise, all or part of any gains realized
on the sale or disposition of the assets of the Series or all or part of any
other principal of the Trust attributable to the Series. Each distribution
pursuant to this Section 1 shall be made ratably according to the number of
Shares of the Series held by the several holders thereof on the record date for
such distribution, except to the extent otherwise required or permitted by the
preferences and special or relative rights and privileges of any Classes of
Shares of that Series, and any distribution to the holders of a particular Class
of Shares of such Series shall be made to such holders pro rata in proportion to
the number of Shares of such Class and Series held by each of them. No
distribution need be made on Shares purchased pursuant to orders received, or
for which payment is made, after such time or times as the Trustees may
determine.
Section 2. Determination of Net Income. In determining the net income of
---------------------------
each Series or Class of Shares for any period, there shall be deducted from
income for that period (a) such portion of all charges, taxes, expenses and
liabilities due or accrued as the Trustees shall consider properly chargeable
and fairly applicable to income for that period or any earlier period and (b)
whatever reasonable reserves the Trustees shall consider advisable for possible
future charges, taxes, expenses and liabilities which the Trustees shall
consider properly chargeable and fairly applicable to income for that period or
any earlier period. The net income of each Series or Class for any period may
be adjusted for amounts included on account of net income in the net asset value
of Shares of that Series or Class issued or redeemed or repurchased during the
period. In determining the net income of a Series or Class for a period ending
on a date other than the end of its fiscal year, income may be estimated as the
Trustees shall deem fair. Gains on the sale or
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disposition of assets shall not be treated as income, and losses shall not be
charged against income, unless appropriate under applicable accounting
principles, except in the exercise of the discretionary powers of the Trustees.
Any amount contributed to the Trust which is received as income pursuant to a
decree of any court of competent jurisdiction shall be applied as required by
the said decree .
Section 3. Redemptions. Any Shareholder shall be entitled to require the
-----------
Trust to redeem and the Trust shall be obligated to redeem at the option of such
Shareholder all or any part of the Shares of any Series or Class owned by said
Shareholder, at the redemption price, pursuant to the method, upon the terms and
subject to the conditions hereinafter set forth:
(a) Certificates for Shares, if issued, shall be presented for
redemption in proper form for transfer to the Trust, or the agent of the Trust
appointed for such purpose, and shall be presented with a written request that
the Trust redeem all or any part of the Shares represented thereby.
(b) The redemption price per Share of any Series or Class shall be
the net asset value per Share of that Series or Class when next determined by
the Trust at such time or times as the Trustees shall designate, following the
time of presentation of certificates for Shares, if issued, and an appropriate
request for redemption, or such other time as the Trustees may designate in
accordance with any provision of the 1940 Act, or any rule or regulation made or
adopted by any securities association registered under the Securities Exchange
Act of 1934, as determined by the Trustees, less any applicable charge or fee
imposed from time to time as determined by the Trustees.
(c) Net asset value of each Series or Class of Shares (for the
purpose of issuance of Shares as well as redemptions thereof) shall be
determined by dividing:
(i) the total value of the assets of such Series or Class
determined as provided in paragraph (d) below less, to the extent determined by
or pursuant to the direction of the Trustees in accordance with generally
accepted accounting principles, all debts, obligations and liabilities of such
Series or Class (which debts, obligations and liabilities shall include, without
limitation of the generality of the foregoing, any and all debts, obligations,
liabilities or claims, of any and every kind and nature, fixed, accrued and
otherwise, including the estimated accrued expenses of management and
supervision, administration and distribution and any reserves or charges for any
or all of the foregoing, whether for taxes, expenses or otherwise, and the price
of Shares redeemed but not paid for, but excluding the Trust's liability upon
its Shares and its surplus), by
(ii) the total number of Shares of such Series or Class
outstanding.
The Trustees are empowered, in their absolute discretion, to establish
other methods for determining such net asset value whenever such other methods
are deemed by them
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to be necessary to enable the Trust to comply with applicable law, or are deemed
by them to be desirable, provided they are not inconsistent with any provision
of the 1940 Act.
(d) In determining for the purposes of this Declaration of Trust the
total value of the assets of each Series or Class of Shares at any time,
investments and any other assets of such Series or Class shall be valued in such
manner as may be determined from time to time by or pursuant to the order of the
Trustees.
(e) Payment of the redemption price by the Trust may be made either
in cash or in securities or other assets at the time owned by the Trust or
partly in cash and partly in securities or other assets at the time owned by the
Trust. The value of any part of such payment to be made in securities or other
assets of the Trust shall be the value employed in determining the redemption
price. Payment of the redemption price shall be made on or before the seventh
day following the day on which the Shares are properly presented for redemption
hereunder, except that delivery of any securities included in any such payment
shall be made as promptly as any necessary transfers on the books of the issuers
whose securities are to be delivered can be made, and except as postponement of
the date of payment may be permissible under the 1940 Act.
Pursuant to resolution of the Trustees, the Trust may deduct from the
payment made for any Shares redeemed an amount not in excess of any applicable
charge or fee determined by the Trustees from time to time.
(f) The right of any holder of Shares redeemed by the Trust as
provided in this Article VII to receive dividends or distributions thereon and
all other rights of such holder with respect to such Shares shall terminate at
the time as of which the redemption price of such Shares is determined, except
the right of such holder to receive (i) the redemption price of such Shares from
the Trust in accordance with the provisions hereof, and (ii) any dividend or
distribution to which such holder previously had become entitled as the record
holder of such Shares on the record date for such dividend or distribution.
(g) Redemption of Shares by the Trust is conditional upon the Trust
having funds or other assets legally available therefor.
(h) The Trust, either directly or through an agent, may repurchase
its Shares, out of funds legally available therefor, upon such terms and
conditions and for such consideration as the Trustees shall deem advisable, by
agreement with the owner at a price not exceeding the net asset value per Share
as determined by or pursuant to the order of the Trustees at such time or times
as the Trustees shall designate, less any applicable charge, if and as fixed by
the Trustees from time to time, and to take all other steps deemed necessary or
advisable in connection therewith.
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(i) Shares purchased or redeemed by the Trust shall be canceled or
held by the Trust for reissue, as the Trustees from time to time may determine.
(j) The obligations set forth in this Article VII may be suspended or
postponed, (1) for any period (i) during which the New York Stock Exchange is
closed other than for customary weekend and holiday closings, or (ii) during
which trading on the New York Stock Exchange is restricted; (2) for any period
during which an emergency exists as a result of which (i) the disposal by the
Trust of investments owned by it is not reasonably practicable, or (ii) it is
not reasonably practicable for the Trust fairly to determine the value of its
net assets; or (3) for such other periods as the Commission or any successor
governmental authority by order may permit.
(k) Shareholders of the Trust shall not be liable for obligations of
the Trust arising from conduct on a date or dates after the date on which they
have redeemed their Shares of the Trust.
Notwithstanding any other provision of this Section 3 of Article VII, if
certificates representing such Shares have been issued, the redemption or
repurchase price need not be paid by the Trust until such certificates are
presented in proper form for transfer to the Trust or the agent of the Trust
appointed for such purpose; however, the redemption or repurchase shall be
effective, in accordance with the resolution of the Trustees, regardless of
whether or not such presentation has been made.
Section 4. Redemptions at the Option of the Trust. The Trust shall have
--------------------------------------
the right at its option and at any time to redeem Shares of any Shareholder at
the net asset value thereof as determined in accordance with Section 3 of
Article VII of this Declaration of Trust: (i) if at such time such Shareholder
owns fewer Shares than, or Shares having an aggregate net asset value of less
than, an amount determined from time to time by the Trustees; or (ii) to the
extent that such Shareholder owns Shares of a particular Series or Class equal
to or in excess of a percentage of the outstanding Shares of that Series or
Class determined from time to time by the Trustees; or (iii) to the extent that
such Shareholder owns Shares of the Trust representing a percentage equal to or
in excess of such percentage of the aggregate number of outstanding Shares of
the Trust or the aggregate net asset value of the Trust determined from time to
time by the Trustees.
Section 5. Dividends, Distributions, Redemptions and Repurchases. No
-----------------------------------------------------
dividend or distribution (including, without limitation, any distribution paid
upon termination of the Trust or of any Series) with respect to, nor any
redemption or repurchase of, the Shares of any Series or Class shall be effected
by the Trust other than from the assets of such Series or Class.
Section 6. Power to Modify Foregoing Powers. Notwithstanding any of the
--------------------------------
foregoing provisions of this Article VII, the Trustees may prescribe in their
absolute discretion such other bases and times for the declaration and payment
of dividends and distributions as they may deem desirable or may enable the
Trust to comply with or to obtain desirable treatment under any
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<PAGE>
provision of the 1940 Act or the Code, including any rule or regulation adopted
by the Commission or any securities association registered under the Securities
Exchange Act of 1934, or any order of exemption issued by the Commission or any
rule or regulation issued under the Code, all as in effect now or as hereafter
amended or modified.
ARTICLE VIII
COMPENSATION AND LIMITATION OF
LIABILITY OF TRUSTEES
Section 1. Compensation. The Trustees shall be entitled to reasonable
------------
compensation from the Trust and may fix the amount of their compensation.
Section 2. Limitation of Liability. A Trustee, when acting in such
-----------------------
capacity, shall not be personally liable to any person other than the Trust or
any Shareholder for any act, omission or obligation of the Trust or any Trustee.
The Trustees shall not be responsible or liable to the Trust or any Shareholder
in any event for any neglect or wrongdoing of any officer, agent, employee or
Manager of the Trust, nor shall any Trustee be responsible for the act or
omission of any other Trustee, but nothing herein contained shall protect any
Trustee against any liability to the Trust or a Shareholder to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
ARTICLE IX
INDEMNIFICATION
Section 1. Indemnification of Trustees, Officers, Employees and Agents.
-----------------------------------------------------------
(a) Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding"), by
reason of the fact that he is or was a Trustee or officer of the Trust or is or
was serving at the request of the Trust as a trustee, director, officer,
employee or agent of another trust or of a corporation, partnership, joint
venture or other enterprise, including service with respect to an employee
benefit plan (a "Covered Person"), whether the basis of such Proceeding is
alleged action in an official capacity as a trustee, director, officer, employee
or agent or in any other capacity while serving as a trustee, director, officer,
employee or agent, shall be indemnified and held harmless by the Trust to the
fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendments permits the Trust to provide broader
indemnification rights than such law permitted the Trust to provide prior to
such amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines,
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taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such Covered Person in connection therewith (provided that no
indemnification shall be granted by the Trust in contravention of the 1940 Act)
and such indemnification shall continue as to a Covered Person who has ceased to
be a Trustee, director, officer, employee or agent and shall inure to the
benefit of the Covered Person's heirs, executors and administrators; provided,
however, that, except as provided in paragraph (b) hereof with respect to
Proceedings to enforce rights to indemnification, the Trust shall indemnify any
such Covered Person in connection with a Proceeding (or part thereof) initiated
by such Covered Person only if such Proceeding (or part thereof) was authorized
by the Trustees of the Trust. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be paid by the
Trust the expenses incurred in defending any such Proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by a Covered Person in his capacity as a Trustee, director or
officer (and not in any other capacity in which service was or is rendered by
such Covered Person) shall be made only upon delivery to the Trust of an
undertaking (an "Undertaking"), by or on behalf of such Covered Person, to repay
all amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (a "Final Adjudication")
that such Covered Person is not entitled to be indemnified for such expenses
under this Section or otherwise.
(b) If a claim under paragraph (a) of this Section 1 is not paid in
full by the Trust within 60 days after a written claim has been received by the
Trust, except in the case of a claim for an advancement of expenses, in which
case the applicable period shall be 20 days, the Covered Person may at any time
thereafter bring suit against the Trust to recover the unpaid amount of the
claim. If successful in whole or in part in any such suit, or in a suit brought
by the Trust to recover an advancement of expenses pursuant to the terms of an
undertaking, the Covered Person shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the Covered
Person to enforce a right to indemnification hereunder (but not in a suit
brought by the Covered Person to enforce a right to an advancement of expenses)
it shall be a defense that, and (ii) in any suit by the Trust to recover an
advancement of expenses pursuant to the terms of an undertaking the Trust shall
be entitled to recover such expenses upon a Final Adjudication that, the Covered
Person has not met the applicable standard of conduct set forth in the Delaware
General Corporation Law. Neither the failure of the Trust (including its
Trustees, independent legal counsel, or its Shareholders) to have made a
determination prior to the commencement of such suit that indemnification of the
Covered Person is proper in the circumstances because the Covered Person has met
the applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Trust (including its Trustees,
independent legal counsel, or its Shareholders) that the Covered Person has not
met such applicable standard of conduct, shall create a presumption that the
Covered Person has not met the applicable standard of conduct or, in the case of
such a suit brought by the Covered Person, be a defense to such suit. In any
suit brought by the Covered Person to enforce a right to indemnification or to
an advancement of expenses hereunder, or by the Trust to recover an advancement
of expenses pursuant to the terms
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<PAGE>
of an Undertaking, the burden of proving that the Covered Person is not entitled
to be indemnified, or to such advancement of expenses, under this Article or
otherwise shall be on the Trust.
