Declaration of Trust
of
First Defined Sector Fund
Declaration of Trust made as of this ____ day of April, 2000 by the
initial Trustee hereunder.
Whereas, the initial Trustee desires to establish a trust fund for the
purposes of carrying on the business of a management investment company;
and
Whereas, in furtherance of such purpose, the initial Trustee and any
successor Trustees elected in accordance with Article V hereof are
acquiring and may hereafter acquire assets and properties which they
will hold and manage as trustees of a Massachusetts business trust with
transferable shares in accordance with the provisions hereinafter set
forth;
Now, Therefore, the initial Trustee and any successor Trustees elected
or appointed in accordance with Article V hereof hereby declare that
they will hold all cash, securities and other assets and properties,
which they may from time to time acquire in any manner as Trustees
hereunder, In Trust, and that they will manage and dispose of the same
upon the following terms and conditions for the benefit of the holders
from time to time of shares of beneficial interest in this Trust as
hereinafter set forth.
Article I
Name and Definitions
Section 1. Name. This Trust shall be known as the "First Defined
Sector Fund" 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 "Trust" refers to the Massachusetts voluntary
association established by this Declaration of Trust, as amended from
time to time;
(b) "Trustee" or "Trustees" refers to each signatory to this
Declaration of Trust so long as such signatory shall continue in office
in accordance with the terms hereof, and all other individuals who at
the time in question have been duly elected or appointed and qualified
in accordance with Article V hereof and are then in office;
(c) "Shares" mean the shares of beneficial interest described
in Article IV hereof and include fractions of Shares as well as whole
Shares;
(d) "Shareholder" means a record owner of Shares;
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(e) The "1940 Act" refers to the Investment Company Act of
1940 (and any successor statute) and the Rules and Regulations
thereunder, all as amended from time to time;
(f) The terms "Commission," "Interested Person," "Principal
Underwriter" and "vote of a majority of the outstanding voting
securities" shall have the meanings given them in the 1940 Act;
(g) "Declaration of Trust" or "Declaration" shall mean this
Declaration of Trust as amended or restated from time to time; and
(h) "By-Laws" shall mean the By-Laws of the Trust as amended
from time to time.
Article II
Nature and Purpose of Trust
The Trust is a voluntary association with transferable shares (commonly
known as a business trust) of the type referred to in Chapter 182 of the
General Laws of the Commonwealth of Massachusetts. The Trust is not
intended to be, shall not be deemed to be, and shall not be treated as,
a general or a limited partnership, joint venture, corporation or joint
stock company, nor shall the Trustees or Shareholders or any of them for
any purpose be deemed to be, or be treated in any way whatsoever as
though they were, liable or responsible hereunder as partners or joint
venturers. The purpose of the Trust is to engage in, operate and carry
on the business of an open-end management investment company and to do
any and all acts or things as are necessary, convenient, appropriate,
incidental or customary in connection therewith.
The Trust set forth in this instrument shall be deemed made in the
Commonwealth of Massachusetts, and it is created under and is to be
governed by and construed and administered according to the laws of said
Commonwealth. The Trust shall be of the type commonly called a business
trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust. No
provision of this Declaration shall be effective to require a waiver of
compliance with any provision of the Securities Act of 1933, as amended,
or the 1940 Act, or of any valid rule, regulation or order of the
Commission thereunder.
Article III
Registered Agent; Principal Place of Business
The name of the registered agent of the Trust is Corporation Service
Company at 84 State Street, Boston, Massachusetts 02109. The principal
place of business of the Trust is 1001 Warrenville Road, Suite 300,
Lisle, Illinois 60532. The Trustees may, without the approval of
Shareholders, change the registered agent of the Trust and the principal
place of business of the Trust.
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Article IV
Beneficial Interest
Section 1. Shares of Beneficial Interest. The beneficial interest in
the Trust shall be divided into such transferable Shares of beneficial
interest, of such series or classes, and of such designations and par
values (if any) and with such rights, preferences, privileges and
restrictions as shall be determined by the Trustees in their sole
discretion, without Shareholder approval, from time to time and shall
initially consist of one class of transferable shares, par value $.01
per share. The number of Shares is unlimited and each Share shall be
fully paid and nonassessable. The Trustees shall have full power and
authority, in their sole discretion and without obtaining any prior
authorization or vote of the Shareholders of the Trust or of the
Shareholders of any series or class of Shares, to create and establish
(and to change in any manner) Shares or any series or classes thereof
with such preferences, voting powers, rights and privileges as the
Trustees may from time to time determine; to divide or combine the
Shares or the Shares of any series or classes thereof into a greater or
lesser number; to classify or reclassify any issued Shares or previously
issued and reacquired shares into one or more series or classes of
Shares; to abolish any one or more series or classes of Shares; and to
take such other action with respect to the Shares as the Trustees may
deem desirable. Except as may be specifically set forth in Section 2 of
this Article IV or in an instrument establishing and designating classes
or series of Shares, the Shares shall have the powers, preferences,
rights, qualifications, limitations and restrictions described below:
(i) In the event of the termination of the Trust the holders
of the Shares shall be entitled to receive pro rata the net
distributable assets of the Trust.
(ii) Each holder of Shares shall be entitled to one vote for
each Share held on each matter submitted to a vote of Shareholders, and
the holders of outstanding Shares shall vote together as a single class.
(iii) Dividends or other distributions to Shareholders, when,
as and if declared or made by the Trustees, shall be shared equally by
the holders of Shares on a share for share basis, such dividends or
other distributions or any portion thereof to be paid in cash or to be
reinvested in full and fractional Shares of the Trust as the Trustees
shall direct.
(iv) Any Shares purchased, redeemed or otherwise reacquired by
the Trust shall be retired automatically and such retired Shares shall
have the status of authorized but unissued Shares.
