Exhibit (a) under Form N-1A
Exhibit 3(i) under Item 601/Reg SK
AGREEMENT AND DECLARATION OF TRUST
of
STRATEVEST FUNDS
a Delaware Business Trust
ARTICLE I. Name and Definitions 1
Section 1. NAME 1
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Section 2. REGISTERED AGENT AND REGISTERED OFFICE; PRINCIPAL PLACE OF
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BUSINESS 1
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(a) REGISTERED AGENT AND REGISTERED OFFICE 1
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(b) PRINCIPAL PLACE OF BUSINESS 2
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Section 3. DEFINITIONS 2
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(a) "1940 ACT" 2
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(b) "AFFILIATE" 2
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(c) "BOARD OF TRUSTEES" 2
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(d) "BY-LAWS" 2
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(e) "CERTIFICATE OF TRUST" 2
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(f) "CODE" 2
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(g) "COMMISSION" 2
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(h) "DBTA" 2
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(i) "DECLARATION OF TRUST" 2
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(j) "GENERAL LIABILITIES" 2
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(k) "INTERESTED PERSON" 2
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(l) "INVESTMENT ADVISER" or "ADVISER" 2
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(m) "PERSON" 2
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(n) "PRINCIPAL UNDERWRITER" 3
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(o) "SERIES" 3
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(p) "SHARES" 3
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(q) "SHAREHOLDER" 3
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(r) "TRUST" 3
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(s) "TRUST PROPERTY" 3
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(t) "TRUSTEE" or "TRUSTEES" 3
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ARTICLE II. Purpose of Trust 3
ARTICLE III. Shares 6
Section 1. DIVISION OF BENEFICIAL INTEREST 7
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Section 2. OWNERSHIP OF SHARES 8
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Section 3. INVESTMENTS IN THE TRUST 8
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Section 4. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY 8
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Section 5. POWER OF BOARD OF TRUSTEES TO CHANGE PROVISIONS RELATING TO
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SHARES 9
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Section 6. ESTABLISHMENT AND DESIGNATION OF SERIES 9
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(a) ASSETS HELD WITH RESPECT TO A PARTICULAR SERIES 9
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(b) LIABILITIES HELD WITH RESPECT TO A PARTICULAR SERIES 10
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(c) DIVIDENDS, DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES 11
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(d) VOTING 11
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(e) EQUALITY 11
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(f) FRACTIONS 11
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(g) EXCHANGE PRIVILEGE 11
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(h) COMBINATION OF SERIES OR CLASS 11
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(i) ELIMINATION OF SERIES OR CLASS 12
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ARTICLE IV. The Board of Trustees 12
Section 1. NUMBER, ELECTION AND TENURE 12
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Section 2. EFFECT OF DEATH, RESIGNATION, REMOVAL, ETC. OF A TRUSTEE 12
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Section 3. POWERS 13
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Section 4. PAYMENT OF FEES AND EXPENSES BY THE TRUST 14
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Section 5. PAYMENT OF FEES AND EXPENSES BY SHAREHOLDERS 14
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Section 6. OWNERSHIP OF TRUST PROPERTY 14
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Section 7. SERVICE CONTRACTS 15
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Section 8. COMPENSATION 16
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ARTICLE V. Shareholders' Voting Powers and Meetings 16
Section 1. VOTING POWERS 17
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Section 2. MEETINGS 17
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Section 3. QUORUM AND REQUIRED VOTE 17
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Section 4. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING 17
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Section 5. RECORD DATES 18
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Section 6. ADDITIONAL PROVISIONS 18
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ARTICLE VI. Net Asset Value, Distributions and Redemptions 18
Section 1. DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS18
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Section 2. REDEMPTIONS AT THE OPTION OF A SHAREHOLDER 19
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Section 3. REDEMPTIONS AT THE OPTION OF THE TRUST 20
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ARTICLE VII. Limitation of Liability; Indemnification 20
Section 1. TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE 20
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Section 2. OFFICERS AND TRUSTEES' GOOD FAITH ACTION, EXPERT ADVICE, NO
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BOND OR SURETY 21
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Section 3. INDEMNIFICATION OF SHAREHOLDERS 21
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Section 4. INDEMNIFICATION OF TRUSTEES, OFFICERS, ETC. 21
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Section 5. COMPROMISE PAYMENT 22
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Section 6. INDEMNIFICATION NOT EXCLUSIVE, ETC. 23
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Section 7. INSURANCE 23
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Section 8. LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES 23
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ARTICLE VIII. Miscellaneous 23
Section 1. DISSOLUTION AND LIQUIDATION OF TRUST, SERIES, OR CLASS 23
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Section 2. MERGER AND CONSOLIDATION; CONVERSION 24
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(a) MERGER AND CONSOLIDATION. 24
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(b) CONVERSION 24
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Section 3. REORGANIZATION 25
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Section 4. AMENDMENTS 25
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Section 5. FILING OF COPIES, REFERENCES, HEADINGS 25
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Section 6. APPLICABLE LAW 26
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Section 7. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS 26
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Section 8. BUSINESS TRUST ONLY 26
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Section 9. USE OF THE NAME "STRATEVEST" 26
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AGREEMENT AND DECLARATION OF TRUST
OF
STRATEVEST FUNDS
AGREEMENT AND DECLARATION OF TRUST made as of this 7th day of July, 2000,
by the Trustees hereunder, and by the holders of shares of beneficial interest
to be issued hereunder as hereinafter provided. This Agreement and Declaration
of Trust shall be effective upon the filing of the Certificate of Trust in the
office of the Secretary of State of the State of Delaware.