(c) The rights to indemnification and to the advancement of expenses
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, this Declaration of
Trust or the By-Laws, any agreement, vote of Shareholders or disinterested
Trustees or otherwise.
(d) The Trust may maintain insurance, at its expense, to protect
itself and any Trustee, director, officer, employee or agent of the Trust or
another trust, corporation, partnership, joint venture or other enterprise
against any expense, liability or loss, whether or not the Trust would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
(e) The Trust may, to the extent authorized from time to time by the
Trustees, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Trust to the fullest extent of the provisions of
this Section with respect to the indemnification and advancement of expenses of
Trustees and officers of the Trust.
Section 2. Merged Persons. For the purposes of this Article references to
--------------
"the Trust" include any constituent person (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, trustees, officers, employees or agents as well as the resulting or
surviving person; so that any person who is or was a director, trustee, officer,
employee or agent of such a constituent person or is or was serving at the
request of such a constituent person as a director, trustee, officer, employee
or agent of another person shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving person as he would
have with respect to such a constituent person if its separate existence had
continued.
Section 3. Shareholders. In case any Shareholder or former Shareholder
------------
shall be held to be personally liable solely by reason of his being or having
been an Shareholder and not because of his acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his heirs, executors,
administrators or other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) shall be entitled out of
the assets of the particular Series of which he is or was a Shareholder to be
held harmless from and indemnified against all losses and expenses arising from
such liability. Upon request, the Trust shall cause its counsel to assume the
defense of any claim which, if successful, would result in an obligation of the
Trust to indemnify the Shareholder as aforesaid.
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ARTICLE X
OTHER GENERAL PROVISIONS
Section 1. Trustees' Good Faith Action, Expert Advice, No Bond or Surety.
-------------------------------------------------------------
The exercise by the Trustees of their powers and discretion hereunder under the
circumstances then prevailing shall be binding upon everyone interested.
Subject to Section 2 of Article VIII, 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 Trustee, and for nothing else,
and shall not be liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust or otherwise with respect to the
management of the Trust, and subject to the provisions of Section 2 of Article
VIII shall be under no liability for any act or omission in accordance with such
advice or for failing to follow such advice. The Trustees shall not be required
to give any bond as such, nor any surety if a bond is required.
Section 2. 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 pursuant hereto
or to see to the application of any payments made or property transferred to the
Trust or upon its order.
Section 3. Trustees, Officers, etc. Not Personally Liable; Notice. All
------------------------------------------------------
persons extending credit to, contracting with or having any claim against the
Trust, or a particular Series of Shares, shall look only to the assets of the
Trust and the Shareholders to the extent set forth in Section 5 of Article III,
or the assets and the Shareholders of that particular Series, as the case may
be, for payment under such credit, contract or claim; and neither the Trustees
nor any of the Trust's officers, employees or agents, whether past, present or
future, shall be personally liable therefor. Every note, bond, contract,
instrument, certificate, share or undertaking, and every other act or thing
whatsoever executed or done by or on behalf of the Trust or the Trustees or any
of them in connection with the Trust, shall be deemed conclusively to have been
executed or done only in their or his capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon. Every note, bond,
contract or other undertaking issued by or on behalf of a particular Series
shall include a recitation limiting the obligation represented thereby to that
Series and its assets.
Section 4. Termination of Trust. Unless terminated as provided herein,
--------------------
the Trust shall continue without limitation of time. The Trust may be
terminated at any time by vote of Shareholders holding at least a majority of
the Shares entitled to vote or by the Trustees by written notice to the
Shareholders. Any Series may be terminated at any time by vote of Shareholders
holding at least a majority of the Shares of such Series entitled to vote or by
the Trustees by written notice to the Shareholders of such Series.
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<PAGE>
Upon termination of the Trust or of any one or more Series of Shares, after
paying or otherwise providing for all charges, taxes, expenses and liabilities,
whether due or accrued or anticipated as may be determined by the Trustees, the
Trust shall reduce, in accordance with such procedures as the Trustees consider
appropriate, the remaining assets to distributable form in cash or shares or
other securities, or any combination thereof, and distribute the proceeds to the
Shareholders of the Series involved, ratably according to the number of Shares
of such Series held by the several holders of Shares of such Series on the date
of termination, except to the extent otherwise required or permitted by the
preferences and special or relative rights and privileges of any Class of Shares
of that Series, provided that any distribution to the Shareholders of a
particular Class of Shares of a Series shall be made to such Shareholders pro
rata in proportion to the number of Shares of such Class and Series held by each
of them.
Upon termination of the Trust, following completion of winding up of its
business, the Trustees shall cause a certificate of cancellation of the Trust's
certificate of trust to be filed in accordance with Section 3810 of the Delaware
Act, which certificate of cancellation may be signed by any one Trustee.
Section 5. Filing of Copies, References, Headings. The initial Trustees
--------------------------------------
shall file a certificate of trust of the Trust with the Secretary of State of
the State of Delaware in accordance with Section 3810 of the Delaware Act. The
original or a copy of this instrument and of each amendment hereto and of each
declaration of trust supplemental hereto shall be kept at the office of the
Trust where it may be inspected by any Shareholder. Anyone dealing with the
Trust may rely on a certificate by an officer of the Trust as to whether or not
any such amendments or supplemental declarations of trust have been made and as
to matters in connection with the Trust hereunder; and, with the same effect as
if it were the original, may rely on a copy certified by an officer of the Trust
to be a copy of this instrument or of any such amendment or supplemental
declaration of trust. In this instrument or in any such amendment or
supplemental declaration of trust, references to this instrument, and all
expressions like "herein," "hereof" and "hereunder," shall be deemed to refer to
this instrument as amended or affected by any such amendment or supplemental
declaration of trust. Headings are placed herein for convenience of reference
only and in case of any conflict, the text of this instrument, rather than the
headings, shall control. This instrument may be executed in any number of
counterparts each of which shall be deemed an original. This instrument shall
not become effective until a counterpart has been executed by each Trustee.
Section 6. Applicable Law. This Declaration of Trust shall be governed by
--------------
and construed in accordance with the laws of the State of Delaware. The trust
created hereby shall be a business trust created under, and subject to the
provisions of, the Delaware Act and may exercise all powers which are ordinarily
exercised by such a trust under the Delaware Act; provided, however, that there
shall not be applicable to the Trust, the Trustees, the Shareholders or this
Declaration of Trust (a) the provisions of Section 3540 of Title 12 of the
Delaware Code or (b) any provisions of the laws (statutory or common) of the
State of Delaware (other than the
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Delaware Act) pertaining to trusts which are inconsistent with the rights,
duties, powers, limitations or liabilities of the Trustees set forth or
referenced in this Declaration of Trust.
Section 7. Amendments. Except as specifically provided herein, the
----------
Trustees may, without Shareholder vote, amend or otherwise supplement this
Declaration of Trust by an instrument in writing signed by a majority of the
Trustees; provided, however, the Shareholders shall have the right to vote (a)
on any amendment which would affect their right to vote granted in Section 1 of
Article V hereof, (b) on any amendment to this Section, (c) on any amendment as
may be required by the 1940 Act, and (d) on any amendment submitted to them by
the Trustees. Without limiting the generality of the foregoing, amendments
having the purpose of changing the name of the Trust or of any Series or Class
of Shares or of supplying any omission, curing any ambiguity, or curing,
correcting or supplementing any provision which is defective or inconsistent
with the 1940 Act or with the requirements of the Code and the regulations
thereunder for the Trust's obtaining desirable treatment thereunder available to
regulated investment companies shall not require authorization by Shareholder
vote. Any amendment required or permitted to be submitted to the Shareholders
which, as the Trustees determine, shall affect the Shareholders of one or more
Series or Classes shall be authorized by vote of the Shareholders of each Series
or Class affected and no vote of Shareholders of a Series or Class not affected
shall be required.
Section 8. Reorganization. Notwithstanding anything else herein, the
--------------
Trustees, in order to change the form of organization of the Trust, may, without
Shareholder approval, (a) cause the Trust to merge or consolidate with or into
one or more trusts, partnerships, associations or corporations so long as the
surviving or resulting entity is an investment company under the 1940 Act, or is
a series thereof, or (b) cause the Trust or any Series to incorporate under the
laws of any jurisdiction. Any agreement of merger or consolidation or
certificate of merger may be signed by a majority of the Trustees and facsimile
signatures conveyed by electronic or telecommunication means shall be valid.
Pursuant to and in accordance with the provisions of Section 3815(f) of the
Delaware Act, and notwithstanding anything else herein, an agreement of merger
or consolidation approved by the Trustees in accordance with this Section may
effect any amendment to this Declaration of Trust or effect the adoption of a
new declaration of trust of the Trust if it is the surviving or resulting trust
in the merger or consolidation.
Section 9. Sale of Assets. Notwithstanding anything else herein, the
--------------
Trustees may, without Shareholder approval, sell and convey all or substantially
all of the assets of the Trust or any Series to one or more trusts,
partnerships, associations or corporations so long as the transferee is an
investment company under the 1940 Act, or is a series thereof. Any sale shall
be for such consideration as the Trustees, in their absolute discretion, deem
adequate and may include the assumption of all outstanding obligations, taxes
and other liabilities, accrued or contingent, of the Trust or any Series and may
include shares of beneficial interest, stock or other ownership interest of the
transferee or of a series thereof.
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Section 10. Acquisition of Assets. In connection with the acquisition of
---------------------
all or substantially all the assets or stock of another investment company,
investment trust or a company classified as a personal holding company under the
Code, the Trustees may issue or cause to be issued Shares of any Series and
accept in payment therefor in lieu of cash such assets at their market value or
such stock at the market value of the assets held by such investment company,
investment trust or personal holding company with or without adjustment for
contingent costs or liabilities.
IN WITNESS WHEREOF, each of the undersigned Trustees has hereunto set his
hand for himself and his assigns as of the day and year first above written.
/s/ William K. Morrill, Jr.
--------------------------------
William K. Morrill, Jr., Trustee
State of Maryland )
ss.:
County of Anne Arundel )
On this 18th day of September, 1997, before me personally came the above-
named Trustee of the Trust, to me known, and known to me to be the person
described in and who executed the foregoing instrument and who duly acknowledged
to me that he had executed the same.
/s/ T.J. Lott
---------------------
Notary Public
My Commission Expires
May 1, 1998
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<PAGE>
Exhibit 1(c)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF TRUST
LASALLE MASTER TRUST
LASALLE MASTER TRUST, A business trust organized and existing under the
Delaware Business Trust Act (12 Del. C. (S)(S) 3801, et seq.), does hereby
certify that:
FIRST: The name of the business trust (hereinafter called the "Trust") is
LASALLE MASTER TRUST.
SECOND: The Certificate of Trust of the Trust is hereby amended by
striking Article 1 thereof and by substituting in lieu of said Article the
following new Article 1:
"1. Name. The name of the business trust is LaSalle Partners Master
----
Trust."
THIRD: This Certificate of Amendment shall be effective upon the date and
time of filing.
IN WITNESS WHEREOF, the undersigned trustee of the Trust has executed this
Certificate of Amendment as of the 30th day of December, 1997.
/s/ Keith R. Pauley
-------------------
Keith R. Pauley
Trustee
<PAGE>
EXHIBIT 2
LASALLE MASTER TRUST
BY-LAWS
ARTICLE 1
DECLARATION OF TRUST AND PRINCIPAL OFFICE
1.1 Declaration of Trust. These By-Laws shall be subject to the
--------------------
Declaration of Trust, as from time to time in effect (the "Declaration of
Trust"), of the above named Delaware business trust (the "Trust") established
by the Declaration of Trust.
1.2 Principal Office of the Trust.
-----------------------------
The principal office of the Trust shall be located at 100 East Pratt
Street, Baltimore, Maryland 21202.
ARTICLE 2
MEETINGS OF TRUSTEES
2.1 Regular Meetings. Regular meetings of the Trustees may be held
----------------
without call or notice at such places and at such times as the Trustees from
time to time may determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the Trustees may be held at any
----------------
time and at any place designated in the call of the meeting when called by the
President or the Treasurer or by two or more Trustees, sufficient notice thereof
being given to each Trustee by the Secretary or an Assistant Secretary or by the
officer or the Trustees calling the meeting.
2.3 Notice of Special Meetings. It shall be sufficient notice to a
--------------------------
Trustee of a special meeting to send notice by mail at least forty-eight hours
or by telegram at least twenty-four hours before the meeting addressed to the
Trustee at his or her usual or last known business or residence address or to
give notice to him or her in person or by telephone at least twenty-four hours
before the meeting. Notice of a meeting need not be given to any Trustee if a
written waiver of notice, executed by him or her before or after the meeting, is
filed with the records of the meeting, or to any Trustee who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him or her. Neither notice of a meeting nor a waiver of a notice need specify
the purposes of the meeting.