(v) Shares may be issued from time to time, without the vote
of the Shareholders (or, if the Trustees in their sole discretion deem
advisable, with a vote of Shareholders), either for cash or for such
other consideration (which may be in any one or more instances a certain
specified consideration or certain specified considerations) and on such
terms as the Trustees, from time to time, may deem advisable, and the
Trust may in such manner acquire other assets (including the acquisition
of assets subject to, and in connection with the assumption of
liabilities).
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(vi) The Trust may issue Shares in fractional denominations to
the same extent as its 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 termination of the
Trust. The Trustees may from time to time, without the vote of
Shareholders, divide or combine Shares into a greater or lesser number
without thereby changing their proportionate beneficial interest in the
Trust.
Section 2. Establishment of Series and Classes of Shares.
(a) Series. The Trustees, in their sole discretion, without
obtaining any prior authorization or vote of the Shareholders of the
Trust or of the Shareholders of any series or class of Shares, from time
to time may authorize the division of Shares into two or more series,
the number and relative rights, privileges and preferences of which
shall be established and designated by the Trustees, in their
discretion, upon and subject to the following provisions:
(i) All Shares shall be identical except that there may be
such variations as shall be fixed and determined by the Trustees between
different series as to purchase price, right of redemption, and the
price, terms and manner or redemption, and special and relative rights
as to dividends and on liquidation.
(ii) The number of authorized Shares and the number of Shares
of each series that may be issued shall be unlimited. The Trustees may
hold as treasury shares (of the same or some other series), reissue for
such consideration and on such terms as they may determine, or cancel
any Shares of any series reacquired by the Trust at their discretion
from time to time.
(iii) The power of the Trustees to invest and reinvest the
assets of the Trust allocated or belonging to any particular series
shall be governed by Section 1, Article VI hereof unless otherwise
provided in the instrument of the Trustees establishing such series
which is hereinafter described.
(iv) Each Share of a series shall represent a beneficial
interest in the net assets allocated or belonging to such series only,
and such interest shall not extend to the assets of the Trust generally.
Dividends and distributions on Shares of a particular series may be
paid with such frequency as the Trustees may determine, which may be
monthly or otherwise, pursuant to a standing vote or votes adopted only
once or with such frequency as the Trustees may determine, to the
Shareholders of that series only, from such of the income and capital
gains, accrued or realized, from the assets belonging to that series.
All dividends and distributions on Shares of a particular series shall
be distributed pro rata to the Shareholders of that series in proportion
to the number of Shares of that series held by such Shareholders at the
date and time of record established for the payment of such dividends or
distributions. Shares of any particular series of the Trust may be
redeemed solely out of the assets of the Trust allocated or belonging to
that series. Upon liquidation or termination of a series of the Trust,
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Shareholders of such series shall be entitled to receive a pro rata
share of the net assets of such series only.
(v) Notwithstanding any provision hereof to the contrary, on
any matter submitted to a vote of the Shareholders of the Trust, all
Shares then entitled to vote shall be voted by individual series, except
that (i) when required by the 1940 Act to be voted in the aggregate,
Shares shall not be voted by individual series, (ii) when the Trustees
have determined that the matter affects only the interests of
Shareholders of one or more series, only Shareholders of such series
shall be entitled to vote thereon, and (iii) all series shall vote
together on the election of Trustees.
(vi) The establishment and designation of any series of Shares
shall be effective upon (i) the execution by a majority of the Trustees
of an instrument setting forth such establishment and designation and
the relative rights and preferences of such series, (ii) the vote of a
majority of the Trustees as set forth in an instrument executed by an
officer of the Trust or (iii) as otherwise provided in such instrument.
(b) Classes. Notwithstanding anything in this Declaration to the
contrary, the Trustees may, in their discretion, without obtaining any
prior authorization or vote of the Shareholders of the Trust or of the
Shareholders of any series or class of Shares, from time to time
authorize the division of Shares of the Trust or any series thereof into
Shares of one or more classes upon (i) the execution by a majority of
the Trustees of an instrument setting forth such establishment and
designation and the relative rights and preferences of such class or
classes, (ii) upon the vote of a majority of the Trustees as set forth
in an instrument executed by an officer of the Trust or (iii) as
otherwise provided in such instrument. All Shares of a class shall be
identical with each other and with the Shares of each other class of the
same series except for such variations between classes as may be
approved by the Board of Trustees and set forth in such instrument of
establishment and designation and be permitted under the 1940 Act or
pursuant to any exemptive order issued by the Commission.
Section 3. Ownership of Shares. The ownership and transfer of Shares
shall be recorded on the books of the Trust or its transfer or similar
agent. No certificates certifying the ownership of Shares shall be
issued except as the Trustees may otherwise determine from time to time.
The Trustees may make such rules as they consider appropriate for the
issuance of Share certificates, transfer of Shares and similar matters.
The record books of the Trust, as kept by the Trust or any transfer or
similar agent of the Trust, shall be conclusive as to who are the
holders of Shares and as to the number of Shares held from time to time
by each Shareholder.
Section 4. No Preemptive Rights, Etc. The holders of Shares shall
not, as such holders, have any right to acquire, purchase or subscribe
for any Shares or securities of the Trust which it may hereafter issue
or sell, other than such right, if any, as the Trustees in their
discretion may determine. The holders of Shares shall have no appraisal
rights with respect to their Shares and, except as otherwise determined
by resolution of the Trustees in their sole discretion, shall have no
exchange or conversion rights with respect to their Shares.