W I T N E S S E T H:
WHEREAS this Trust has been formed to carry on the business of an
investment company; and
WHEREAS this Trust is authorized to issue its shares of beneficial
interest in separate Series, and to issue classes of Shares of any Series or
divide Shares of any Series into two or more classes, all in accordance with the
provisions hereinafter set forth; and
WHEREAS the Trustees have agreed to manage all property coming into their
hands as trustees of a Delaware business trust in accordance with the provisions
of the Delaware Business Trust Act (12 DEL. C. ss.3801, ET SEQ.), as from time
to time amended and including any successor statute of similar import (the
"DBTA"), and 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 benefit of the holders from time to time
of shares of beneficial interest in this Trust and the Series created hereunder
as hereinafter set forth.
ARTICLE I.
Name and Definitions
Section 1. NAME. This Trust shall be known as "Stratevest Funds" 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. REGISTERED AGENT AND REGISTERED OFFICE; PRINCIPAL PLACE OF
BUSINESS.
(a) REGISTERED AGENT AND REGISTERED OFFICE. The name of the registered
agent of the Trust and the address of the registered office of the Trust are as
set forth on the Certificate of Trust.
(b) PRINCIPAL PLACE OF BUSINESS. The principal place of business of the
Trust is 5800 Corporate Drive, Pittsburgh, Pennsylvania, 15237-7010 or such
other location within or outside of the State of Delaware as the Board of
Trustees may determine from time to time.
Section 3. DEFINITIONS. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a) "1940 ACT" shall mean the Investment Company Act of 1940 and the rules
and regulations thereunder, all as adopted or amended from time to time;
(b) "AFFILIATE" shall have the meaning given to it in Section 2(a)(3) of
the 1940 Act when used with reference to a specified Person;
(c) "BOARD OF TRUSTEES" shall mean the governing body of the Trust, which
is comprised of the Trustees of the Trust;
(d) "BY-LAWS" shall mean the By-Laws of the Trust, as amended from time to
time in accordance with Article IX of the By-Laws, and incorporated herein by
reference;
(e) "CERTIFICATE OF TRUST" shall mean the certificate of trust filed with
the Office of the Secretary of State of the State of Delaware as required under
the DBTA to form the Trust;
(f) "CODE" shall mean the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder;
(g) "COMMISSION" shall have the meaning given it in Section 2(a)(7) of the
1940 Act;
(h) "DBTA" shall mean the Delaware Business Trust Act (12 DEL. C.ss.3801,
ET SEQ.), as amended from time to time;
(i) "DECLARATION OF TRUST" shall mean this Agreement and Declaration of
Trust, as amended or restated from time to time;
(j) "GENERAL LIABILITIES" shall have the meaning given it in Article III,
Section 6(b) of this Declaration Trust;
(k) "INTERESTED PERSON" shall have the meaning given it in Section 2(a)(19)
of the 1940 Act;
(l) "INVESTMENT ADVISER" or "ADVISER" shall mean a party furnishing
services to the Trust pursuant to any contract described in Article IV, Section
7(a) hereof;
(m) "PERSON" shall include a natural person, partnership, limited
partnership, trust, estate, association, corporation, custodian, nominee or any
other individual or entity in its own or any representative capacity;
(n) "PRINCIPAL UNDERWRITER" shall have the meaning given to it in Section
2(a)(29) of the 1940 Act;
(o) "SERIES" shall refer to each Series of Shares established and
designated under or in accordance with the provisions of Article III and shall
mean an entity such as that described in Section 18(f)(2) of the 1940 Act, and
subject to Rule 18f-2 thereunder;
(p) "SHARES" shall mean the outstanding shares of beneficial interest into
which the beneficial interest in the Trust shall be divided from time to time,
and shall include fractional and whole shares;
(q) "SHAREHOLDER" shall mean a record owner of Shares;
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(r) "TRUST" shall refer to the Delaware business trust established by this
Declaration of Trust, as amended from time to time;
(s) "TRUST PROPERTY" shall mean any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or one or more of any Series, including, without limitation, the rights
referenced in Article VIII, Section 2 hereof; and
(t) "TRUSTEE" or "TRUSTEES" shall refer to each signatory to this
Declaration of Trust as a trustee, so long as such signatory continues in office
in accordance with the terms hereof, and all other Persons who may, from time to
time, be duly elected or appointed, qualified and serving on the Board of
Trustees in accordance with the provisions hereof. Reference herein to a Trustee
or the Trustees shall refer to such Person or Persons in their capacity as
trustees hereunder.
ARTICLE II.