<PAGE>
2.4 Notice of Certain Actions by Consent. If in accordance with the
------------------------------------
provisions of the Declaration of Trust any action is taken by the Trustees by a
written consent of less than all of the Trustees, then prompt notice of any such
action shall be furnished to each Trustee who did not execute such written
consent, provided that the effectiveness of such action shall not be impaired by
any delay or failure to furnish such notice.
ARTICLE 3
OFFICERS
3.1 Enumeration; Qualification. The officers of the Trust shall be a
--------------------------
President, a Treasurer, a Secretary and such other officers, if any, as the
Trustees from time to time may in their discretion elect. The Trust also may
have such agents as the Trustees from time to time may in their discretion
appoint. Officers may, but need not, be Trustees or Interestholders. Any two
or more offices may be held by the same person.
3.2 Election. The President, the Treasurer and the Secretary shall be
--------
elected by the Trustees upon the occurrence of any vacancy in any such office.
Other officers, if any, may be elected or appointed by the Trustees at any time.
Vacancies in any such other office may be filled at any time.
3.3 Tenure. The President, Treasurer and Secretary shall hold office in
------
each case until he or she sooner dies, resigns, is removed or becomes
disqualified. Each other officer shall hold office and each agent shall retain
authority at the pleasure of the Trustees.
3.4 Powers. Subject to the other provisions of these By-Laws, each
------
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as commonly are incident
to the office occupied by him or her as if the Trust were organized as a
Delaware corporation or such other duties and powers as the Trustees may from
time to time designate.
3.5 President. Unless the Trustees otherwise provide, the President shall
---------
preside at all meetings of the Interestholders and of the Trustees. Unless the
Trustees otherwise provide, the President shall be the chief executive officer.
3.6 Treasurer. The Treasurer shall be the chief financial and accounting
---------
officer of the Trust, and, subject to the provisions of the Declaration of Trust
and to any arrangement made by the Trustees with a custodian, investment adviser
or manager, or transfer, shareholder servicing or similar agent, shall be in
charge of the valuable papers, books of account and accounting records of the
Trust, and shall have such other duties and powers as may be designated from
time to time by the Trustees or by the President.
2
<PAGE>
3.7 Secretary. The Secretary shall record all proceedings of the
---------
Interestholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence
of the Secretary from any meeting of the Interestholders or Trustees, an
Assistant Secretary, or if there be none or if he or she is absent, a temporary
secretary chosen at such meeting shall record the proceedings thereof in the
aforesaid books.
3.8 Resignations and Removals. Any Trustee or officer may resign at any
-------------------------
time by written instrument signed by him or her and delivered to the President
or Secretary or to a meeting of the Trustees. Such resignation shall be
effective upon receipt unless specified to be effective at some other time. The
Trustees may remove any officer elected by them with or without cause. Except
to the extent expressly provided in a written agreement with the Trust, no
Trustee or officer resigning and no officer removed shall have any right to any
compensation for any period following his or her resignation or removal, or any
right to damages on account of such removal.
ARTICLE 4
COMMITTEES
4.1 Appointment. The Trustees may appoint from their number an Executive
-----------
Committee and other committees. Except as the Trustees otherwise may determine,
any such committee may make rules for conduct of its business.
4.2 Quorum; Voting. A majority of the members of any committee of the
--------------
Trustees shall constitute a quorum for the transaction of business, and any
action of such a committee may be taken at a meeting by a vote of a majority of
the members present (a quorum being present).
ARTICLE 5
REPORTS
The Trustees and officers shall render reports at the time and in the
manner required by the Declaration of Trust or any applicable law. Officers and
committees shall render such additional reports as they may deem desirable or as
may from time to time be required by the Trustees.
3
<PAGE>
ARTICLE 6
FISCAL YEAR
The fiscal year of the Trust shall be fixed, and shall be subject to
change, by the Board of Trustees.
ARTICLE 7
SEAL
The seal of the Trust shall consist of a flat-faced die with the word
"Delaware", together with the name of the Trust and the year of its organization
cut or engraved thereon but, unless otherwise required by the Trustees, the seal
shall not be necessary to be placed on, and in its absence shall not impair the
validity of, any document, instrument or other paper executed and delivered by
or on behalf of the Trust.
ARTICLE 8
EXECUTION OF PAPERS
Except as the Trustees generally or in particular cases may authorize the
execution thereof in some other manner, all deeds, leases, contracts, notes and
other obligations made by the Trustees shall be signed by the President, any
Vice President, or by the Treasurer and need not bear the seal of the Trust.
ARTICLE 9
ISSUANCE OF INTERESTS
9.1 Sale of Interests. Except as otherwise determined by the Trustees,
-----------------
the Trust will issue and sell for cash or securities from time to time, full and
fractional shares of beneficial interest (the "Interests"), such Interests to be
issued and sold at a price of not less than the net asset value per Interest as
from time to time determined in accordance with the Declaration of Trust and
these By-Laws and, in the case of fractional Interests, at a proportionate
reduction in such price. In the case of Interests sold for securities, such
securities shall be valued in accordance with the provisions for valuing assets
of the Trust as stated in the Declaration of Trust and these By-Laws. The
officers of the Trust are severally authorized to take all such actions as may
be necessary or desirable to carry out this Section 9.1.
9.2 Interest Certificates. In lieu of issuing certificates for Interests,
---------------------
the Trustees or the transfer agent either may issue receipts therefor or may
keep accounts upon the
4
<PAGE>
books of the Trust for the record holders of such Interests, who shall in either
case, for all purposes hereunder, be deemed to be the holders of certificates
for such Interests as if they had accepted such certificates and shall be held
to have expressly assented and agreed to the terms hereof.
The Trustees at any time may authorize the issuance of certificates for
Interests. In that event, each Interestholder shall be entitled to a
certificate stating the number of Interests owned by him, in such form as shall
be prescribed from time to time by the Trustees. Such certificate shall be
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer. Such signatures may be facsimile if the certificate is signed by a
transfer agent, or by a registrar, other than a Trustee, officer or employee of
the Trust. In case any officer who has signed or whose facsimile signature has
been placed on such certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with the same effect as if
he or she were such officer at the time of its issue.
9.3 Loss of Certificates. The Trust, or if any transfer agent is
--------------------
appointed for the Trust, the transfer agent with the approval of any two
officers of the Trust, is authorized to issue and countersign replacement
certificates for the Interests of the Trust which have been lost, stolen or
destroyed subject to the deposit of a bond or other indemnity in such form and
with such security, if any, as the Trustees may require.
9.4 Discontinuance of Issuance of Certificates. The Trustees at any time
------------------------------------------
may discontinue the issuance of certificates for Interests and by written notice
to each Interestholder, may require the surrender of certificates to the Trust
for cancellation. Such surrender and cancellation shall not affect the
ownership of Interests in the Trust.
ARTICLE 10
INDEMNIFICATION
10.1 Indemnification. The Trust shall provide indemnification as set
---------------
forth in the Declaration of Trust.
10.2 Procedure for Indemnification. Any indemnification under this
-----------------------------
Article (unless ordered by a court) shall be made by the Trust only as
authorized in the specific case upon a determination that indemnification of the
Trustee, director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in such section.
Such determination shall be made:
1. By the Trustees by a majority vote of a quorum consisting of
Trustees who were not parties to such action, suit or proceeding, or
5
<PAGE>
2. If such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested Trustees so directs, by independent legal counsel in a
written opinion, or
3. By the Interestholders.
10.3 Expenses. Expenses incurred in defending a civil or criminal action,
--------
suit or proceeding may be paid by the Trust in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the Trustee, director, officer, employee or agent to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the Trust as authorized in this Article. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Trustees deems appropriate.
10.4 Exclusivity, Etc. The indemnification and advancement of expenses
----------------
provided by, or granted pursuant to, this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any agreement, vote of Interestholders or
disinterested Trustees or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
ARTICLE 11
INTERESTHOLDERS
11.1 Meetings. A meeting of the Interestholders shall be called by the
--------
Secretary whenever ordered by the Trustees, or requested in writing by the
holder or holders of at least 10% of the outstanding Interests entitled to vote
at such meeting. If the meeting is a meeting of the Interestholders of one or
more series or classes of Interests, but not a meeting of all Interestholders of
the Trust, then only the Interestholders of such one or more series or classes
shall be entitled to notice of and to vote at the meeting. If the Secretary,
when so ordered or requested, refuses or neglects for more than five days to
call such meeting, the Trustees, or the Interestholders so requesting may, in
the name of the Secretary, call the meeting by giving notice thereof in the
manner required when notice is given by the Secretary.
11.2 Access to Interestholder List. Interestholders of record may apply to
-----------------------------
the Trustees for assistance in communicating with other Interestholders for the
purpose of calling a meeting in order to vote upon the question of removal of a
Trustee. When ten or more Interestholders of record who have been such for at
least six months preceding the date of application and who hold in the aggregate
Interests having a net asset value of at least $25,000 or at least l% of the
outstanding Interests, whichever is less, so apply, the Trustees shall within
five business days either:
6
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(i) afford to such applicants access to a list of names and
addresses of all Interestholders as recorded on the books of the Trust; or
(ii) inform such applicants of the approximate number of
Interestholders of record and the approximate cost of mailing material to them
and, within a reasonable time thereafter, mail materials submitted by the
applicants to all such Interestholders of record. The Trustees shall not be
obligated to mail materials which they believe to be misleading or in violation
of applicable law.
11.3 Record Dates. For the purpose of determining the Interestholders of
------------
any series or class who are entitled to vote or act at any meeting or any
adjournment thereof, or who are entitled to receive payment of any dividend or
of any other distribution, the Trustees from time to time may fix a time, which
shall be not more than 90 days before the date of any meeting of Interestholders
or the date of payment of any dividend or of any other distribution, as the
record date for determining the Interestholders of such series or class having
the right to notice of and to vote at such meeting and any adjournment thereof
or the right to receive such dividend or distribution, and in such case only
Interestholders of record on such record date shall have such right
notwithstanding any transfer of Interests on the books of the Trust after the
record date; or without fixing such record date the Trustees may for any such
purposes close the register or transfer books for all or part of such period.
11.4 Place of Meetings. All meetings of the Interestholders shall be held
-----------------
at the principal office of the Trust or at such other place as shall be
designated by the Trustees or the President of the Trust.
11.5 Notice of Meetings. A written notice of each meeting of
------------------
Interestholders, stating the place, date and hour and the purposes of the
meeting, shall be given at least ten days before the meeting to each
Interestholder entitled to vote thereat by leaving such notice with him or at
his residence or usual place of business or by mailing it, postage prepaid, and
addressed to such Interestholder at his address as it appears in the records of
the Trust. Such notice shall be given by the Secretary or an Assistant
Secretary or by an officer designated the Trustees. No notice of any meeting of
Interestholders need be given to a Interestholder if a written waiver of notice,
executed before or after the meeting by such Interestholder or his attorney
thereunto duly authorized, is filed with the records of the meeting.
11.6 Ballots. No ballot shall be required for any election unless
-------
requested by an Interestholder present or represented at the meeting and
entitled to vote in the election.
11.7 Proxies. Interestholders entitled to vote may vote either in person
-------
or by proxy in writing dated not more than six months before the meeting named
therein, which proxies shall be filed with the Secretary or other person
responsible to record the proceedings of the meeting before being voted. Unless
otherwise specifically limited by
7
<PAGE>
their terms, such proxies shall entitle the holders thereof to vote at any
adjournment of such meeting but shall not be valid after the final adjournment
of such meeting.
ARTICLE 12
AMENDMENTS TO THE BY-LAWS
These By-Laws may be amended or repealed, in whole or in part, by a
majority of the Trustees then in office at any meeting of the Trustees, or by
one or more writings signed by such a majority.
Dated: September 18, 1997.
8
<PAGE>
Exhibit 5
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the __ day of _______, 1997, by and between LaSalle
Partners Master Trust, a Delaware business trust (the "Trust"), and ABKB/LaSalle
Securities Limited, a Maryland limited partnership (the "Manager").
W I T N E S S E T H:
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is so registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, the Trust currently has a single investment portfolio and may
have additional investment portfolios from time to time; and
WHEREAS, the Manager is engaged in the business of providing investment
management and advisory services and is registered under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, the Trust desires to retain the Manager to provide investment
management services to its investment portfolios listed in the Fee Schedule
appended hereto (the "Funds"), as from time to time amended, and the Manager is
willing to perform such services on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties hereto agree as follows:
1. Appointment of Manager. The Trust hereby appoints the Manager as
----------------------
investment manager of the Funds for the period and on the terms set forth in
this Agreement. The Manager accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
2. Duties of Manager. (a) Subject to the supervision of the Board of
-----------------
Trustees of the Trust, the Manager shall be responsible for providing a
continuous investment program for each of the Funds, including the provision of
investment research and management with respect to all securities and
investments and cash equivalents purchased, sold or held by the Funds and the
selection of brokers and dealers through which portfolio transactions for the
Funds are to be executed. In carrying out its responsibilities under this
Agreement, the Manager shall at all times act in accordance with the investment
objectives, policies and restrictions of the Funds as stated in the Trust's
registration statement under the 1940 Act, as amended from time to time (the
"Registration Statement"), as well as all applicable laws and regulations.