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Section 5 Assets and Liabilities of Series. In the event that the
Trust, pursuant to Section 2(a) of this Article IV, shall authorize the
division of Shares into two or more series, the following provisions
shall apply:
(a) 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 liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same
may be, shall irrevocably belong to that series for all purposes,
subject only to the rights of creditors, and shall be so recorded upon
the books of the Trust. Such consideration, assets, income, earnings,
profits and proceeds, including any proceeds derived from the sale,
exchange or liquidation of such assets and any funds or payments derived
from any reinvestment of such proceeds, in whatever form the same may
be, together with any General Items (as hereinafter defined) allocated
to that series as provided in the following sentence, are herein
referred to as "Assets belonging to" that series. In the event that
there are any assets, income, earnings, profits or proceeds thereof,
funds or payments which are not readily identifiable as belonging to any
particular series (collectively "General Items"), the Trustees shall
allocate such General Items to and among any one or more of the series
created from time to time in such manner and on such basis as they, in
their sole discretion, deem fair and equitable; and any General Items
allocated to a particular series shall belong to that series. Each such
allocation by the Trustees shall be conclusive and binding upon the
Shareholders of all series for all purposes.
(b) The assets belonging to a particular series shall be
charged with the liabilities of the Trust in respect of that series and
with all expenses, costs, charges and reserves attributable to that
series and shall be so recorded upon the books of the Trust.
Liabilities, expenses, costs, charges and reserves charged to a
particular series, together with any General Items (as hereinafter
defined) allocated to that series as provided in the following sentence,
are herein referred to as "liabilities belonging to" that series. In
the event there are any general liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable as belonging to
any particular series (collectively "General Items"), the Trustees shall
allocate and charge such General Items to and among any one or more of
the series created from time to time in such manner and on such basis as
the Trustees in their sole discretion deem fair and equitable; and any
General Items so allocated and charges to a particular series shall
belong to that series. Each such allocation by the Trustees shall be
conclusive and binding upon the Shareholders of all series for all
purposes.
Section 6. Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving only the rights
provided in this instrument. Every Shareholder by virtue of having
become a Shareholder shall be held to have expressly assented and agreed
to the terms of this Declaration of Trust and to have become a party
thereto. 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 Trust. Ownership of Shares shall not
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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. Neither the Trustees, nor any officer,
employee or agent of the Trust shall have any power to bind any
Shareholder personally or to call upon any Shareholder for the payment
of any sum of money or assessment whatsoever other than such as the
Shareholder may at any time personally agree to pay by way of
subscription for any Shares or otherwise.
Article V
The Trustees
Section 1. Management of the Trust. The business and affairs of the
Trust shall be managed by the Trustees, and they shall have all powers
necessary and desirable to carry out that responsibility.
Section 2. Qualification and Number. Each Trustee shall be a natural
person. A Trustee need not be a Shareholder, a citizen of the United
States, or a resident of the Commonwealth of Massachusetts. By the vote
or consent of the initial Trustee, or by a majority vote or consent of
the Trustees as may subsequently then be in office, the Trustees may fix
the number of Trustees at a number not less than two (2) nor more than
twelve (12) and may fill the vacancies created by any such increase in
the number of Trustees. Except as determined from time to time by
resolution of the Trustees, no decrease in the number of Trustees shall
have the effect of removing any Trustee from office prior to the
expiration of his term, but the number of Trustees may be decreased in
conjunction with the removal of a Trustee pursuant to Section 4 of
Article V.
Section 3. Term and Election. Each Trustee shall hold office until
the next meeting of Shareholders called for the purpose of considering
the election or re-election of such Trustee or of a successor to such
Trustee, and until his successor is elected and qualified, and any
Trustee who is appointed by the Trustees in the interim to fill a
vacancy as provided hereunder shall have the same remaining term as that
of his predecessor, if any, or such term as the Trustees may determine.
Any vacancy resulting from a newly created Trusteeship or the death,
resignation, retirement, removal, or incapacity of a Trustee may be
filled by the affirmative vote or consent of a majority of the Trustees
then in office.
Section 4. Resignation and Removal. Any Trustee may resign his trust
or retire as a Trustee (without need for prior or subsequent accounting
except in the event of removal) by an instrument in writing signed by
him and delivered or mailed to the Chairman, if any, the President or
the Secretary, and such resignation or retirement shall be effective
upon such delivery, or at a later date according to the terms of the
instrument. Any Trustee who has become incapacitated by illness or
injury as determined by a majority of the other Trustees, may be retired
by written instrument signed by a majority of the other Trustees.
Except as aforesaid, any Trustee may be removed from office only for
"Cause" (as hereinafter defined) and only (i) by action of at least
sixty-six and two-thirds percent (66-2/3%) of the outstanding Shares, or
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(ii) by written instrument, signed by at least sixty-six and two-thirds
percent (66-2/3%) of the remaining Trustees, specifying the date when
such removal shall become effective. "Cause" shall require willful
misconduct, dishonesty, fraud or a felony conviction.
Section 5. Vacancies. The death, declination, resignation,
retirement, removal, or incapacity, of the Trustees, or any one of them,
shall not operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust. Whenever a
vacancy in the number of Trustees shall occur, until such vacancy is
filled as provided herein, or the number of Trustees as fixed is
reduced, the Trustees in office, regardless of their number, shall have
all the powers granted to the Trustees, and during the period during
which any such vacancy shall occur, only the Trustees then in office
shall be counted for the purposes of the existence of a quorum or any
action to be taken by such Trustees.
Section 6. Ownership of Assets of the Trust. The assets of the Trust
shall be held separate and apart from any assets now or hereafter held
in any capacity other than as Trustee hereunder by the Trustees or any
successor Trustees. All of the assets of the Trust shall at all times
be considered as automatically vested in the Trustees as shall be from
time to time in office. Upon the resignation, retirement, removal,
incapacity or death of a Trustee, such Trustee shall automatically cease
to have any right, title or interest in any of the Trust property, and
the right, title and interest of such Trustee in the Trust property
shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective without the execution or delivery
of any conveyancing or other instruments. No Shareholder shall be
deemed to have a severable ownership in any individual asset of the
Trust or any right of partition or possession thereof.