Purpose of Trust
The purpose of the Trust is to conduct, operate and carry on the business
of a registered management investment company registered under the 1940 Act
through one or more Series investing primarily in securities and, in addition to
any authority given by law, to exercise all of the powers and to do any and all
of the things as fully and to the same extent as any private corporation
organized for profit under the general corporation law of the State of Delaware,
now or hereafter in force, including, without limitation, the following powers:
(a) To invest and reinvest cash, to hold cash uninvested, and to subscribe
for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge,
sell, assign, mortgage, transfer, exchange, distribute, write options on, lend
or otherwise deal in or dispose of contracts for the future acquisition or
delivery of fixed income or other securities, and securities or property of
every nature and kind, including, without limitation, all types of bonds,
debentures, stocks, preferred stocks, negotiable or non-negotiable instruments,
obligations, evidences of indebtedness, certificates of deposit or indebtedness,
commercial paper, repurchase agreements, bankers' acceptances, and other
securities of any kind, issued, created, guaranteed, or sponsored by any and all
Persons, including, without limitation, states, territories, and possessions of
the United States and the District of Columbia and any political subdivision,
agency, or instrumentality thereof, any foreign government or any political
subdivision of the U.S. Government or any foreign government, or any
international instrumentality, or by any bank or savings institution, or by any
corporation or organization organized under the laws of the United States or of
any state, territory, or possession thereof, or by any corporation or
organization organized under any foreign law, or in "when issued" contracts for
any such securities, and to change the investments of the assets of the Trust;
(b) To exercise any and all rights, powers and privileges with reference
to or incident to ownership or interest, use and enjoyment of any of such
securities and other instruments or property of every kind and description,
including, but without limitation, the right, power and privilege to own, vote,
hold, purchase, sell, negotiate, assign, exchange, lend, transfer, mortgage,
hypothecate, lease, pledge or write options with respect to or otherwise deal
with, dispose of, use, exercise or enjoy any rights, title, interest, powers or
privileges under or with reference to any of such securities and other
instruments or property, the right to consent and otherwise act with respect
thereto, with power to designate one or more Persons, to exercise any of said
rights, powers, and privileges in respect of any of said instruments, and to do
any and all acts and things for the preservation, protection, improvement and
enhancement in value of any of such securities and other instruments or
property;
(c) To sell, exchange, lend, pledge, mortgage, hypothecate, lease or write
options with respect to or otherwise deal in any property rights relating to any
or all of the assets of the Trust or any Series, subject to any requirements of
the 1940 Act;
(d) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;
(e) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;
(f) To hold any security or property in a form not indicating that it is
trust property, whether in bearer, unregistered or other negotiable form, or in
its own name or in the name of a custodian or subcustodian or a nominee or
nominees or otherwise or to authorize the custodian or a subcustodian or a
nominee or nominees to deposit the same in a securities depository;
(g) To consent to, or participate in, any plan for the reorganization,
consolidation or merger of any corporation or issuer of any security which is
held in the Trust; to consent to any contract, lease, mortgage, purchase or sale
of property by such corporation or issuer; and to pay calls or subscriptions
with respect to any security held in the Trust;
(h) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay, such portion of the expenses and
compensation of such committee, depositary or trustee as the Trustees shall deem
proper;
(i) To compromise, arbitrate or otherwise adjust claims in favor of or
against the Trust or any matter in controversy, including but not limited to
claims for taxes;
(j) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;
(k) To endorse or guarantee the payment of any notes or other obligations
of any Person; to make contracts of guaranty or suretyship, or otherwise assume
liability for payment thereof;
(l) To purchase and pay for entirely out of Trust Property such insurance
as the Trustees may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust or payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, Investment Advisers, Principal Underwriters, or
independent contractors of the Trust, individually against all claims and
liabilities of every nature arising by reason of holding Shares, holding, being
or having held any such office or position, or by reason of any action alleged
to have been taken or omitted by any such Person as Trustee, officer, employee,
agent, Investment Adviser, Principal Underwriter, or independent contractor, to
the fullest extent permitted by this Declaration of Trust, the Bylaws and by
applicable law;
(m) To adopt, establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and annuity contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and agents of the
Trust;
(n) To purchase or otherwise acquire, own, hold, sell, negotiate,
exchange, assign, transfer, mortgage, pledge or otherwise deal with, dispose of,
use, exercise or enjoy, property of all kinds;
(o) To buy, sell, mortgage, encumber, hold, own, exchange, rent or
otherwise acquire and dispose of, and to develop, improve, manage, subdivide,
and generally to deal and trade in real property, improved and unimproved, and
wheresoever situated; and to build, erect, construct, alter and maintain
buildings, structures, and other improvements on real property;
(p) To borrow or raise moneys for any of the purposes of the Trust, and to
mortgage or pledge the whole or any part of the property and franchises of the
Trust, real, personal, and mixed, tangible or intangible, and wheresoever
situated;
(q) To enter into, make and perform contracts and undertakings of every
kind for any lawful purpose, without limit as to amount; and
(r) To issue, purchase, sell and transfer, reacquire, hold, trade and deal
in Shares, bonds, debentures and other securities, instruments or other property
of the Trust, from time to time, to such extent as the Board of Trustees shall,
consistent with the provisions of this Declaration of Trust, determine; and to
repurchase, re-acquire and redeem, from time to time, its Shares or, if any, its
bonds, debentures and other securities.