(b) The Manager agrees that it will:
<PAGE>
(i) promptly advise the Trust's custodian and accounting services
agent of each purchase and sale, as the case may be, made on behalf of a Fund of
any security or other investment specifying in each case: the name and quantity
of the investment purchased or sold, the units and aggregate purchase or sale
price, the commission paid, the market on which the transaction was effected,
the trade date, the settlement date, the identity of the effecting broker or
dealer, and such other information as the Trust's custodian or accounting agent
may reasonably request, all in such manner as the Trust's custodian or
accounting agent may from time to time reasonably request;
(ii) provide, in a timely manner, such information as the Trust or
its authorized agent may reasonably request in connection with the computation
of the net asset value and net income of the Funds in accordance with the
procedures prescribed in the Registration Statement, or more frequently as
requested by the Board of Trustees of the Trust; provided, however, that the
Manager shall not be responsible for any such computation or for the calculation
of the net asset value per share of the Funds;
(iii) render regular reports to the Board of Trustees of the Trust
concerning the Manager's performance of its responsibilities under this
Agreement and such other periodic and special reports as the Board may request;
in particular, the Manager agrees that it will attend meetings of the Board of
Trustees and the validly constituted committees thereof;
(iv) permit individuals who are officers or employees of the Manager
to serve (if duly elected or appointed) as officers, trustees or members of any
advisory board or committee of the Trust; and
(v) furnish office space, facilitates, equipment and personnel
adequate for the performance of its duties under this Agreement.
3. Brokerage Transactions. (a) The Manager, subject to the control and
----------------------
direction of the Board of Trustees of the Trust, shall have authority and
discretion to select brokers and dealers to execute portfolio transactions for
the Funds, and to select the markets on or in which the transactions will be
executed. In acting pursuant to this Section 3, the Manager shall place orders
through such brokers or dealers in conformity with the policies with respect to
portfolio transactions set forth in the Registration Statement. It is
understood that neither the Trust nor the Manager will adopt a formula for
allocation of the brokerage of the Funds. It is further understood that the
Manager may, to the extent permitted by applicable laws and regulations,
aggregate securities to be sold or purchased for a Fund and for other clients in
order to obtain the most favorable execution. In such event, allocation for the
securities purchased or sold, as well as expenses incurred in the transaction,
shall be made by the Manager in the manner it considers to be the most equitable
and consistent with its fiduciary obligations to the Fund and to its other
clients. The Manager shall provide such reports as the Board of Trustees may
reasonably request
-2-
<PAGE>
with respect to each Fund's total brokerage and portfolio transaction
activities, and the manner in which such transactions were allocated.
(b) The Manager agrees that in placing orders with brokers and
dealers, it will attempt to obtain the best net results in terms of price and
execution; provided that, on behalf of any Fund, the Manager may, in its
discretion, purchase and sell portfolio securities through brokers-dealers that
provide research services (within the meaning of Section 28(e) of the Securities
Exchange Act of 1934), and the Manager may cause a Fund to pay those brokers-
dealers, in return for such brokerage and research services, a higher commission
than may be charged by other brokers-dealers, subject to the Manager determining
in good faith that such commission is reasonable in terms either of the
particular transaction or of the overall responsibility of the Manager to the
Fund and its other clients.
4. Books and Records. The Manager shall create and maintain all
-----------------
necessary books and records in accordance with all applicable laws and
regulations, including but not limited to the records required by Section 31(a)
of the 1940 Act and the rules thereunder, as the same may be amended from time
to time, pertaining to the services performed by it hereunder which are not
otherwise created and maintained by or on behalf of the Trust. The Manager
agrees to preserve, for the periods prescribed by Rule 31a-2 under the 1940 Act,
the records required to be maintained by Rule 31a-1 under the 1940 Act. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager
hereby agrees that all records which it maintains for the Trust or the Funds are
the property of the Trust. The Manager further agrees that the Trust, or the
Trust's authorized representatives, shall have access to such books and records
at all times during the Manager's normal business hours and that copies of any
such books and records shall be provided to the Trust promptly upon request by
the Trust or its authorized representative.
5. Activities and Affiliates of Manager. (a) The services furnished by
------------------------------------
the Manager hereunder shall not be deemed to be exclusive, the Manager being
free to render investment management services to others and to engage in other
activities; provided, however, that such services and activities do not, during
the term of this Agreement, interfere in a material manner with the Manager's
ability to meet its obligations to the Trust and the Funds hereunder.
(b) The Trust acknowledges that the Manager, or one or more of its
affiliated persons, may have investment responsibilities or render investment
advice to or perform other investment advisory services for other individuals or
entities; and that the Manager, its affiliated persons or any of its or their
directors, officers, agents or employees may buy, sell or trade in securities
for its or their respective accounts ("Affiliated Accounts"). Subject to the
provisions of Section 3, the Trust agrees that the Manager or its affiliated
persons may give advice or exercise investment responsibility and take such
other action with respect to Affiliated Accounts which may differ from the
advice given or the timing or nature of action taken with respect to the Funds,
provided that the Manager acts in good faith. The Trust acknowledges that one
or more Affiliated Accounts may at any time hold, acquire, increase, decrease,
dispose of or otherwise deal with positions in investments in which a Fund may
have an interest. The Manager shall
-3-
<PAGE>
have no obligation to acquire for any Fund any investment that an Affiliated
Account may acquire, and the Trust shall have no first refusal, co-investment or
other rights in respect of any such investment, either for the Funds or
otherwise.
(c) Subject to and in accordance with the Trust's Agreement and
Declaration of Trust and By-Laws, as currently in effect and as amended from
time to time, and the 1940 Act and the rules thereunder, it is understood that
trustees, officers, agents and shareholders of the Trust are or may be
interested in the Manager or its affiliated persons, as directors, officers,
agents and shareholders or otherwise; that directors, officers, agents and
shareholders of the Manager or its affiliated persons are or may be interested
persons of the Trust, as trustees, officers, agents, shareholders or otherwise;
that the Manager or its affiliated persons may be interested in the Trust, as
shareholders or otherwise; and that the effect of any such interests shall be
governed by said Agreement and Declaration of Trust and By-Laws, and the 1940
Act and the rules thereunder.
6. Expenses. (a) The Manager agrees to bear all expenses incurred by
--------
it in performing its duties under this Agreement. In addition, the Manager
shall, at its own expense, pay the compensation of the trustees, officers and
employees, if any, of the Trust who are affiliated persons of the Manager or its
affiliated persons.
(b) During the term of this Agreement, the Trust shall bear all
expenses, not specifically assumed by the Manager, incurred in the conduct of
its operations, including, without limitation, the following: the expenses of
organizing the Trust and continuing its existence; fees and expenses of
preparing and filing the Trust's registration statement under the 1940 Act and
any amendments thereto; fees and expenses of trustees and officers of the Trust
who are not affiliated persons of the Manager or its affiliated persons; fees
for administrative services; expenses of preparing and distributing shareholder
reports and other materials to shareholders; interest; brokerage commissions;
taxes and governmental fees; expenses of issue, purchase, repurchase and
redemption of shares; charges and expenses of custodians, transfer agents,
dividend disbursing agents and registrars; printing and mailing costs; expenses
of auditing, accounting and legal services; expenses of meetings of the Board of
Trustees and shareholders and of proxy solicitations; insurance expenses;
association membership dues; and litigation and other extraordinary or non-
recurring expenses.
7. Compensation. (a) For the services provided and the expenses
------------
assumed pursuant to this Agreement, the Trust shall pay the Manager a fee in
accordance with the Fee Schedule appended to this Agreement. Such fee shall be
accrued daily and paid monthly as soon as practicable after the end of each
month. For purposes of calculating the Manager's fee, the value of the net
assets of the Funds shall be determined as described in the Registration
Statement. If the Manager shall serve for less than the whole of any month, the
foregoing compensation shall be prorated.
-4-
<PAGE>
(b) The Manager may, from time to time and for such periods as it
deems appropriate, reduce its compensation from a Fund (and, if appropriate,
assume expenses of one or more Funds or any class of shares thereof) to the
extent the expenses of such Fund or class exceed such expense limitation as the
Manager may, by notice to the Trust, voluntarily declare to be effective with
respect to the Fund or class.
8. Liability of Manager. The Manager shall not be liable to the Trust
--------------------
or any shareholder for any act or omission in connection with the performance of
its duties hereunder including, without limitation, losses that may be sustained
in the purchase, holding or sale of any security or the making of any investment
for or on behalf of the Funds, except for liability to which the Manager would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties under this Agreement.
9. Term and Termination. (a) This Agreement shall become effective for
--------------------
each Fund as of the date of execution of the related Fee Schedule and shall
continue in effect with respect to each Fund initially listed in the Fee
Schedule (and any additional Funds added to the Fee Schedule during the initial
term of this Agreement) for two years from the date of this Agreement, provided
that this Agreement has first been approved by (i) the Board of Trustees of the
Trust, including a majority of the trustees who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (ii) the vote of a
majority of the outstanding voting securities of the Trust. Thereafter, this
Agreement shall continue for successive periods of one year, but only so long as
such continuance is specifically approved at least annually by (i) the Board of
Trustees or, with respect to any Fund, the vote of a majority of the outstanding
voting securities of the Fund, and (ii) the vote of a majority of the trustees
of the Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval.
(b) Notwithstanding any provision hereof, this Agreement may be
terminated with respect to any Fund or the Trust at any time, without payment of
any penalty, by the Board Fund or the Trust, respectively, on 60 days' written
notice to the Manager, or by the Manager on 60 days' written notice to the
Trust. Termination of this Agreement with respect to any Fund shall in no way
affect the continued validity of this Agreement or performance hereunder with
respect to any other Fund. This Agreement shall terminate automatically and
immediately in the event of its assignment.
10. Amendment. No material provision of this Agreement may be changed,
---------
waived, discharged or terminated except by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of any material term of this Agreement
shall be effective until it has been approved both by the Board of Trustees of
the Trust, including a majority of the trustees who are not parties to this
Agreement
-5-
<PAGE>
or interested persons of any such party, cast in person at a meeting called for
the purpose of voting on such amendment, and, when required by the 1940 Act with
respect to any Fund, by a majority of the outstanding voting securities of the
Fund.
11. Definitions. As used in this Agreement, the terms "affiliated
-----------
person", "assignment", "control", "interested person", and "vote of a majority
of the outstanding voting securities" shall have the meanings given them in the
1940 Act, subject to any applicable orders of exemption issued by the Securities
and Exchange Commission.
12. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of Maryland, without giving effect to the
choice of law principles thereof. To the extent applicable Maryland law or any
provision of this Agreement conflicts with applicable provisions of the 1940
Act, the Advisers Act, or other applicable federal laws or regulations, the
latter shall control.
13. Limitation of Liability. The Manager expressly acknowledges the
-----------------------
limitation of liability set forth in the Agreement and Declaration of Trust of
the Trust. The Manager agrees that the obligations assumed by the Trust
pursuant to this Agreement shall be limited in any case to the assets of the
Trust, and the Manager shall not seek satisfaction of any such obligations from
the shareholders, trustees or officers of the Trust, or any of them.
14. Miscellaneous. If any provision of this Agreement shall be held or
-------------
made invalid by a court decision, statute, rule or otherwise, the remainder
shall not be affected thereby. The title of this Agreement and the headings of
the sections herein are for convenience of the parties only, and are not
intended to be part of or affect the meaning or interpretation of this
Agreement. This Agreement constitutes the entire agreement of the parties
hereto with respect to the matters referred to herein, and no other agreement,
verbal or otherwise, shall be binding as between the parties. No failure or
delay on the part of any party hereto in exercising any right power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. Any
waiver granted hereunder must be in writing and shall be valid only in the
specific instance in which given.
-6-
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of
the undersigned as of the day and year first above written.
Attest: LA SALLE PARTNERS MASTER TRUST
By:
- -------------------- -------------------------
Attest: ABKB/LA SALLE SECURITIES LIMITED
By:
- -------------------- -------------------------
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<PAGE>
FEE SCHEDULE
The fees payable to the Manager pursuant to Section 7 of the Agreement
shall be as follows:
Fund Annual Fee Rate
---- ---------------
U.S. Real Estate Securities Fund 0.75% of average daily net assets
Attest: LA SALLE PARTNERS MASTER TRUST
By:
- -------------------- -------------------------
Attest: ABKB/LA SALLE SECURITIES LIMITED
By:
- -------------------- -------------------------
Dated: _______ __, 1997
<PAGE>
Exhibit 8
CUSTODIAN SERVICES AGREEMENT
----------------------------
THIS AGREEMENT is made as of December __, 1997 by and between PNC BANK,
NATIONAL ASSOCIATION, a national banking association ("PNC Bank"), and LA SALLE
PARTNERS MASTER TRUST, a Delaware business trust (the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PNC Bank to provide custodian
services, and PNC Bank wishes to furnish custodian services, either directly or
through an affiliate or affiliates, as more fully described herein.
NOW, THEREFORE, In consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
----------------------------------------
(a) "1933 Act" means the Securities Act of 1933, as amended.