Section 7. Voting Requirements. In addition to the voting
requirements imposed by law or by any other provision of this
Declaration of Trust, the provisions set forth in this Article V may not
be amended, altered or repealed in any respect, nor may any provision
inconsistent with this Article V be adopted, without the affirmative
vote of the holders of at least sixty-six and two-thirds percent (66-
2/3%) of the outstanding Shares. In the event the holders of the
outstanding shares of any series or class are required by law or any
other provision of this Declaration of Trust to approve such an action
by a class vote of such holders, such action must be approved by the
holders of at least sixty-six and two-thirds percent (66 2/3%) of the
outstanding Shares of such series or class or such lower percentage as
may be required by law or any other provision of this Declaration of
Trust.
Article VI
Powers of Trustees
Section 1. Powers. The Trustees in all instances shall have full,
absolute and exclusive power, control and authority over the Trust
assets and the business and affairs of the Trust to the same extent as
if the Trustees were the sole and absolute owners thereof in their own
right. The Trustees shall have full power and authority to do any and
all acts and to make and execute any and all contracts and instruments
that they may consider necessary or appropriate in connection with the
management of the Trust. The enumeration of any specific power herein
shall not be construed as limiting the aforesaid powers. In construing
the provisions of this Declaration of Trust, there shall be a
presumption in favor of the grant of power and authority to the
Trustees. Subject to any applicable limitation in this Declaration, the
Trustees shall have power and authority:
(a) To invest and reinvest in, to buy or otherwise acquire,
to hold, for investment or otherwise, to sell or otherwise dispose of,
to lend or to pledge, to trade in or deal in securities or interests of
all kinds, however evidenced, or obligations of all kinds, however
evidenced, or rights, warrants, or contracts to acquire such securities,
interests, or obligations, of any private or public company,
corporation, association, general or limited partnership, trust or other
enterprise or organization foreign or domestic, or issued or guaranteed
by any national or state government, foreign or domestic, or their
agencies, instrumentalities or subdivisions (including but not limited
to, bonds, debentures, bills, time notes and all other evidences or
indebtedness); negotiable or non-negotiable instruments; any and all
options and futures contracts, derivatives or structured securities;
government securities and money market instruments (including but not
limited to, bank certificates of deposit, finance paper, commercial
paper, bankers acceptances, and all kinds of repurchase agreements) and,
without limitation, all other kinds and types of financial instruments;
(b) To adopt By-Laws not inconsistent with this Declaration
of Trust providing for the conduct of the business of the Trust and to
amend and repeal them to the extent that they do not reserve that right
to the Shareholders;
(c) To elect and remove such officers and appoint and
terminate such agents as they consider appropriate;
(d) To set record dates for any purpose;
(e) To delegate such authority as they consider desirable to
any officers of the Trust and to any investment adviser, investment
subadviser, transfer agent, custodian, underwriter or other independent
contractor or agent;
(f) Subject to Article IX, Section 1 hereof, to merge, or
consolidate the Trust with any other corporation, association, trust or
other organization; or to sell, convey, transfer, or lease all or
substantially all of the assets of the Trust;
(g) 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;
(h) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of securities;
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(i) To hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form; or
either in their or the Trust's name or in the name of a custodian or a
nominee or nominees;
(j) To issue, sell, repurchase, retire, cancel, acquire,
hold, resell, reissue, dispose of, transfer and otherwise deal in Shares
and in any options, warrants or other rights to purchase Shares or any
other interests in the Trust other than Shares;
(k) To set apart, from time to time, out of any funds of the
Trust a reserve or reserves for any proper purpose, and to abolish any
such reserve;
(l) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or issuer,
any security or property of which is held in the Trust; to consent to
any contract, lease, mortgage, purchase, or sale of property by such
corporation or issuer, and to pay calls or subscriptions with respect to
any security held in the Trust;
(m) 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;
(n) To make distributions to Shareholders;
(o) To borrow money and to pledge, mortgage, or hypothecate
the assets of the Trust;
(p) To establish, from time to time, a minimum total
investment for Shareholders, and to require the redemption of the Shares
of any Shareholders whose investment is less than such minimum upon such
terms as shall be established by the Trustees;
(q) 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;
(r) To purchase and pay for out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of
the business of the Trust, including, without limitation, insurance
policies insuring the assets of the Trust and payment of distributions
and principal on its portfolio investments, and insurance policies
insuring the Shareholders, Trustees, officers, employees, agents,
investment advisers, investment subadvisers or managers, principal
underwriters, or independent contractors of the Trust individually
Page 10
against all claims and liabilities of every nature arising by reason of
holding, being or having held any such office or position, or by reason
of any action alleged to have been taken or omitted by any such person
as Shareholder, Trustee, officer, employee, agent, investment adviser,
subadviser or manager, principal underwriter, or independent contractor,
whether or not any such action may be determined to constitute
negligence, and whether or not the Trust would have the power to
indemnify such person against such liability; and
(s) 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, deferred
compensation, 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.