The Trust shall not be limited to investing in obligations maturing before
the possible dissolution of the Trust or one or more of its Series. The Trust
shall not in any way be bound or limited by any present or future law or custom
in regard to investment by fiduciaries. Neither the Trust nor the Trustees shall
be required to obtain any court order to deal with any assets of the Trust or
take any other action hereunder.
The foregoing clauses shall each be construed as purposes, objects and
powers, and it is hereby expressly provided that the foregoing enumeration of
specific purposes, objects and powers shall not be held to limit or restrict in
any manner the powers of the Trust, and that they are in furtherance of, and in
addition to, and not in limitation of, the general powers conferred upon the
Trust by the DBTA and the other laws of the State of Delaware or otherwise; nor
shall the enumeration of one thing be deemed to exclude another, although it be
of like nature, not expressed.
ARTICLE III.
Shares
Section 1. DIVISION OF BENEFICIAL INTEREST. The beneficial interest in the
Trust shall at all times be divided into Shares, all without par value. The
number of Shares authorized hereunder is unlimited. The Board of Trustees may
authorize the division of Shares into separate and distinct Series and the
division of any Series into separate classes of Shares. The different Series and
classes shall be established and designated, and the variations in the relative
rights and preferences as between the different Series and classes shall be
fixed and determined by the Board of Trustees without the requirement of
Shareholder approval. If no separate Series or classes shall be established, the
Shares shall have the rights and preferences provided for herein and in Article
III, Section 6 hereof to the extent relevant and not otherwise provided for
herein, and all references to Series and classes shall be construed (as the
context may require) to refer to the Trust. The fact that a Series shall have
initially been established and designated without any specific establishment or
designation of classes (i.e., that all Shares of such Series are initially of a
single class) shall not limit the authority of the Board of Trustees to
establish and designate separate classes of said Series. The fact that a Series
shall have more than one established and designated class, shall not limit the
authority of the Board of Trustees to establish and designate additional classes
of said Series, or to establish and designate separate classes of the previously
established and designated classes.
The Board of Trustees shall have the power to issue Shares of the Trust,
or any Series or class thereof, from time to time for such consideration (but
not less than the net asset value thereof) and in such form as may be fixed from
time to time pursuant to the direction of the Board of Trustees.
The Board of Trustees may hold as treasury shares, reissue for such
consideration and on such terms as they may determine, or cancel, at their
discretion from time to time, any Shares of any Series reacquired by the Trust.
The Board of Trustees may classify or reclassify any unissued Shares or any
Shares previously issued and reacquired of any Series or class into one or more
Series or classes that may be established and designated from time to time.
Notwithstanding the foregoing, the Trust and any Series thereof may acquire,
hold, sell and otherwise deal in, for purposes of investment or otherwise, the
Shares of any other Series of the Trust or Shares of the Trust, and such Shares
shall not be deemed treasury shares or canceled.
Subject to the provisions of Section 6 of this Article III, each Share
shall have voting rights as provided in Article V hereof, and the Shareholders
of any Series shall be entitled to receive dividends and distributions, when, if
and as declared with respect thereto in the manner provided in Article IV,
Section 3 hereof. No Share shall have any priority or preference over any other
Share of the same Series or class with respect to dividends or distributions
paid in the ordinary course of business or distributions upon dissolution of the
Trust or of such Series or class made pursuant to Article VIII, Section 1
hereof. All dividends and distributions shall be made ratably among all
Shareholders of a particular class or Series from the Trust Property held with
respect to such Series according to the number of Shares of such class of such
Series held of record by such Shareholders on the record date for any dividend
or distribution. Shareholders shall have no preemptive or other right to
subscribe to new or additional Shares or other securities issued by the Trust or
any Series. The Trustees may from time to time divide or combine the Shares of
any particular Series into a greater or lesser number of Shares of that Series.
Such division or combination may not materially change the proportionate
beneficial interests of the Shares of that Series in the Trust Property held
with respect to that Series or materially affect the rights of Shares of any
other Series.
Any Trustee, officer or other agent of the Trust, and any organization in
which any such Person is interested, may acquire, own, hold and dispose of
Shares of the Trust to the same extent as if such Person were not a Trustee,
officer or other agent of the Trust; and the Trust may issue and sell or cause
to be issued and sold and may purchase Shares from any such Person or any such
organization subject only to the general limitations, restrictions or other
provisions applicable to the sale or purchase of such Shares generally.