----------
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
----------
(c) "Authorized Person" means any officer of the Fund and any other
-------------------
person duly authorized by the Fund's Board of Trustees to give Oral Instructions
and Written Instructions on behalf of the Fund and listed on the Authorized
Persons Appendix attached hereto and made a part hereof or any amendment thereto
as may be received by PNC Bank. An Authorized Person's scope of authority may
be limited by the Fund by setting forth such limitation in the Authorized
Persons Appendix.
(d) "Book-Entry System" means Federal Reserve Treasury book-entry
-------------------
system for United States and federal agency securities, its successor or
successors, and its nominee or nominees and any book-entry system maintained by
an exchange registered with the SEC under the 1934 Act.
(e) "CEA" means the Commodities Exchange Act, as amended.
-----
<PAGE>
(f) "Oral Instructions" mean oral instructions received by PNC Bank
-------------------
from an Authorized Person or from a person reasonably believed by PNC Bank to be
an Authorized Person.
(g) "PNC Bank" means PNC Bank, National Association or a subsidiary
----------
or affiliate of PNC Bank, National Association.
(h) "SEC" means the Securities and Exchange Commission.
-----
(i) "Securities Laws" mean the 1933 Act, the 1934 Act, the 1940 Act
-----------------
and the CEA.
(j) "Shares" mean the shares of capital stock of any series or
--------
class of the Fund.
(k) "Property" means:
----------
(i) any and all securities and other investment items which
the Fund may from time to time deposit, or cause to be
deposited, with PNC Bank or which PNC Bank may from time
to time hold for the Fund;
(ii) all income in respect of any of such securities or other
investment items;
(iii) all proceeds of the sale of any of such securities or
investment items; and
(iv) all proceeds of the sale of securities issued by the Fund,
which are received by PNC Bank from time to time, from or
on behalf of the Fund.
(l) "Written Instructions" mean written instructions signed by two
----------------------
Authorized Persons and received by PNC Bank. The instructions may be delivered
by hand, mail, tested telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. The Fund hereby appoints PNC Bank to provide custodian
-----------
services to the Fund, on behalf of each of its investment portfolios (each, a
"Portfolio"), and PNC Bank accepts such appointment and agrees to furnish such
services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable,
---------------------
will provide PNC Bank with the following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Trustees, approving the appointment of PNC Bank
or its affiliates to provide services;
2
<PAGE>
(b) a copy of the Fund's most recent effective registration
statement;
(c) a copy of each Portfolio's advisory agreements;
(d) a copy of the distribution agreement with respect to each class
of Shares;
(e) a copy of each Portfolio's administration agreement if PNC Bank
is not providing the Portfolio with such services;
(f) copies of any shareholder servicing agreements made in respect of
the Fund or a Portfolio; and
(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
4. COMPLIANCE WITH LAWS.
--------------------
PNC Bank undertakes to comply with all applicable requirements of the
Securities Laws and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by PNC Bank
hereunder. Except as provided herein, PNC Bank assumes no responsibility for
such compliance by the Fund or any Portfolio.
5. INSTRUCTIONS.
------------
(a) Unless otherwise provided in this Agreement, PNC Bank shall act
only upon Oral Instructions and Written Instructions.
(b) PNC Bank shall be entitled to rely upon any Oral Instructions and
Written Instructions it receives from an Authorized Person (or from a person
reasonably believed by PNC Bank to be an Authorized Person) pursuant to this
Agreement. PNC Bank may assume that any Oral Instructions or Written
Instructions received hereunder are not in any way inconsistent with the
provisions of organizational documents of the Fund or of any vote, resolution or
proceeding of the Fund's Board of Trustees or of the Fund's shareholders, unless
and until PNC Bank receives Written Instructions to the contrary.
3
<PAGE>
(c) The Fund agrees to forward to PNC Bank Written Instructions
confirming Oral Instructions (except where such Oral Instructions are given by
PNC Bank or its affiliates) so that PNC Bank receives the Written Instructions
by the close of business on the same day that such Oral Instructions are
received. The fact that such confirming Written Instructions are not received by
PNC Bank shall in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. Where Oral Instructions or
Written Instructions reasonably appear to have been received from an Authorized
Person, PNC Bank shall incur no liability to the Fund in acting upon such Oral
Instructions or Written Instructions provided that PNC Bank's actions comply
with the other provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
-----------------------
(a) Advice of the Fund. If PNC Bank is in doubt as to any action it
------------------
should or should not take, PNC Bank may request directions or advice, including
Oral Instructions or Written Instructions, from the Fund.
(b) Advice of Counsel. If PNC Bank shall be in doubt as to any
-----------------
question of law pertaining to any action it should or should not take, PNC Bank
may request advice at its own cost from such counsel of its own choosing (who
may be counsel for the Fund, the Fund's investment adviser or PNC Bank, at the
option of PNC Bank).
(c) Conflicting Advice. In the event of a conflict between
------------------
directions, advice or Oral Instructions or Written Instructions PNC Bank
receives from the Fund, and the advice it receives from counsel, PNC Bank shall
be entitled to rely upon and follow the advice of counsel. In the event PNC Bank
so relies on the advice of counsel, PNC Bank remains liable for any action or
omission on the part of PNC Bank which constitutes willful misfeasance, bad
faith, gross negligence or reckless disregard by PNC Bank of any duties,
obligations or responsibilities set forth in this Agreement.
(d) Protection of PNC Bank. PNC Bank shall be protected in any action
----------------------
it takes or does not take in reliance upon directions, advice or Oral
Instructions or Written Instructions it receives from the Fund or from counsel
and which PNC Bank believes, in good
4
<PAGE>
faith, to be consistent with those directions, advice or Oral Instructions or
Written Instructions. Nothing in this section shall be construed so as to impose
an obligation upon PNC Bank (i) to seek such directions, advice or Oral
Instructions or Written Instructions, or (ii) to act in accordance with such
directions, advice or Oral Instructions or Written Instructions unless, under
the terms of other provisions of this Agreement, the same is a condition of PNC
Bank's properly taking or not taking such action.
7. RECORDS; VISITS. The books and records pertaining to the Fund and any
---------------
Portfolio, which are in the possession or under the control of PNC Bank, shall
be the property of the Fund. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable securities laws,
rules and regulations. The Fund and Authorized Persons shall have access to such
books and records at all times during PNC Bank's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and records shall be
provided by PNC Bank to the Fund or to an authorized representative of the Fund,
at the Fund's expense.
8. CONFIDENTIALITY. PNC Bank agrees to keep confidential all records of
---------------
the Fund and information relating to the Fund and its shareholders, unless the
release of such records or information is otherwise consented to, in writing, by
the Fund. The Fund agrees that such consent shall not be unreasonably withheld
and may not be withheld where (i) PNC Bank may be exposed to civil or criminal
contempt proceedings or when required to divulge such information or records to
duly constituted authorities; and (ii) where PNC Bank has notified the Fund of
such release of confidential records.
9. COOPERATION WITH ACCOUNTANTS. PNC Bank shall cooperate with the Fund's
----------------------------
independent public accountants and shall take all reasonable action in the
performance of its obligations under this Agreement to ensure that the necessary
information is made available to such accountants for the expression of their
opinion, as required by the Fund.
10. DISASTER RECOVERY. PNC Bank shall enter into and shall maintain in
-----------------
effect with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. In the
5
<PAGE>
event of equipment failures, PNC Bank shall, at no additional expense to the
Fund, take reasonable steps to minimize service interruptions. PNC Bank shall
have no liability with respect to the loss of data or service interruptions
caused by equipment failure provided such loss or interruption is not caused by
PNC Bank's own willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties or obligations under this Agreement.
11. COMPENSATION. As compensation for custody services rendered by PNC
------------
Bank during the term of this Agreement, the Fund, on behalf of each of the
Portfolios, will pay to PNC Bank a fee or fees as may be agreed to in writing
from time to time by the Fund and PNC Bank.
12. INDEMNIFICATION. The Fund, on behalf of each Portfolio, agrees to
---------------
indemnify and hold harmless PNC Bank and its affiliates from all taxes, charges,
expenses, assessments, claims and liabilities (including, without limitation,
liabilities arising under the Securities Laws and any state and foreign
securities and blue sky laws, and amendments thereto, and expenses, including
(without limitation) attorneys' fees and disbursements, arising directly or
indirectly from any action or omission to act which PNC Bank takes (i) at the
request or on the direction of the Fund or (ii) upon Oral Instructions or
Written Instructions. Neither PNC Bank, nor any of its affiliates, shall be
indemnified against any liability (or any expenses incident to such liability)
arising out of PNC Bank's or its affiliates' own willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties under this Agreement.
13. RESPONSIBILITY OF PNC BANK.
--------------------------
(a) PNC Bank shall be under no duty to take any action on behalf of
the Fund or any Portfolio except as specifically set forth herein or as may
bespecifically agreed to by PNC Bank in writing. PNC Bank shall be obligated to
exercise care and diligence in the performance of its duties hereunder, to act
in good faith and to use its best efforts, within reasonable limits, in
performing services provided for under this Agreement. PNC Bank shall be liable
for any damages arising out of PNC Bank's failure to perform its duties under
this agreement to the extent such damages arise out of PNC Bank's willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties
under this Agreement.
6
<PAGE>
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) PNC Bank shall not be under any duty or
obligation to inquire into and shall not be liable for (A) the validity or
invalidity or authority or lack thereof of any Oral Instruction or Written
Instruction, notice or other instrument which conforms to the applicable
requirements of this Agreement, and which PNC Bank reasonably believes to be
genuine; or (B) subject to section 10, delays or errors or loss of data
occurring by reason of circumstances beyond PNC Bank's control, including acts
of civil or military authority, national emergencies, fire, flood, catastrophe,
acts of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary,
neither PNC Bank nor its affiliates shall be liable to the Fund or to any
Portfolio for any consequential, special or indirect losses or damages which the
Fund may incur or suffer by or as a consequence of PNC Bank's or its affiliates'
performance of the services provided hereunder, whether or not the likelihood of
such losses or damages was known by PNC Bank or its affiliates.
14. DESCRIPTION OF SERVICES.
-----------------------
(a) Delivery of the Property. The Fund will deliver or arrange for
------------------------
delivery to PNC Bank, all the Property owned by the Portfolios, including cash
received as a result of the distribution of Shares, during the period that is
set forth in this Agreement. PNC Bank will not be responsible for such property
until actual receipt.
(b) Receipt and Disbursement of Money. PNC Bank, acting upon Written
---------------------------------
Instructions, shall open and maintain separate accounts in the Fund's name using
all cash received from or for the account of the Fund, subject to the terms of
this Agreement. In addition, upon Written Instructions, PNC Bank shall open
separate custodial accounts for each separate series or Portfolio of the Fund
(collectively, the "Accounts") and shall hold in the Accounts all cash received
from or for the Accounts of the Fund specifically designated to each separate
series or Portfolio.
PNC Bank shall make cash payments from or for the Accounts of a Portfolio
only for:
7
<PAGE>
(i) purchases of securities in the name of a Portfolio or PNC Bank or
PNC Bank's nominee as provided in sub-section (j) and for which
PNC Bank has received a copy of the broker's or dealer's
confirmation or payee's invoice, as appropriate;
(ii) purchase or redemption of Shares of the Fund delivered to PNC
Bank;
(iii) payment of, subject to Written Instructions, interest, taxes,
administration, accounting, distribution, advisory, management
fees or similar expenses which are to be borne by a Portfolio;
(iv) payment to, subject to receipt of Written Instructions, the
Fund's transfer agent, as agent for the shareholders, an amount
equal to the amount of dividends and distributions stated in the
Written Instructions to be distributed in cash by the transfer
agent to shareholders, or, in lieu of paying the Fund's transfer
agent, PNC Bank may arrange for the direct payment of cash
dividends and distributions to shareholders in accordance with
procedures mutually agreed upon from time to time by and among
the Fund, PNC Bank and the Fund's transfer agent.
(v) payments, upon receipt Written Instructions, in connection with
the conversion, exchange or surrender of securities owned or
subscribed to by the Fund and held by or delivered to PNC Bank;
(vi) payments of the amounts of dividends received with respect to
securities sold short;
(vii) payments made to a sub-custodian pursuant to provisions in sub-
section (c) of this Section; and
(viii) payments, upon Written Instructions, made for other proper Fund
purposes.
PNC Bank is hereby authorized to endorse and collect all checks, drafts or
other orders for the payment of money received as custodian for the Accounts.
(c) Receipt of Securities; Subcustodians.
------------------------------------
(i) PNC Bank shall hold all securities received by it for the
Accounts in a separate account that physically segregates
such securities from those of any other persons, firms or
corporations, except for securities held in a Book-Entry
System. All such securities shall be held or disposed of
only upon Written Instructions of the Fund pursuant to the
terms of this Agreement. PNC Bank shall have no
8
<PAGE>
power or authority to assign, hypothecate, pledge or
otherwise dispose of any such securities or investment,
except upon the express terms of this Agreement and upon
Written Instructions, accompanied by a certified resolution
of the Fund's Board of Trustees, authorizing the
transaction. In no case may any member of the Fund's Board
of Trustees, or any officer, employee or agent of the Fund
withdraw any securities.