Any determination made by or pursuant to the direction of the Trustees
in good faith and consistent with the provisions of this Declaration of
Trust shall be final and conclusive and shall be binding upon the Trust
and every holder at any time of Shares, including, but not limited to
the following matters: the amount of the assets, obligations,
liabilities and expenses of the Trust; the amount of the net income of
the Trust from dividends, capital gains, interest or other sources for
any period and the amount of assets at any time legally available for
the payment of dividends or distributions; the amount, purpose, time of
creation, increase or decrease, alteration or cancellation of any
reserves or charges and the propriety thereof (whether or not any
obligation or liability for which such reserves or charges were created
shall have been paid or discharged); the market value, or any quoted
price to be applied in determining the market value, of any security or
other asset owned or held by the Trust; the fair value of any security
for which quoted prices are not readily available, or of any other asset
owned or held by the Trust; the number of Shares of the Trust issued or
issuable; the net asset value per Share; any matter relating to the
acquisition, holding and depositing of securities and other assets by
the Trust; any question as to whether any transaction constitutes a
purchase of securities on margin, a short sale of securities, a
borrowing, or an underwriting of the sale of, or participation in any
underwriting or selling group in connection with the public distribution
of, any securities, and any matter relating to the issue, sale,
redemption, repurchase, and/or other acquisition or disposition of
Shares of the Trust. No provision of this Declaration of Trust shall be
effective to protect or purport to protect any Trustee or officer of the
Trust against any liability to the Trust or to its security holders 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.
Section 2. Manner of Acting, By-Laws. The By-Laws shall make
provision from time to time for the manner in which the Trustees may
take action, including, without limitation, at meetings within or
without Massachusetts, including meetings held by means of a conference
telephone or other communications equipment, or by written consents, the
quorum and notice, if any, that shall be required for any meeting or
other action, and the delegation of some or all of the power and
authority of the Trustees to any one or more committees which they may
appoint and terminate, from time to time.
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Article VII
Expenses of the Trust
The Trustees shall have the power to reimburse themselves from the Trust
property for their expenses and disbursements, to pay reasonable
compensation to themselves from the Trust property, and to incur and pay
out of the Trust property any other expenses which in the opinion of the
Trustees are necessary or incidental to carry out any of the purposes of
this Declaration of Trust, or to exercise any of the powers of the
Trustees hereunder.
Article VIII
Investment Adviser, Underwriter
and transfer agent
Section 1. Investment Adviser. The Trust may enter into written
contracts with one or more persons (which term shall include any firm,
corporation, trust or association), to act as investment adviser or
investment subadviser to the Trust, and as such to perform such
functions as the Trustees may deem reasonable and proper, including,
without limitation, investment advisory, management, research, valuation
of assets, clerical and administrative functions, under such terms and
conditions, and for such compensation, as the Trustees may in their
discretion deem advisable.
Upon the termination of any contract with First Trust Advisers, L.P., or
any corporation affiliated with Nike Securities, L.P., acting as
investment adviser or manager, the Trustees are hereby required to
promptly change the name of the Trust to a name which does not include
"First" or any approximation or abbreviation thereof.
Section 2. Underwriter; Transfer Agent. The Trust may enter into a
written contract or contracts with an underwriter or underwriters or
distributor or distributors whereby the Trust may either agree to sell
Shares to the other party or parties to the contract or appoint such
other party or parties its sales agent or agents for such Shares and
with such other provisions as the Trustees may deem reasonable and
proper, and the Trustees may in their discretion from time to time enter
into transfer agency and/or shareholder service contract(s), in each
case with such terms and conditions, and providing for such
compensation, as the Trustees may in their discretion deem advisable.
Section 3. Parties to Contract. Any contract of the character
described in Sections 1 and 2 of this Article VIII or in Article X
hereof may be entered into with any corporation, firm, partnership,
trust or association, including, without limitation, the investment
adviser, any investment subadviser or an affiliate of the investment
adviser or investment subadviser, although one or more of the Trustees
or officers of the Trust may be an officer, director, trustee,
shareholder, or member of such other party to the contract, or otherwise
interested in such contract and no such contract shall be invalidated or
rendered voidable by reason of the existence of any such relationship,
Page 12
nor shall any person holding such relationship be liable merely by
reason of such relationship for any loss or expense to the Trust under
or by reason of said contract or accountable for any profit realized
directly or indirectly therefrom, provided that the contract when
entered into was not inconsistent with the provisions of this Article
VIII, Article X, or the By-Laws. The same person (including a firm,
corporation, partnership, trust or association) may be the other party
to contracts entered into pursuant to Sections 1 and 2 above or Article
X, and any individual may be financially interested or otherwise
affiliated with persons who are parties to any or all of the contracts
mentioned in this Section 3.
Article IX
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers. The Shareholders shall have power to vote
only: (a) for the election or removal of Trustees as provided in Article
V, (b) with respect to any investment advisory or management contract to
the extent required by the 1940 Act, (c) with respect to any termination
of the Trust or a series thereof to the extent and as provided in this
Article IX, Section 1, (d) with respect to any amendment of this
Declaration of Trust to the extent and as provided in Article XIII,
Section 4, (e) with respect to a merger or consolidation of the Trust or
any series thereof with any corporation, association, trust or other
organization or a reorganization or recapitalization of the Trust or
series thereof, or a sale, lease or transfer of all or substantially all
of the assets of the Trust or any series thereof (other than in the
regular course of the Trust's investment activities) to the extent and
as provided in this Article IX, Section 1, (f) to the same extent as the
shareholders of a Massachusetts business corporation as to whether or
not a court action, proceeding or claim should be brought or maintained
derivatively or as a class action on behalf of the Trust or the
Shareholders, and (g) with respect to such additional matters relating
to the Trust as may be required by law, the 1940 Act, this Declaration
of Trust, the By-Laws of the Trust, or any registration of the Trust
with the Commission or any State, or as the Trustees may consider
necessary or desirable.