Section 2. OWNERSHIP OF SHARES. The ownership of Shares shall be recorded
on the books of the Trust kept by the Trust or by a transfer or similar agent
for the Trust, which books shall be maintained separately for the Shares of each
Series and class thereof that has been established and designated. No
certificates certifying the ownership of Shares shall be issued except as the
Board of Trustees may otherwise determine from time to time. The Board of
Trustees may make such rules not inconsistent with the provisions of the 1940
Act as it considers appropriate for the issuance of Share certificates, the
transfer of Shares of each Series or class and similar matters. The record books
of the Trust as kept by the Trust or any transfer or similar agent, as the case
may be, shall be conclusive as to who are the Shareholders of each Series or
class thereof and as to the number of Shares of each Series or class thereof
held from time to time by each such Shareholder.
Section 3. INVESTMENTS IN THE TRUST. Investments may be accepted by the
Trust from such Persons, at such times, on such terms, and for such
consideration as the Board of Trustees may, from time to time, authorize. Each
investment shall be credited to the individual Shareholder's account in the form
of full and fractional Shares of the Trust, in such Series or class as the
purchaser may select, at the net asset value per Share next determined for such
Series or class after receipt of the investment; PROVIDED, HOWEVER, that the
Principal Underwriter may, in its sole discretion, impose a sales charge upon
investments in the Trust.
Section 4. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY. Shares
shall be deemed to be personal property giving to Shareholders only the rights
provided in this Declaration of Trust and under applicable law. Every
Shareholder by virtue of having become a Shareholder shall be held to have
expressly assented and agreed to the terms hereof and to have become a party
hereto. The death of a Shareholder during the existence of the Trust shall not
operate to dissolve the Trust or any Series, 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 or any Series, but entitles such
representative only to the rights of said deceased Shareholder 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 as partners. Neither the Trust
nor the Trustees, nor any officer, employee or agent of the Trust, shall have
any power to bind personally any Shareholder, nor, except as specifically
provided herein, to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder may at any
time personally agree to pay. All Shares when issued on the terms determined by
the Board of Trustees, shall be fully paid and nonassessable. As provided in the
DBTA, Shareholders of the Trust shall be entitled to the same limitation of
personal liability extended to stockholders of a private corporation organized
for profit under the general corporation law of the State of Delaware.
Section 5. POWER OF BOARD OF TRUSTEES TO CHANGE PROVISIONS RELATING TO
Shares. Notwithstanding any other provisions of this Declaration of Trust and
without limiting the power of the Board of Trustees to amend this Declaration of
Trust or the Certificate of Trust as provided elsewhere herein, the Board of
Trustees shall have the power to amend this Declaration of Trust, or the
Certificate of Trust, at any time and from time to time, in such manner as the
Board of Trustees may determine in its sole discretion, without the need for
Shareholder action, so as to add to, delete, replace or otherwise modify any
provisions relating to the Shares contained in this Declaration of Trust,
provided that Shareholder approval is not otherwise required by the 1940 Act or
other applicable law.
The Board of Trustees shall have the power, in its discretion, to make
such elections as to the tax status of the Trust as may be permitted or required
under the Code as presently in effect or as amended, without the vote of any
Shareholder.
Section 6. ESTABLISHMENT AND DESIGNATION OF SERIES. The establishment and
designation of any Series or class of Shares shall be effective upon the
resolution by a majority of the then Board of Trustees, adopting a resolution
which sets forth such establishment and designation and the relative rights and
preferences of such Series or class. Each such resolution shall be incorporated
herein by reference upon adoption.
Each Series shall be separate and distinct from any other Series and shall
maintain separate and distinct records on the books of the Trust, and the assets
and liabilities belonging to any such Series shall be held and accounted for
separately from the assets and liabilities of the Trust or any other Series.
Shares of each Series or class established pursuant to this Section 6,
unless otherwise provided in the resolution establishing such Series, shall have
the following relative rights and preferences:
(a) ASSETS HELD WITH RESPECT TO A PARTICULAR SERIES. All consideration
received by the Trust for the issue or sale of Shares of a particular Series,
together with all assets in which such consideration is invested or reinvested,
all income, earnings, profits, and proceeds thereof from whatever source
derived, including, without limitation, any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be, shall
irrevocably be held with respect to that Series for all purposes, subject only
to the rights of creditors with respect to that Series, and shall be so recorded
upon the books of account of the Trust. Such consideration, assets, income,
earnings, profits and proceeds thereof, from whatever source derived, including,
without limitation, any proceeds derived from the sale, exchange or liquidation
of such assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred to as "assets
held with respect to" that Series. In the event that there are any assets,
income, earnings, profits and proceeds thereof, funds or payments which are not
readily identifiable as assets held with respect to any particular Series
(collectively "General Assets"), the Board of Trustees shall allocate such
General Assets to, between or among any one or more of the Series in such manner
and on such basis as the Board of Trustees, in its sole discretion, deems fair
and equitable, and any General Asset so allocated to a particular Series shall
be held with respect to that Series. Each such allocation by the Board of
Trustees shall be conclusive and binding upon the Shareholders of all Series for
all purposes.