At PNC Bank's own expense and for its own convenience, PNC
Bank may enter into sub-custodian agreements with other
United States banks or trust companies to perform duties
described in this sub-section (c). Such bank or trust
company shall have an aggregate capital, surplus and
undivided profits, according to its last published report,
of at least one million dollars ($1,000,000), if it is a
subsidiary or affiliate of PNC Bank, or at least twenty
million dollars ($20,000,000) if such bank or trust company
is not a subsidiary or affiliate of PNC Bank. In addition,
such bank or trust company must be qualified to act as
custodian and agree to comply with the relevant provisions
of the 1940 Act and other applicable rules and regulations.
Any such arrangement will not be entered into without prior
written notice to the Fund.
PNC Bank shall remain responsible for the performance of all
of its duties as described in this Agreement and shall hold
the Fund and each Portfolio harmless from its own acts or
omissions, under the standards of care provided for herein,
or the acts and omissions of any sub-custodian chosen by PNC
Bank under the terms of this sub-section (c).
(d) Transactions Requiring Instructions. Upon receipt of Oral
-----------------------------------
Instructions or Written Instructions and not otherwise, PNC Bank, directly or
through the use of the Book-Entry System, shall:
(i) deliver any securities held for a Portfolio against the receipt
of payment for the sale of such securities;
(ii) execute and deliver to such persons as may be designated in such
Oral Instructions or Written Instructions, proxies, consents,
authorizations, and any other instruments whereby the authority
of a Portfolio as owner of any securities may be exercised;
(iii) deliver any securities to the issuer thereof, or its agent,
when such securities are called, redeemed, retired or otherwise
become payable; provided that, in any such case, the cash or
other consideration is to be delivered to PNC Bank;
9
<PAGE>
(iv) deliver any securities held for a Portfolio against receipt of
other securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, tender offer, merger,
consolidation or recapitalization of any corporation, or the
exercise of any conversion privilege;
(v) deliver any securities held for a Portfolio to any protective
committee, reorganization committee or other person in connection
with the reorganization, refinancing, merger, consolidation,
recapitalization or sale of assets of any corporation, and
receive and hold under the terms of this Agreement such
certificates of deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such delivery;
(vi) make such transfer or exchanges of the assets of the Portfolios
and take such other steps as shall be stated in said Oral
Instructions or Written Instructions to be for the purpose of
effectuating a duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the
Fund;
(vii) release securities belonging to a Portfolio to any bank or trust
company for the purpose of a pledge or hypothecation to secure
any loan incurred by the Fund on behalf of that Portfolio;
provided, however, that securities shall be released only upon
payment to PNC Bank of the monies borrowed, except that in cases
where additional collateral is required to secure a borrowing
already made subject to proper prior authorization, further
securities may be released for that purpose; and repay such loan
upon redelivery to it of the securities pledged or hypothecated
therefor and upon surrender of the note or notes evidencing the
loan;
(viii) release and deliver securities owned by a Portfolio in connection
with any repurchase agreement entered into on behalf of the Fund,
but only on receipt of payment therefor; and pay out moneys of
the Fund in connection with such repurchase agreements, but only
upon the delivery of the securities;
(ix) release and deliver or exchange securities owned by the Fund in
connection with any conversion of such securities, pursuant to
their terms, into other securities;
(x) release and deliver securities owned by the fund for the purpose
of redeeming in kind shares of the Fund upon delivery thereof to
PNC Bank; and
(xi) release and deliver or exchange securities owned by the Fund for
other corporate purposes.
10
<PAGE>
PNC Bank must also receive a certified resolution describing the
nature of the corporate purpose and the name and address of the
person(s) to whom delivery shall be made when such action is
pursuant to sub-paragraph d.
(e) Use of Book-Entry System. The Fund shall deliver to PNC Bank
------------------------
certified resolutions of the Fund's Board of Trustees approving, authorizing and
instructing PNC Bank on a continuous basis, to deposit in the Book-Entry System
all securities belonging to the Portfolios eligible for deposit therein and to
utilize the Book-Entry System to the extent possible in connection with
settlements of purchases and sales of securities by the Portfolios, and
deliveries and returns of securities loaned, subject to repurchase agreements or
used as collateral in connection with borrowings. PNC Bank shall continue to
perform such duties until it receives Written Instructions or Oral Instructions
authorizing contrary actions.
PNC Bank shall administer the Book-Entry System as follows:
(i) With respect to securities of each Portfolio which are maintained in
the Book-Entry System, the records of PNC Bank shall identify by Book-
Entry or otherwise those securities belonging to each Portfolio. PNC
Bank shall furnish to the Fund a detailed statement of the Property
held for each Portfolio under this Agreement at least monthly and from
time to time and upon written request.
(ii) Securities and any cash of each Portfolio deposited in the Book-Entry
System will at all times be segregated from any assets and cash
controlled by PNC Bank in other than a fiduciary or custodian capacity
but may be commingled with other assets held in such capacities. PNC
Bank and its sub-custodian, if any, will pay out money only upon
receipt of securities and will deliver securities only upon the
receipt of money.
(iii) All books and records maintained by PNC Bank which relate to the
Fund's participation in the Book-Entry System will at all times during
PNC Bank's regular business hours be open to the inspection of
Authorized Persons, and PNC Bank will furnish to the Fund all
information in respect of the services rendered as it may require.
PNC Bank will also provide the Fund with such reports on its own system of
internal control as the Fund may reasonably request from time to time.
11
<PAGE>
(f) Registration of Securities. All Securities held for a Portfolio
--------------------------
which are issued or issuable only in bearer form, except such securities held in
the Book-Entry System, shall be held by PNC Bank in bearer form; all other
securities held for a Portfolio may be registered in the name of the Fund on
behalf of that Portfolio, PNC Bank, the Book-Entry System, a sub-custodian, or
any duly appointed nominees of the Fund, PNC Bank, Book-Entry System or sub-
custodian. The Fund reserves the right to instruct PNC Bank as to the method of
registration and safekeeping of the securities of the Fund. The Fund agrees to
furnish to PNC Bank appropriate instruments to enable PNC Bank to hold or
deliver in proper form for transfer, or to register in the name of its nominee
or in the name of the Book-Entry System, any securities which it may hold for
the Accounts and which may from time to time be registered in the name of the
Fund on behalf of a Portfolio.
(g) Voting and Other Action. Neither PNC Bank nor its nominee shall
-----------------------
vote any of the securities held pursuant to this Agreement by or for the
account of a Portfolio, except in accordance with Written Instructions. PNC
Bank, directly or through the use of the Book-Entry System, shall execute in
blank and promptly deliver all notices, proxies and proxy soliciting materials
to the registered holder of such securities. If the registered holder is not
the Fund on behalf of a Portfolio, then Written Instructions or Oral
Instructions must designate the person who owns such securities.
(h) Transactions Not Requiring Instructions. In the absence of
---------------------------------------
contrary Written Instructions, PNC Bank is authorized to take the following
actions:
(i) Collection of Income and Other Payments.
----------------------------------------
(A) collect and receive for the account of each Portfolio,
all income, dividends, distributions, coupons, option
premiums, other payments and similar items, included or
to be included in the Property, and, in addition,
promptly advise each Portfolio of such receipt and
credit such income, as collected, to each Portfolio's
custodian account;
(B) endorse and deposit for collection, in the name of the
Fund, checks, drafts, or other orders for the payment
of money;
12
<PAGE>
(C) receive and hold for the account of each Portfolio all
securities received as a distribution on the
Portfolio's securities as a result of a stock dividend,
share split-up or reorganization, recapitalization,
readjustment or other rearrangement or distribution of
rights or similar securities issued with respect to any
securities belonging to a Portfolio and held by PNC
Bank hereunder;
(D) present for payment and collect the amount payable
upon all securities which may mature or be called,
redeemed, or retired, or otherwise become payable on
the date such securities become payable; and
(E) take any action which may be necessary and proper in
connection with the collection and receipt of such
income and other payments and the endorsement for
collection of checks, drafts, and other negotiable
instruments.
(ii) Miscellaneous Transactions.
--------------------------
(A) deliver or cause to be delivered Property against
payment or other consideration or written receipt
therefor in the following cases:
(1) for examination by a broker or dealer selling for
the account of a Portfolio in accordance with
street delivery custom;
(2) for the exchange of interim receipts or temporary
securities for definitive securities; and
(3) for transfer of securities into the name of the
Fund on behalf of a Portfolio or PNC Bank or
nominee of either, or for exchange of securities
for a different number of bonds, certificates, or
other evidence, representing the same aggregate
face amount or number of units bearing the same
interest rate, maturity date and call provisions,
if any; provided that, in any such case, the new
securities are to be delivered to PNC Bank.
(B) Unless and until PNC Bank receives Oral Instructions or
Written Instructions to the contrary, PNC Bank shall:
(1) pay all income items held by it which call for
13
<PAGE>
payment upon presentation and hold the cash
received by it upon such payment for the account
of each Portfolio;
(2) collect interest and cash dividends received, with
notice to the Fund, to the account of each
Portfolio;
(3) hold for the account of each Portfolio all stock
dividends, rights and similar securities issued
with respect to any securities held by PNC Bank;
and
(4) execute as agent on behalf of the Fund all
necessary ownership certificates required by the
Internal Revenue Code or the Income Tax
Regulations of the United States Treasury
Department or under the laws of any state now or
hereafter in effect, inserting the Fund's name, on
behalf of a Portfolio, on such certificate as the
owner of the securities covered thereby, to the
extent it may lawfully do so.
(i) Segregated Accounts.
-------------------
(i) PNC Bank shall upon receipt of Written Instructions or Oral
Instructions establish and maintain a segregated accounts on
its records for and on behalf of each Portfolio. Such
accounts may be used to transfer cash and securities,
including securities in the Book-Entry System:
(A) for the purposes of compliance by the Fund with the
procedures required by a securities or option exchange,
providing such procedures comply with the 1940 Act and
any releases of the SEC relating to the maintenance of
segregated accounts by registered investment companies;
and
(B) Upon receipt of Written Instructions, for other proper
corporate purposes.
(ii) PNC Bank shall arrange for the establishment of IRA
custodian accounts for such shareholders holding Shares
through IRA accounts, in accordance with the Fund's
prospectuses, the Internal Revenue Code of 1986, as amended
(including regulations promulgated thereunder), and with
such other procedures as are mutually agreed upon from time
to time by and among the Fund, PNC Bank and the Fund's
transfer agent.
14
<PAGE>
(j) Purchases of Securities. PNC Bank shall settle purchased
-----------------------
securities upon receipt of Oral Instructions or Written Instructions from the
Fund or its investment advisers that specify:
(i) the name of the issuer and the title of the securities,
including CUSIP number if applicable;
(ii) the number of shares or the principal amount purchased
and accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase;
(vi) the Portfolio involved; and
(vii) the name of the person from whom or the broker through
whom the purchase was made. PNC Bank shall upon receipt
of securities purchased by or for a Portfolio pay out of
the moneys held for the account of the Portfolio the
total amount payable to the person from whom or the
broker through whom the purchase was made, provided that
the same conforms to the total amount payable as set
forth in such Oral Instructions or Written Instructions.
(k) Sales of Securities. PNC Bank shall settle sold securities upon
-------------------
receipt of Oral Instructions or Written Instructions from the Fund that specify:
(i) the name of the issuer and the title of the security,
including CUSIP number if applicable;
(ii) the number of shares or principal amount sold, and
accrued interest, if any;
(iii) the date of trade and settlement;
(iv) the sale price per unit;
(v) the total amount payable to the Fund upon such sale;
(vi) the name of the broker through whom or the person to whom
15
<PAGE>
the sale was made;
(vii) the location to which the security must be delivered and
delivery deadline, if any; and
(viii) the Portfolio involved.
PNC Bank shall deliver the securities upon receipt of the total amount
payable to the Portfolio upon such sale, provided that the total amount payable
is the same as was set forth in the Oral Instructions or Written Instructions.
Subject to the foregoing, PNC Bank may accept payment in such form as shall be
satisfactory to it, and may deliver securities and arrange for payment in
accordance with the customs prevailing among dealers in securities.
(l) Reports; Proxy Materials.
------------------------
(i) PNC Bank shall furnish to the Fund the following reports:
(A) such periodic and special reports as the Fund may
reasonably request;
(B) a monthly statement summarizing all transactions and
entries for the account of each Portfolio, listing each
Portfolio securities belonging to each Portfolio with
the adjusted average cost of each issue and the market
value at the end of such month and stating the cash
account of each Portfolio including disbursements;
(C) the reports required to be furnished to the Fund
pursuant to Rule 17f-4; and
(D) such other information as may be agreed upon from time
to time between the Fund and PNC Bank.
(ii) PNC Bank shall transmit promptly to the Fund any proxy
statement, proxy material, notice of a call or conversion or
similar communication received by it as custodian of the
Property. PNC Bank shall be under no other obligation to
inform the Fund as to such actions or events.