An affirmative vote of the holders of at least sixty-six and two-thirds
percent (66-2/3%) of the outstanding Shares of the Trust (or, in the
event of any action set forth below affecting only one or more series or
classes of the Trust, an affirmative vote of the holders of at least
sixty-six and two-thirds percent of the outstanding Shares of such
affected series or class) shall be required to approve, adopt or
authorize (i) a merger or consolidation of the Trust or a series of the
Trust with any corporation, association, trust or other organization or
a reorganization or recapitalization of the Trust or a series of the
Trust, (ii) a sale, lease or transfer of all or substantially all of the
assets of the Trust or series of the Trust (other than in the regular
course of the Trust's investment activities), or (iii) a termination of
the Trust or a series of the Trust (other than a termination by the
Trustees as provided for in Section 1 of Article XIII hereof), unless in
any case such action is recommended by the Trustees, in which case the
affirmative vote of a majority of the outstanding voting securities of
the Trust or the affected series or class shall be required. Nothing
contained herein shall be construed as requiring approval of
Shareholders for any transaction, whether deemed a merger,
consolidation, reorganization or otherwise whereby the Trust issues
Shares in connection with the acquisition of assets (including those
subject to liabilities) from any other investment company or similar
entity).
Page 13
Section 2. Meetings. Meetings of the Shareholders of the Trust or
any one or more series thereof may be called and held from time to time
for the purpose of taking action upon any matter requiring the vote or
authority of the Shareholders as herein provided or upon any other
matter deemed by the Trustees to be necessary or desirable. Meetings of
the Shareholders shall be held at such place within the United States as
shall be fixed by the Trustees, and stated in the notice of the meeting.
Meetings of the Shareholders may be called by the Trustees and shall be
called by the Trustees upon the written request of Shareholders owning
at least one-tenth of the outstanding Shares entitled to vote.
Shareholders shall be entitled to at least ten days' notice of any
meeting, except where the meeting is an adjourned meeting and the date,
time and place of the meeting were announced at the time of the
adjournment.
Section 3. Quorum and Action. (a) The Trustees shall set in the By-
Laws the quorum required for the transaction of business by the
Shareholders at a meeting, which quorum shall in no event be less than
thirty percent (30%) of the Shares entitled to vote at such meeting. If
a quorum is present when a duly called or held meeting is convened, the
Shareholders present may continue to transact business until
adjournment, even though the withdrawal of a number of Shareholders
originally present leaves less than the proportion or number otherwise
required for a quorum.
(b) The Shareholders shall take action by the affirmative vote of
the holders of a majority, except in the case of the election of
Trustees which shall only require a plurality, of the Shares present in
person or by proxy and entitled to vote at a meeting of Shareholders at
which a quorum is present, except as may be otherwise required by any
provision of this Declaration of Trust or the By-Laws.
Section 4. Voting. Each whole Share shall be entitled to one vote as
to any matter on which it is entitled to vote and each fractional Share
shall be entitled to a proportionate fractional vote, except that Shares
held in the treasury of the Trust shall not be voted. In the event that
there is more than one series of the Shares, Shares shall be voted by
individual series on any matter submitted to a vote of the Shareholders
of the Trust except as provided in Sections 2(a)(v) and 2(b) of Article
IV. There shall be no cumulative voting in the election of Trustees or
on any other matter submitted to a vote of the Shareholders. Shares may
be voted in person or by proxy. Until Shares are issued, the Trustees
may exercise all rights of Shareholders and may take any action required
or permitted by law, this Declaration of Trust or the By-Laws of the
Trust to be taken by Shareholders.
Section 5. Action by Written Consent in Lieu of Meeting of
Shareholders. Any action required or permitted to be taken at a meeting
of the Shareholders may be taken without a meeting by written action
signed by all of the Shareholders entitled to vote on that action. The
written action is effective when it has been signed by all of those
Shareholders, unless a different effective time is provided in the
written action.
Page 14
Article X
Custodian
All securities and cash of the Trust shall be held by one or more
custodians and subcustodians, each meeting the requirements for a
custodian contained in the 1940 Act, or shall otherwise be held in
accordance with the 1940 Act.
Article XI
Distributions and Redemptions
Section 1. Distributions. The Trustees, or committee thereof, may in
their sole discretion from time to time declare and pay, or may
prescribe and set forth in a duly adopted vote or votes of the Trustees,
the bases and time for the declaration and payment of, such dividends
and distributions to Shareholders as they may deem necessary or
desirable, after providing for actual and accrued expenses and
liabilities (including such reserves as the Trustees may establish)
determined in accordance with good accounting practices.
Section 2 Redemption of Shares. All shares of the Trust shall be
redeemable, at the redemption price determined in the manner set out in
this Declaration. The Trust shall redeem the Shares of the Trust or any
series or class thereof at the price determined as hereinafter set
forth, upon the appropriately verified application of the record holder
thereof (or upon such other form of request as the Trustees may
determine) at such office or agency as may be designated from time to
time for that purpose by the Trustees. The Trustees may from time to
time specify additional conditions, not inconsistent with the 1940 Act,
regarding the redemption of Shares in the Trust's then effective
prospectus under the Securities Act of 1933.
Section 3. Redemption Price. Shares shall be redeemed at their net
asset value (less any applicable redemption fee or sales charge)
determined as set forth in Section 7 of this Article XI as of such time
as the Trustees shall have theretofore prescribed by resolution. In the
absence of such resolution, the redemption price of Shares deposited
shall be the net asset value of such Shares next determined as set forth
in such Section hereof after receipt of such application.
Section 4. Payment. Payment of the redemption price of Shares of the
Trust or any series or class thereof shall be made in cash or in
property or partly in cash and partly in property to the Shareholder at
such time and in the manner, not inconsistent with the 1940 Act or other
applicable laws, as may be specified from time to time in the Trust's
then effective prospectus under the Securities Act of 1933.