(b) LIABILITIES HELD WITH RESPECT TO A PARTICULAR SERIES. The assets of
the Trust held with respect to each particular Series shall be charged against
the liabilities of the Trust held with respect to that Series and all expenses,
costs, charges and reserves attributable to that Series, and any liabilities,
expenses, costs, charges and reserves of the Trust which are not readily
identifiable as being held with respect to any particular Series (collectively
"General Liabilities") shall be allocated and charged by the Board of Trustees
to and among any one or more of the Series in such manner and on such basis as
the Board of Trustees, in its sole discretion, deems fair and equitable. The
liabilities, expenses, costs, charges, and reserves so charged to a Series are
herein referred to as "liabilities held with respect to" that Series. Each
allocation of liabilities, expenses, costs, charges and reserves by the Board of
Trustees shall be conclusive and binding upon the Shareholders of all Series for
all purposes. All Persons who have extended credit which has been allocated to a
particular Series, or who have a claim or contract which has been allocated to
any particular Series, shall look, and shall be required by contract to look
exclusively, to the assets of that particular Series for payment of such credit,
claim, or contract. In the absence of an express contractual agreement so
limiting the claims of such creditors, claimants and contract providers, each
creditor, claimant and contract provider will be deemed nevertheless to have
impliedly agreed to such limitation unless an express provision to the contrary
has been incorporated in the written contract or other document establishing the
claimant relationship.
Subject to the right of the Board of Trustees in its discretion to
allocate General Liabilities as provided herein, the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to a particular Series, whether such Series is now authorized and
existing pursuant to this Declaration of Trust or is hereafter authorized and
existing pursuant to this Declaration of Trust, shall be enforceable against the
assets held with respect to that Series only, and not against the assets of any
other Series or the Trust generally and none of the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with
respect to the Trust generally or any other Series thereof shall be enforceable
against the assets held with respect to such Series. Notice of this limitation
on liabilities between and among Series shall be set forth in the Certificate of
Trust 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
DBTA, and upon the giving of such notice in the Certificate of Trust, the
statutory provisions of Section 3804 of the DBTA relating to limitations on
liabilities between and among Series (and the statutory effect under Section
3804 of setting forth such notice in the Certificate of Trust) shall become
applicable to the Trust and each Series.
(c) DIVIDENDS, DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES. Notwithstanding
any other provisions of this Declaration of Trust, including, without
limitation, Article VI, no dividend or distribution including, without
limitation, any distribution paid upon dissolution of the Trust or of any Series
or class 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 held
with respect to such Series or class, nor, except as specifically provided in
Section 4 of Article VII or Section 5 of Article IV, shall any Shareholder of
any particular Series or class otherwise have any right or claim against the
assets held with respect to any other Series or class or the Trust generally
except to the extent that such Shareholder has such a right or claim hereunder
as a Shareholder of such other Series or class. The Board of Trustees shall have
full discretion, to the extent not inconsistent with the 1940 Act, to determine
which items shall be treated as income and which items as capital; and each such
determination and allocation shall be conclusive and binding upon the
Shareholders.
(d) VOTING. All Shares of the Trust entitled to vote on a matter shall
vote on the matter in the aggregate without differentiation between the separate
Series or classes. Notwithstanding the foregoing, (i) if any matter affects only
the interests of some but not all Series or classes, then only the Shareholders
of such affected Series or classes shall be entitled to vote on the matter; and
(ii) with respect to matters which would otherwise be voted on by two or more
Series or classes as a single class, the Trustees may, in their sole discretion,
submit such matters to the Shareholders of any or all such Series or classes,
separately.
(e) EQUALITY. All Shares of each particular Series shall represent an
equal proportionate undivided beneficial interest in the assets held with
respect to that Series (subject to the liabilities held with respect to that
Series and such rights and preferences as may have been established and
designated with respect to classes of Shares within such Series), and each Share
of any particular Series shall be equal to each other Share of that Series
(subject to the rights and preferences with respect to separate classes of such
Series).
(f) FRACTIONS. Any fractional Share of a Series shall carry
proportionately all the rights and obligations of a whole Share of that Series,
including rights with respect to voting, receipt of dividends and distributions,
redemption of Shares and dissolution of the Trust or that Series.
(g) EXCHANGE PRIVILEGE. The Board of Trustees shall have the authority to
provide that the holders of Shares of any Series or class shall have the right
to exchange said Shares for Shares of one or more other Series or classes in
accordance with such requirements and procedures as may be established by the
Board of Trustees, and in accordance with the 1940 Act and the rules and
regulations thereunder.
(h) COMBINATION OF SERIES OR CLASS. The Board of Trustees shall have the
authority, without the approval of the Shareholders of any Series or class,
unless otherwise required by applicable law, to combine the assets and
liabilities held with respect to any two or more Series or two or more classes
into assets and liabilities held with respect to a single Series or class,
respectively.
(i) ELIMINATION OF SERIES OR CLASS. At any time that there are no Shares
outstanding of any particular Series or class previously established and
designated, the Board of Trustees may by resolution of a majority of the then
Board of Trustees abolish that Series or class and rescind the establishment and
designation thereof. ARTICLE IV.