(m) Collections. All collections of monies or other property in
-----------
respect, or which are to become part, of the Property (but not the safekeeping
thereof upon receipt by PNC Bank) shall be at the sole risk of the Fund. If
payment is not received by PNC Bank within a
16
<PAGE>
reasonable time after proper demands have been made, PNC Bank shall notify the
Fund in writing, including copies of all demand letters, any written responses,
memoranda of all oral responses and shall await instructions from the Fund. PNC
Bank shall not be obliged to take legal action for collection unless and until
reasonably indemnified to its satisfaction. PNC Bank shall also notify the Fund
as soon as reasonably practicable whenever income due on securities is not
collected in due course and shall provide the Fund with periodic status reports
of such income collected after a reasonable time.
15. DURATION AND TERMINATION. This Agreement shall continue until
------------------------
terminated by the Fund or by PNC Bank on sixty (60) days' prior written notice
to the other party. In the event this Agreement is terminated (pending
appointment of a successor to PNC Bank or vote of the shareholders of the Fund
to dissolve or to function without a custodian of its cash, securities or other
property), PNC Bank shall not deliver cash, securities or other property of the
Portfolios to the Fund. It may deliver them to a bank or trust company of PNC
Bank's choice, having an aggregate capital, surplus and undivided profits, as
shown by its last published report, of not less than twenty million dollars
($20,000,000), as a custodian for the Fund to be held under terms similar to
those of this Agreement. PNC Bank shall not be required to make any such
delivery or payment until full payment shall have been made to PNC Bank of all
of its fees, compensation, costs and expenses.
16. NOTICES. All notices and other communications, including Written
-------
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notice shall be addressed (a) if to PNC Bank at
Airport Business Center, International Court 2, 200 Stevens Drive, Lester,
Pennsylvania 19113, marked for the attention of the Custodian Services
Department (or its successor) (b) if to the Fund, at 100 East Pratt Street,
Baltimore, MD 21202, Attn: Secretary, with a copy to Fund counsel or (c) if to
neither of the foregoing, at such other address as shall have been given by like
notice to the sender of any such notice or other communication by the other
party. If notice is sent by confirming telegram, cable, telex or facsimile
sending device, it shall be deemed to have been given immediately. If notice is
17
<PAGE>
sent by first-class mail, it shall be deemed to have been given five days after
it has been mailed. If notice is sent by messenger, it shall be deemed to have
been given on the day it is delivered.
17. AMENDMENTS. This Agreement, or any term hereof, may be changed or
----------
waived only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
18. DELEGATION; ASSIGNMENT. PNC Bank may assign its rights and delegate
----------------------
its duties hereunder to any wholly-owned direct or indirect subsidiary of PNC
Bank, National Association or PNC Bank Corp., provided that (i) PNC Bank gives
the Fund sixty (60) days' prior written notice; (ii) the delegate (or assignee)
agrees with PNC Bank and the Fund to comply with all relevant provisions of the
1940 Act; and (iii) PNC Bank and such delegate (or assignee) promptly provide
such information as the Fund may request, and respond to such questions as the
Fund may ask, relative to the delegation (or assignment), including (without
limitation) the capabilities of the delegate (or assignee).
19. COUNTERPARTS. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
20. FURTHER ACTIONS. Each party agrees to perform such further acts and
---------------
execute such further documents as are necessary to effectuate the purposes
hereof.
21. MISCELLANEOUS.
-------------
(a) Entire Agreement. This Agreement embodies the entire agreement
----------------
and understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegated duties and Oral Instructions.
(b) Captions. The captions in this Agreement are included for
--------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
18
<PAGE>
(c) Governing Law. This Agreement shall be deemed to be a contract
-------------
made in Pennsylvania and governed by Pennsylvania law, without regard to
principles of conflicts of law.
(d) Partial Invalidity. If any provision of this Agreement shall be
------------------
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
(e) Successors and Assigns. This Agreement shall be binding upon and
----------------------
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to
--------------------
this Agreement shall constitute the valid and binding execution hereof by such
party.
19
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PNC BANK, NATIONAL ASSOCIATION
By:
-----------------------------------
Title:
--------------------------------
LA SALLE PARTNERS MASTER TRUST
By:
-----------------------------------
Title:
--------------------------------
20
<PAGE>
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
- ----------------------------------------------
- ----------------------------------------------
- ----------------------------------------------
- ----------------------------------------------
- ----------------------------------------------
- ----------------------------------------------
21
<PAGE>
Exhibit 9(A)
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
------------------------------------------------
THIS AGREEMENT is made as of December, __ 1997 by and between LA SALLE
PARTNERS MASTER TRUST, a Delaware business trust (the "Fund"), and PFPC INC., a
Delaware corporation ("PFPC"), which is an indirect wholly owned subsidiary of
PNC Bank Corp.
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to provide administration and
accounting services to its investment portfolios listed on Exhibit A attached
hereto and made a part hereof, as such Exhibit A may be amended from time to
time (each a "Portfolio"), and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and intending to be legally bound hereby the parties hereto
agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
----------------------------------------
(a) "1933 Act" means the Securities Act of 1933, as amended.
----------
(b) "1934 Act" means the Securities Exchange Act of 1934, as
----------
amended.
(c) "Authorized Person" means any officer of the Fund and any other
-------------------
person duly authorized by the Fund's Board of Trustees to give Oral Instructions
and Written Instructions on behalf of the Fund and listed on the Authorized
Persons Appendix attached hereto and made a part hereof or any amendment thereto
as may be received by PFPC. An Authorized Person's scope of authority may be
limited by the Fund by setting forth such limitation in the Authorized Persons
Appendix.
(d) "CEA" means the Commodities Exchange Act, as amended.
-----
(e) "Oral Instructions" mean oral instructions received by PFPC
-------------------
from an Authorized Person or from a person reasonably believed by PFPC to be
an Authorized Person.
(f) "SEC" means the Securities and Exchange Commission.
-----
<PAGE>
(g) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940
-----------------
Act and the CEA.
(h) "Shares" mean the shares of capital stock of any series or
--------
class of the Fund.
(i) "Written Instructions" mean written instructions signed by an
----------------------
Authorized Person and received by PFPC. The instructions may be delivered by
hand, mail, tested telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. The Fund hereby appoints PFPC to provide
-----------
administration and accounting services to the each of the Portfolios, in
accordance with the terms set forth in this Agreement. PFPC accepts such
appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable,
---------------------
will provide PFPC with the following:
(a) certified or authenticated copies of the resolutions of the
Fund's Board of Trustees, approving the appointment of PFPC or
its affiliates to provide services to each Portfolio and
approving this Agreement;
(b) a copy of Fund's most recent effective registration statement;
(c) a copy of each Portfolio's advisory agreement or agreements;
(d) a copy of the distribution agreement with respect to each class
of Shares representing an interest in a Portfolio;
(e) a copy of any additional administration agreement with respect
to a Portfolio;
(f) a copy of any shareholder servicing agreement made in respect
of the Fund or a Portfolio; and
(g) copies (certified or authenticated, where applicable) of any
and all amendments or supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS.
-------------------------------------
PFPC undertakes to comply with all applicable requirements of the
Securities Laws, and any laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by PFPC
hereunder. Except as provided herein, PFPC assumes no responsibility for such
compliance by the Fund or any Portfolio.
2
<PAGE>
5. INSTRUCTIONS.
------------
(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral Instructions and Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instructions and
Written Instructions it receives from an Authorized Person (or from a person
reasonably believed by PFPC to be an Authorized Person) pursuant to this
Agreement. PFPC may assume that any Oral Instruction or Written Instruction
received hereunder is not in any way inconsistent with the provisions of
organizational documents or this Agreement or of any vote, resolution or
proceeding of the Fund's Board of Trustees or of the Fund's shareholders, unless
and until PFPC receives Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions (except where such Oral Instructions are given by
PFPC or its affiliates) so that PFPC receives the Written Instructions by the
close of business on the same day that such Oral Instructions are received. The
fact that such confirming Written Instructions are not received by PFPC shall in
no way invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions. Where Oral Instructions or Written
Instructions reasonably appear to have been received from an Authorized Person,
PFPC shall incur no liability to the Fund in acting upon such Oral Instructions
or Written Instructions provided that PFPC's actions comply with the other
provisions of this Agreement.
6. RIGHT TO RECEIVE ADVICE.
-----------------------
(a) Advice of the Fund. If PFPC is in doubt as to any action it
------------------
should or should not take, PFPC may request directions or advice, including Oral
Instructions or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question
-----------------
of law pertaining to any action it should or should not take, PFPC may request
advice at its own cost from such counsel of its own choosing (who may be counsel
for the Fund, the Fund's investment adviser or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
------------------
directions, advice or Oral Instructions or Written Instructions PFPC receives
from the Fund and the advice PFPC
3
<PAGE>
receives from counsel, PFPC may rely upon and follow the advice of counsel. In
the event PFPC so relies on the advice of counsel, PFPC remains liable for any
action or omission on the part of PFPC which constitutes willful misfeasance,
bad faith, gross negligence or reckless disregard by PFPC of any duties,
obligations or responsibilities set forth in this Agreement.
(d) Protection of PFPC. PFPC shall be protected in any action it
------------------
takes or does not take in reliance upon directions, advice or Oral Instructions
or Written Instructions it receives from the Fund or from counsel and which PFPC
believes, in good faith, to be consistent with those directions, advice and Oral
Instructions or Written Instructions. Nothing in this section shall be
construed so as to impose an obligation upon PFPC (i) to seek such directions,
advice or Oral Instructions or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral Instructions or Written
Instructions unless, under the terms of other provisions of this Agreement, the
same is a condition of PFPC's properly taking or not taking such action.
7. RECORDS; VISITS.
---------------
(a) The books and records pertaining to the Fund and the Portfolios
which are in the possession or under the control of PFPC shall be the property
of the Fund. Such books and records shall be prepared and maintained as
required by the 1940 Act and other applicable securities laws, rules and
regulations. The Fund and Authorized Persons shall have access to such books
and records at all times during PFPC's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and records shall be
provided by PFPC to the Fund or to an Authorized Person, at the Fund's expense.
Consistent with Treasury regulation (S)1.864-2(c) (2) (iii) (5), such books and
records shall be maintained at an office located in Ireland.
(b) PFPC shall keep the following records:
(i) all books and records with respect to each Portfolio's
books of account;
(ii) records of each Portfolio's securities transactions; and
(iii) all other books and records as PFPC is required to
maintain pursuant to Rule 31a-1 of the 1940 Act in
connection with the services provided hereunder.
8. CONFIDENTIALITY. PFPC agrees to keep confidential all records of the
---------------
Fund and
4
<PAGE>
information relating to the Fund and its shareholders, unless the release of
such records or information is otherwise consented to, in writing, by the Fund.
The Fund agrees that such consent shall not be unreasonably withheld and may not
be withheld where (i) PFPC may be exposed to civil or criminal contempt
proceedings or when required to divulge such information or records to duly
constituted authorities; and (ii) where PFPC has notified the Fund of such
release of confidential records.
9. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Fund's
------------------------
independent public accountants and shall provide account analyses, fiscal year
summaries, and other audit-related schedules with respect to each Portfolio.
PFPC shall take all reasonable action in the performance of its duties under
this Agreement to assure that the necessary information is made available to
such accountants for the expression of their opinion, as required by the Fund.
10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect
-----------------
with appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment to the extent appropriate
equipment is available. In the event of equipment failures, PFPC shall, at no
additional expense to the Fund, take reasonable steps to minimize service
interruptions. PFPC shall have no liability with respect to the loss of data or
service interruptions caused by equipment failure, provided such loss or
interruption is not caused by PFPC's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties or obligations under this
Agreement.
11. COMPENSATION. As compensation for services rendered by PFPC during
------------
the term of this Agreement, the Fund, on behalf of each Portfolio, will pay to
PFPC a fee or fees as may be agreed to in writing by the Fund and PFPC.
12. INDEMNIFICATION. The Fund, on behalf of each Portfolio, agrees to
---------------
indemnify and hold harmless PFPC and its affiliates from all taxes, charges,
expenses, assessments, claims and liabilities (including, without limitation,
liabilities arising under the Securities Laws and any state or foreign
securities and blue sky laws, and amendments thereto), and expenses, including
(without limitation) attorneys' fees and disbursements arising directly or
indirectly from any action or omission to act which PFPC takes (i) at the
request or on the direction of the Fund or
5
<PAGE>
(ii) upon Oral Instructions or Written Instructions. Neither PFPC, nor any of
its affiliates', shall be indemnified against any liability (or any expenses
incident to such liability) arising out of PFPC's or its affiliates' own willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties and
obligations under this Agreement. Any amounts payable by the Fund hereunder
shall be satisfied only against the relevant Portfolio's assets and not against
the assets of any other investment portfolio of the Fund.
13. RESPONSIBILITY OF PFPC.
----------------------
(a) PFPC shall be under no duty to take any action on behalf of the
Fund or any Portfolio except as specifically set forth herein or as may be
specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise
care and diligence in the performance of its duties hereunder, to act in good
faith and to use its best efforts, within reasonable limits, in performing
services provided for under this Agreement. PFPC shall be liable for any
damages arising out of PFPC's failure to perform its duties under this Agreement
to the extent such damages arise out of PFPC's willful misfeasance, bad faith,
gross negligence or reckless disregard of such duties.