Section 5. Redemption of Shareholder's Interest. The Trustees, in
their sole discretion, may cause the Trust to redeem Shares of the Trust
or one or more series of the Trust held by any Shareholder if the value
of such Shares held by such Shareholder is less than the minimum amount
established from time to time by the Trustees, or for any reason under
Page 15
terms set by the Trustees, including but not limited to (i) the
determination of the Trustees that direct or indirect ownership of
shares has or may become concentrated in such Shareholder to the extent
that would disqualify a Series as a regulated investment company under
the Internal Revenue Code of 1986, as amended, (ii) the failure of a
Shareholder to supply a tax identification number if required to do so,
or (iii) the failure of a Shareholder to pay when due for the purchase
of Shares issued to him.
Section 6. Suspension of Right of Redemption. Notwithstanding the
foregoing, the Trust may postpone payment of the redemption price and
may suspend the right of the holders of Shares to require the Trust to
redeem Shares (a) during any period when the New York Stock Exchange
(the "Exchange") is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Trust normally utilizes
is restricted, or an emergency exists as determined by the Commission so
that disposal of the Trust's investments or determination of its net
asset value is not reasonably practicable, or (c) for such other periods
as the Commission may by order, rule or otherwise permit.
Section 7. Determination of Net Asset Value and Valuation of
Portfolio Assets. The Trustees may in their sole discretion from time
to time prescribe and shall set forth in the By-Laws or in a duly
adopted vote or votes of the Trustees such bases and times for
determining the per Share net asset value of the Shares and the
valuation of portfolio assets as they may deem necessary or desirable.
The Trust may suspend the determination of net asset value during any
period when it may suspend the right of the holders of Shares to require
the Trust to redeem Shares.
Article XII
Limitation of Liability and Indemnification
Section 1. Limitation of Liability. No personal liability for any
debt or obligation of the Trust shall attach to any Trustee of the
Trust. Without limiting the foregoing, a Trustee shall not be
responsible for or liable in any event for any neglect or wrongdoing of
any officer, agent, employee, investment adviser, subadviser, principal
underwriter or custodian of the Trust, nor shall any Trustee be
responsible or liable for the act or omission of any other Trustee.
Nothing contained herein shall protect any Trustee against any liability
to which such Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
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 conclusively deemed to have been executed or
done only in or with respect to their or his capacity as Trustees or
Trustee and neither such Trustees or Trustee nor the Shareholders shall
be personally liable thereon.
Page 16
Every note, bond, contract, instrument, certificate or undertaking made
or issued by the Trustees or by any officers or officer shall give
notice that this Declaration of Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, shall recite that the same
was executed or made by or on behalf of the Trust by them as Trustees or
Trustee or as officers or officer and not individually and that the
obligations of such instrument are not binding upon any of them or the
Shareholders individually but are binding only upon the assets and
property of the Trust, and may contain such further recitals as they or
he may deem appropriate, but the omission thereof shall not operate to
bind any Trustees or Trustee or officers or officer or Shareholders or
Shareholder individually.
All persons extending credit to, contracting with or having any claim
against the Trust shall look only to the assets of the Trust for payment
under such credit, contract or claim; and neither the Shareholders nor
the Trustees, nor any of the Trust's officers, employees or agents,
whether past, present or future, shall be personally liable therefor.
Section 2. Trustees' Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretions
thereunder shall be binding upon everyone interested. A Trustee shall
be liable only 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 and their duties as Trustees
hereunder, and shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice. In
discharging their duties, the Trustees, when acting in good faith, shall
be entitled to rely upon the books of account of the Trust and upon
written reports made to the Trustees by any officer appointed by them,
any independent public accountant and (with respect to the subject
matter of the contract involved) any officer, partner or responsible
employee of any other party to any contract entered into hereunder. The
Trustees shall not be required to give any bond as such, nor any surety
if a bond is required.
Section 3. Liability of Third Persons Dealing with Trustees. No
person dealing with the Trustees shall be bound to make any inquiry
concerning the validity of any transaction made or to be made by the
Trustees or to see to the application of any payments made or property
transferred to the Trust or upon its order.
Section 4. Indemnification. Subject to the exceptions and
limitations contained in this Section 4, every person who is, or has
been, a Trustee, officer, employee or agent of the Trust, including
persons who serve at the request of the Trust as directors, trustees,
officers, employees or agents of another organization in which the Trust
has an interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person"), shall be indemnified by the Trust to
the fullest extent permitted by law against liability and against all
expenses reasonably incurred or paid by him in connection with any
claim, action, suit or proceeding in which he becomes involved as a
party or otherwise by virtue of his being or having been such a Trustee,
director, officer, employee or agent and against amounts paid or
incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
Page 17
(a) against any liability to the Trust or its Shareholders by
reason of a final adjudication by the court or other body before which
the proceeding was brought that he engaged in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office;
(b) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not
involving a final adjudication (as provided in paragraph (a) or (b)) and
resulting in a payment by a Covered Person, unless there has been either
a determination that such Covered Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office by the court or other body
approving the settlement or other disposition, or a reasonable
determination, based on a review of readily available facts (as opposed
to a full trial-type inquiry), that he did not engage in such conduct:
(i) by a vote of a majority of the Disinterested
Trustees acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect
any other rights to which any Covered Person may now or hereafter be
entitled, shall continue as to a person who has ceased to be such a
Covered Person and shall inure to the benefit of the heirs, executors
and administrators of such a person. Nothing contained herein shall
affect any rights to indemnification to which Trust personnel other than
Covered Persons may be entitled by contract or otherwise under law.
Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding subject to a claim for indemnification under
this Section 4 shall be advanced by the Trust prior to final disposition
thereof upon receipt of an undertaking by or on behalf of the recipient
to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some
other appropriate security or the Trust shall be insured against losses
arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then in
office act on the matter) or independent legal counsel in a written
opinion shall determine, based upon a review of the readily available
facts (as opposed to a full trial-type inquiry), that there is reason to
believe that the recipient ultimately will be found entitled to
indemnification.
Page 18
As used in this `Section 4, a "Disinterested Trustee" is one (x) who is
not an Interested Person of the Trust (including anyone, as such
Disinterested Trustee, who has been exempted from being an Interested
Person by any rule, regulation or order of the Commission), and (y)
against whom none of such actions, suits or other proceedings or another
action, suit or other proceeding on the same or similar grounds is then
or has been pending.
As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings
(civil, criminal, administrative or other, including appeals), actual or
threatened; and the words "liability" and "expenses" shall include
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
Section 5. Shareholders. No personal liability for any debt or
obligation of the Trust shall attach to any Shareholder or former
Shareholder of the Trust. In case any Shareholder or former Shareholder
of the Trust shall be held to be personally liable solely by reason of
his being or having been a 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 Trust to be held harmless from and indemnified against all
loss and expense arising from such liability; provided, however, there
shall be no liability or obligation of the Trust arising hereunder to
reimburse any Shareholder for taxes paid by reason of such Shareholder's
ownership of any Share or for losses suffered by reason of any changes
in value of any Trust assets. The Trust shall, upon request by the
Shareholder or former Shareholder, assume the defense of any claim made
against the Shareholder for any act or obligation of the Trust and
satisfy any judgment thereon.
Article XIII
Miscellaneous
Section 1. Termination of Trust. Unless terminated as provided
herein, the Trust shall continue without limitation of time. The Trust
or any series of the Trust may be terminated at any time by the Trustees
by written notice to the Shareholders of the Trust, or such Series as
the case may be, without a vote of the Shareholders of the Trust, or of
such series, or the Trust or any series of the Trust may be terminated
by the affirmative vote of the Shareholders in accordance with Section 1
of Article IX hereof.
Upon termination of the Trust or any series thereof, after paying or
otherwise providing for all charges, taxes, expenses and liabilities,
whether due or accrued or anticipated, as may be determined by the
Trustees, the Trust shall, in accordance with such procedures as the
Trustees consider appropriate, reduce the remaining assets of the Trust
or of the particular series thereof to distributable form in cash or
other securities, or any combination thereof, and distribute the
proceeds to the holders of the Shares of the Trust or such series in the
manner set forth by resolution of the Trustees.
Page 19
Section 2. Filing of Copies, References, Headings. The original or a
copy of this instrument and of each amendment hereto shall be kept in
the office of the Trust where it may be inspected by any Shareholder. A
copy of this instrument and of each amendment shall be filed by the
Trustees with the Secretary of State of the Commonwealth of
Massachusetts, as well as any other governmental office where such
filing may from time to time be required, provided, however, that the
failure to so file will not invalidate this instrument or any properly
authorized amendment hereto. Anyone dealing with the Trust may rely on
a certificate by an officer or Trustee of the Trust as to whether or not
any such amendments have been made and as to any matters in connection
with the Trust hereunder, and with the same effect as if it were the
original, may rely on a copy certified by an officer or Trustee of the
Trust to be a copy of this instrument or of any such amendments. In
this instrument or in any such amendment, references to this instrument,
and all expressions like "herein," "hereof" and "hereunder," shall be
deemed to refer to this instrument as a whole and as amended or affected
by any such amendment, and masculine pronouns shall be deemed to include
the feminine and the neuter, as the context shall require. 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.
Section 3. Trustees May Resolve Ambiguities. The Trustees may
construe any of the provisions of this Declaration insofar as the same
may appear to be ambiguous or inconsistent with any other provisions
hereof, and any such construction hereof by the Trustees in good faith
shall be conclusive as to the meaning to be given to such provisions.
Section 4. Amendments. Except as otherwise specifically provided in
this Declaration of Trust, this Declaration of Trust may be amended at
any time by an instrument in writing signed by a majority of the then
Trustees with the consent of Shareholders holding more than fifty
percent (50%) of Shares entitled to vote except that an amendment which
in the determination of the Trustees shall affect the holders of one or
more series or classes of Shares but not the holders of all outstanding
series or classes shall be authorized by vote of the Shareholders
holding a majority of the Shares entitled to vote of each series and
class affected and no vote of Shareholders of a series or class not
affected shall be required. In addition, notwithstanding any other
provision to the contrary contained in this Declaration of Trust, the
Trustees may amend this Declaration of Trust without the vote or consent
of Shareholders (i) at any time if the Trustees deem it necessary in
order for the Trust or any series or class thereby to meet the
requirements of applicable Federal or State laws or regulations, or the
requirements of the regulated investment company provisions of the
Internal Revenue Code, (ii) to designate series or classes or exercise
other powers with respect thereto in accordance with Section 1 and 2 or
Article IV hereof, (iii) change the name of the Trust or to supply any
omission, cure any ambiguity or cure, correct or supplement any
defective or inconsistent provision contained herein, or (iv) for any
reason at any time before a registration statement under the Securities
Act of 1933, as amended, covering the initial public offering of Shares
has become effective.
Page 20
In Witness Whereof, the undersigned, being the initial Trustee of the
Trust, has executed this instrument as of the date first written above.
______________________________________
James A. Bowen
1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
State of Illinois )
) SS.
County of DuPage )
Then personally appeared the above-named person(s) who is known to me to
be Trustee(s) of the Trust whose name(s) and signature(s) are affixed to
the foregoing Declaration of Trust and who acknowledged the same to be
his/her free act and deed, before me this ____ day of _____________, 2000.
______________________________________
Notary Public
My Commission Expires:________________
Page 21