The Board of Trustees
Section 1. NUMBER, ELECTION AND TENURE. The number of Trustees
constituting the Board of Trustees may be fixed from time to time by a written
instrument signed, or by resolution approved at a duly constituted meeting, by a
majority of the Board of Trustees, provided, however, that the number of
Trustees shall in no event be less than one (1) nor more than twenty (20). The
Board of Trustees, by action of a majority of the then Trustees at a duly
constituted meeting, may fill vacancies in the Board of Trustees. The Board of
Trustees, by action of a two-thirds of the then Trustees at a duly constituted
meeting, may remove any trustee with or without cause The Shareholders may elect
Trustees, including filling any vacancies in the Board of Trustees, at any
meeting of Shareholders called by the Board of Trustees for that purpose. A
meeting of Shareholders for the purpose of electing one or more Trustees may be
called by the Board of Trustees or, to the extent provided by the 1940 Act and
the rules and regulations thereunder, by the Shareholders. Shareholders shall
have the power to remove a Trustee only to the extent provided by the 1940 Act
and the rules and regulations thereunder.
Each Trustee shall serve during the continued lifetime of the Trust until
he or she dies, resigns, is declared bankrupt or incompetent by a court of
appropriate jurisdiction, or is removed, or, if sooner than any of such events,
until the next meeting of Shareholders called for the purpose of electing
Trustees and until the election and qualification of his or her successor. Any
Trustee may resign at any time by written instrument signed by him or her and
delivered to any officer of the Trust or to a meeting of the Board of Trustees.
Such resignation shall be effective upon receipt unless specified to be
effective at some later time. Except to the extent expressly provided in a
written agreement with the Trust, no Trustee resigning and no Trustee removed
shall have any right to any compensation for any period following any such event
or any right to damages on account of such events or any actions taken in
connection therewith following his or her resignation or removal.
Section 2. EFFECT OF DEATH, RESIGNATION, REMOVAL, ETC. OF A TRUSTEE. The
death, declination, resignation, retirement, removal, declaration as bankrupt or
incapacity of one or more Trustees, or of all of them, shall not operate to
dissolve the Trust or any Series or to revoke any existing agency created
pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the
Board of Trustees shall occur, until such vacancy is filled as provided in this
Article IV, Section 1, the Trustee(s) in office, regardless of the number, shall
have all the powers granted to the Board of Trustees and shall discharge all the
duties imposed upon the Board of Trustees by this Declaration of Trust. In the
event of the death, declination, resignation, retirement, removal, declaration
as bankrupt or incapacity of all of the then Trustees, the Trust's Investment
Adviser(s) is (are) empowered to appoint new Trustees subject to the provisions
of Section 16(a) of the 1940 Act.
Section 3. POWERS. Subject to the provisions of this Declaration of Trust,
the business of the Trust shall be managed by the Board of Trustees, and such
Board of Trustees shall have all powers necessary or convenient to carry out
that responsibility, including, without limitation, the power to engage in
securities or other transactions of all kinds on behalf of the Trust. The Board
of Trustees shall have full power and authority to do any and all acts and to
make and execute any and all contracts and instruments that it may consider
necessary or appropriate in connection with the administration of the Trust. The
Trustees shall not be bound or limited by present or future laws or customs with
regard to investment by trustees or fiduciaries, but shall have full authority
and absolute power and control over the assets of the Trust and the business of
the Trust to the same extent as if the Trustees were the sole owners of the
assets of the Trust and the business in their own right, including such
authority, power and control to do all acts and things as they, in their sole
discretion, shall deem proper to accomplish the purposes of this Trust. Without
limiting the foregoing, the Trustees may: (1) adopt, amend and repeal By-Laws
not inconsistent with this Declaration of Trust providing for the regulation and
management of the affairs of the Trust; (2) fill vacancies in or remove from
their number in accordance with this Declaration of Trust or the By-Laws, and
may elect and remove such officers and appoint and terminate such agents as they
consider appropriate; (3) to delegate such authority as they consider desirable
to a committee or committees comprised of Trustees or any officers or agents of
the Trust including, without limitation, an Executive Committee; (4) employ one
or more custodians of the Trust Property and may authorize such custodians to
employ subcustodians and to deposit all or any part of such Trust Property in a
system or systems for the central handling of securities or with a Federal
Reserve Bank; (5) retain a transfer agent, dividend disbursing agent, a
shareholder servicing agent or administrative services agent, fund accountant,
or all of them; (6) provide for the issuance and distribution of Shares by the
Trust directly or through one or more Principal Underwriters or otherwise; (7)
retain one or more Investment Adviser(s); (8) redeem, repurchase and transfer
Shares pursuant to applicable law; (9) set record dates for the determination of
Shareholders with respect to various matters, in the manner provided in Article
V, Section 5 of this Declaration of Trust; (10) declare and pay dividends and
distributions to Shareholders from the Trust Property; (11) establish from time
to time, in accordance with the provisions of Article III, Section 6 hereof, any
Series or class of Shares, each such Series to operate as a separate and
distinct investment medium and with separately defined investment objectives and
policies and distinct investment purposes; and (12) in general delegate such
authority as they consider desirable to any officer of the Trust, to any
committee of the Board of Trustees and to any agent or employee of the Trust or
to any such custodian, transfer, dividend disbursing or shareholder servicing
agent, fund accountant, legal counsel, independent auditors for the Trust,
Principal Underwriter or Investment Adviser. Any determination as to what is in
the best interests of the Trust made by the Board of Trustees in good faith
shall be conclusive.