(b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) PFPC shall not be liable for losses beyond its
control, provided that PFPC has acted in accordance with the standard of care
set forth above; and (ii) PFPC shall not be liable for (A) the validity or
invalidity or authority or lack thereof of any Oral Instruction or Written
Instruction, notice or other instrument which conforms to the applicable
requirements of this Agreement, and which PFPC reasonably believes to be
genuine; or (B) subject to Section 10, delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
flood, catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary,
neither PFPC nor its affiliates shall be liable to the Fund or to any Portfolio
for any consequential, special or indirect losses or damages which the Fund or
any Portfolio may incur or suffer by or as a consequence of PFPC's or any
affiliates' performance of the services provided hereunder, whether or not the
likelihood of such losses or damages was known by PFPC or its affiliates.
6
<PAGE>
14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS.
--------------------------------------------------------
(a) PFPC will perform the following accounting functions if requested by
the Fund:
(i) Journalize investment, capital share and income and expense
activities;
(ii) Verify investment buy/sell trade tickets when received from the
investment adviser for a Portfolio (the "Adviser") and transmit
trades to the Fund's custodian (the "Custodian") for proper
settlement;
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances of the Fund with the
Custodian, and provide the Adviser with the beginning cash
balance available for investment purposes;
(vi) Update the cash availability throughout the day as required by
the Adviser;
(vii) Post to and prepare the Statement of Assets and Liabilities and
the Statement of Operations in U.S. dollar terms;
(viii) Calculate various contractual expenses (e.g., advisory and
----
custody fees);
(ix) Monitor the expense accruals and notify an officer of the Fund
of any proposed adjustments;
(x) Control all disbursements and authorize such disbursements upon
Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes and currency exchange rates from
independent pricing services approved by the Fund, or if such
quotes are unavailable, then obtain such prices from the
Adviser, and in either case calculate the market value of each
Portfolio's investments;
(xiv) Transmit or mail a copy of the daily portfolio valuation to
the Adviser;
(xv) Compute net asset value;
(xvi) Transmit or fax net asset value and related financial data to
reporting agencies as required;
(xvii) As appropriate, compute yields, total return, expense ratios,
portfolio turnover rate, and, if required, portfolio average
dollar-weighted maturity;
7
<PAGE>
(xviii) Prepare a monthly financial statement, which will include the
following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses;
(xix) If applicable, make daily partnership income allocations and
perform daily partnership accounting as necessitated by the
master/feeder structure of the Fund and its feeder funds
including, but not limited to, allocations of realized and
unrealized gains and losses; and
(xx) Provide certain financial information necessary to facilitate
the preparation of the Fund's annual U.S. federal partnership
income tax return, IRS Form 1065, including Schedule K-1
thereto.
(b) Consistent with Treasury regulation (S) 1.864-2(c)(2)(iii)(5), (6), (7)
and (8), the accounting functions performed by PFPC shall be performed at an
office located in Ireland.
15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUOUS BASIS.
------------------------------------------------------------
PFPC will perform the following administration services with respect
to each Portfolio:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) Supply various normal and customary Portfolio and Fund
statistical data as requested on an ongoing basis;
(iv) Prepare for execution and file the Fund's Federal and state
tax returns;
(v) Prepare and file the Fund's Semi-Annual Reports with the SEC
on Form N-SAR;
(vi) Prepare and file with the SEC the Fund's annual, semi-
annual, and quarterly shareholder reports;
(vii) Assist in the preparation of registration statements and
other filings relating to the registration of Shares;
8
<PAGE>
(viii) With respect to each owner of an interest in the Fund that
has elected, or has notified PFPC of an intention to elect,
to be treated as a regulated investment company under IRC
section 851, maintain records of the Fund amount allocable
to such owner of gross income, dividends, interest and other
categories of gross income described in IRC section
851(b)(2), gross income derived from the sale or disposition
by the Fund of stock, securities or other property described
in IRC section 851(b)(3) that was held for less than 3
months, and timely notify Fund management of any potential
noncompliance by such owner with the gross income
requirements of IRC sections 851(b)(2) and 851(b)(3) on the
assumption that the interest in the Fund held by such owner
is its sole source of income;
(ix) Coordinate contractual relationships and communications
between the Fund and its contractual service providers;
(x) Monitor the Fund's compliance with the amounts and
conditions of each state qualification;
(xi) Provide such information and reports to the Adviser as shall
be mutually agreed upon in writing by PFPC and the Adviser
with respect to this Agreement to assist the Adviser in
monitoring the Fund for compliance with the terms of its
Declaration of Trust, By-Laws and resolutions, and any
amendments thereto, and with any representations made to
U.S. regulatory authorities, and any amendments thereto, and
in monitoring the Portfolio for compliance with he
investment restrictions and investment policies set out in
the most recent registration statement of the Fund as filed
with the SEC and any amendments thereto;
(xii) Maintain the register of shareholders of the Portfolio and
enter on such register all issues, transfers and repurchases
of Shares; and
(xiii) Perform such additional administrative duties relating to
the administration of the Portfolio as may subsequently be
agreed upon in writing between the Fund and PFPC.
16. DURATION AND TERMINATION. This Agreement shall continue until
------------------------
terminated by either party on sixty (60) days' prior written notice to the other
party.
17. NOTICES. All notices and other communications, including Written
-------
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. If notice is sent by confirming telegram, cable,
telex or facsimile sending device, it shall be deemed to
9
<PAGE>
have been given on the day it is delivered. If notice is sent by first-class
mail, it shall be deemed to have been given three days after it has been mailed.
If notice is sent by messenger, it shall be deemed to have been given on the day
it is delivered. Notices shall be addressed (a) if to PFPC, at 400 Bellevue
Parkway, Wilmington, Delaware 19809; (b) if to the Fund, at 100 East Pratt
Street, Baltimore, MD 21202, Attn: Secretary, with a copy to Fund counsel; or
(c) if to neither of the foregoing, at such other address as shall have been
provided by like notice to the sender of any such notice or other communication
by the other party.
18. AMENDMENTS. This Agreement, or any term thereof, may be changed or
----------
waived only by written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
19. DELEGATION; ASSIGNMENT. PFPC may delegate any or all of its duties
----------------------
under this Agreement to any offshore affiliate, provided that PFPC shall retain
responsibility therefor as specified herein.
20. COUNTERPARTS. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
21. FURTHER ACTIONS. Each party agrees to perform such further acts and
---------------
execute such further documents as are necessary to effectuate the purposes
hereof.
22. MISCELLANEOUS.
-------------
(a) Entire Agreement. This Agreement embodies the entire agreement
----------------
and understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegated duties and Oral Instructions.
(b) Captions. The captions in this Agreement are included for
--------
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(c) Governing Law. This Agreement shall be deemed to be a contract
-------------
made in Delaware and governed by Delaware law, without regard to principles of
conflicts of law.
(d) Partial Invalidity. If any provision of this Agreement shall be
------------------
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be
10
<PAGE>
affected thereby.
(e) Successors and Assigns. This Agreement shall be binding upon and
----------------------
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
(f) Facsimile Signatures. The facsimile signature of any party to
--------------------
this Agreement shall constitute the valid and binding execution hereof by such
party.
11
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By:
------------------------------
Title:
---------------------------
LA SALLE PARTNERS MASTER TRUST
By:
------------------------------
Title:
---------------------------
12
<PAGE>
EXHIBIT A
---------
THIS EXHIBIT A, dated as of December __, 1997, is Exhibit A to that certain
Administration and Accounting Services Agreement dated as of December __, 1997
between PFPC Inc. and La Salle Partners Master Trust.
PORTFOLIOS
----------
[List all Portfolios here]
13
<PAGE>
AUTHORIZED PERSONS APPENDIX
NAME (TYPE) SIGNATURE
- ---------------------------------------------
- ---------------------------------------------
- ---------------------------------------------
- ---------------------------------------------
- ---------------------------------------------
- ---------------------------------------------
14
<PAGE>
Exhibit 9(b)
LICENSE AGREEMENT
This License Agreement dated as of December __, 1997, by and between
LaSalle Partners Incorporated, a _______ corporation ("Licensor"), and LaSalle
Partners Master Trust, a Delaware business trust ("Licensee").
W I T N E S S E T H:
WHEREAS, Licensee has retained an affiliate of Licensor to provide
investment management services to Licensee; and
WHEREAS, Licensee desires to use the trademark "LaSalle Partners" (the
"Mark") in its corporate name and business and Licensor is willing to permit the
use of the Mark by Licensee subject to the terms and conditions set forth
herein;
NOW THEREFORE, it is hereby agreed between the parties hereto as follows:
1. License. Subject to the terms of this Agreement, Licensor grants to
-------
Licensee a non-exclusive, non-transferable license (the "License") to use the
Mark in Licensee's corporate name and in connection with its lawful business
activities as a registered open-end management investment company, and for no
other purpose. THE MARK IS LICENSED "AS IS", WITHOUT ANY WARRANTY, INCLUDING
ANY WARRANTY OF TITLE AND NON-INFRINGEMENT.
2. Use of Mark. Licensee agrees and warrants to Licensor that it shall
-----------
not at any time use the Mark in connection with the sale of, or offer to sell,
any security in violation of applicable federal and state laws and regulations.
Licensee acknowledges and agrees that Licensor may license, use or grant to any
other person or entity the right to use the Mark in any form, alone or in
association with any other name or Mark, in connection with the business of
another investment company, or for any other purpose whatsoever.
3. Infringements. Licensee agrees to notify Licensor promptly of any
-------------
potential infringements of the Mark by third parties which come to its
attention. Licensor retains the exclusive right and discretion to determine
what constitutes an infringement and to decide whether to take or defend legal
action. Licensee agrees to cooperate fully in any such undertaking, and
Licensor shall maintain complete control over the action.
4. Termination. The License shall terminate: (i) upon 30 days' written
-----------
notice by Licensor to Licensee with or without cause; (ii) automatically if
Licensee shall become insolvent, make a general assignment for the benefit of
creditors, suffer or permit the appointment of a receiver for its business or
assets, become the subject of any proceeding under any bankruptcy or insolvency
law whether domestic or foreign, or have wound up its business or liquidated,
whether voluntarily or otherwise; (iii) automatically in the event that Licensor
or its affiliates or subsidiaries shall cease to be the investment manager to
Licensee; or (iv) automatically in the
<PAGE>
event of a court or other governmental order directing Licensor or Licensee to
cease use of the Mark. Upon termination of the License, Licensee shall cease and
desist from all use of the Mark in any way and shall, within ten days thereof,
file all necessary documents to change its corporate name and cancel all assumed
and fictitious or trade name filings in all jurisdictions.
5. Ownership of the Mark. Licensee acknowledges Licensor's exclusive
---------------------
right, title and interest in and to the Mark and any registration that has
issued or may issue thereon, and will not at any time do or cause to be done any
act or thing contesting or in any way impairing or tending to impair such right,
title and interest. Licensee further agrees to take all appropriate action,
including the use of recognized symbols and abbreviations, to evidence
Licensor's ownership of the Mark.
6. Notices. Any notice or other communication shall be deemed
-------
sufficiently given if given in writing and delivered in person or mailed by
first class mail, postage prepaid, addressed as follows:
If to Licensor:
LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
Attn: Secretary
If to Licensee:
LaSalle Partners Master Trust
100 East Pratt Street
Baltimore, MD 21202
Attn: Secretary
7. Governing Law. This Agreement shall be governed by and construed
-------------
under the laws of the State of Maryland, without giving effect to the conflict
of laws provisions thereof.
8. Miscellaneous. If any provision of this Agreement shall be held or
-------------
made invalid by a court decision, statute, rule or otherwise, the remainder
shall not be affected thereby. The title of this Agreement and the headings of
the sections herein are for convenience of the parties only, and are not
intended to be part of or affect the meaning or interpretation of this
Agreement. This Agreement constitutes the entire agreement of the parties
hereto with respect to the matters referred to herein, and no other agreement,
verbal or otherwise, shall be binding as between the parties. No failure or
delay on the part of any party hereto in exercising any right, power or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any
-2-
<PAGE>
other right, power or remedy. Any waiver granted hereunder must be in writing
and shall be valid only in the specific instance in which given.
9. Limitation of Liability. Licensor expressly acknowledges the
-----------------------
limitation of liability set forth in the Agreement and Declaration of Trust of
Licensee. Licensor agrees that the obligations assumed by Licensee pursuant to
this Agreement shall be limited in any case to the assets of Licensee and
Licensor shall not seek satisfaction of any such obligations from the
shareholders, trustees or officers of Licensee, or any of them.
IN WITNESS WHEREOF, this Agreement has been executed for and on behalf of
the undersigned as of the day and year first above written.
Attest: LA SALLE PARTNERS INCORPORATED
_______________________ By: __________________________
Attest: LA SALLE PARTNERS MASTER TRUST
_______________________ By: __________________________
-3-