In construing the provisions of this Declaration of Trust, the presumption
shall be in favor of a grant of power to the Trustees. Unless otherwise
specified herein or required by law, any action by the Board of Trustees shall
be deemed effective if approved or taken by a majority of the Trustees then in
office.
Any action required or permitted to be taken by the Board of Trustees, or
a committee thereof, may be taken without a meeting if a majority of the members
of the Board of Trustees, or committee thereof, as the case may be, shall
individually or collectively consent in writing to that action. Such action by
written consent shall have the same force and effect as a majority vote of the
Board of Trustees, or committee thereof, as the case may be. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board of Trustees, or committee thereof, as the case may be.
The Trustees shall devote to the affairs of the Trust such time as may be
necessary for the proper performance of their duties hereunder, but neither the
Trustees nor the officers, directors, shareholders or partners of the Trustees,
shall be expected to devote their full time to the performance of such duties.
The Trustees, or any Affiliate shareholder, officer, director, partner or
employee thereof, or any Person owning a legal or beneficial interest therein,
may engage in or possess an interest in any other business or venture of any
nature and description, independently or with or for the account of others.
Section 4. PAYMENT OF FEES AND EXPENSES BY THE TRUST. The Board of
Trustees is authorized to pay or cause to be paid out of the principal or income
of the Trust or any particular Series or class, or partly out of the principal
and partly out of the income of the Trust or any particular Series or class, and
to charge or allocate the same to, between or among such one or more of the
Series or classes that may be established or designated pursuant to Article III,
Section 6, as it deems fair, all expenses, fees, charges, taxes and liabilities
incurred by or arising in connection with the maintenance or operation of the
Trust or a particular Series or class, or in connection with the management
thereof, including, but not limited to, the Trustees' compensation and such
expenses, fees, charges, taxes and liabilities for the services of the Trust's
officers, employees, Investment Adviser, Principal Underwriter, fund accountant,
auditors, counsel, custodian, sub-custodian (if any), transfer agent, dividend
disbursing agent, shareholder servicing agent, and such other agents or
independent contractors and such other expenses, fees, charges, taxes and
liabilities as the Board of Trustees may deem necessary or proper to incur.
Section 5. PAYMENT OF FEES AND EXPENSES BY SHAREHOLDERS. The Board of
Trustees shall have the power, as frequently as it may determine, to cause each
Shareholder of the Trust, or each Shareholder of any particular Series, to pay
directly, in advance or arrears, for charges of the Trust's custodian or
transfer, dividend disbursing, fund accounting, shareholder servicing or similar
agent, an amount fixed from time to time by the Board of Trustees, by setting
off such charges due from such Shareholder from declared but unpaid dividends or
distributions owed such Shareholder and/or by reducing the number of Shares in
the account of such Shareholder by that number of full and/or fractional Shares
which represents the outstanding amount of such charges due from such
Shareholder.
Section 6. OWNERSHIP OF TRUST PROPERTY. Legal title to all of the Trust
Property shall at all times be considered to be vested in the Trust, except that
the Board of Trustees shall have the power to cause legal title to any Trust
Property to be held by or in the name of any Person as nominee, on such terms as
the Board of Trustees may determine, in accordance with applicable law.
Section 7. SERVICE CONTRACTS
(a) Subject to such requirements and restrictions as may be set forth in
the By-Laws and/or the 1940 Act, the Board of Trustees may, at any time and from
time to time, contract for exclusive or nonexclusive advisory, management and/or
administrative services for the Trust or for any Series with any corporation,
trust, association or other organization, including any Affiliate; and any such
contract may contain such other terms as the Board of Trustees may determine,
including without limitation, authority for the Investment Adviser or
administrator to determine from time to time without prior consultation with the
Board of Trustees what securities and other instruments or property shall be
purchased or otherwise acquired, owned, held, invested or reinvested in, sold,
exchanged, transferred, mortgaged, pledged, assigned, negotiated, or otherwise
dealt with or disposed of, and what portion, if any, of the Trust Property shall
be held uninvested and to make changes in the Trust's or a particular Series'
investments, or such other activities as may specifically be delegated to such
party.
(b) The Board of Trustees may also, at any time and from time to time,
contract with any corporation, trust, association or other organization,
including any Affiliate, appointing it or them as the exclusive or nonexclusive
distributor or Principal Underwriter for the Shares of the Trust or one or more
of the Series or classes thereof or for other securities to be issued by the
Trust, or appointing it or them to act as the custodian, transfer agent,
dividend disbursing agent, fund accountant, and/or shareholder servicing agent
for the Trust or one or more of the Series or classes thereof.
(c) The Board of Trustees is further empowered, at any time and from time
to time, to contract with any Persons to provide such other services to the
Trust or one or more of its Series, as the Board of Trustees determines to be in
the best interests of the Trust or one or more of its Series.
(d) The fact that:
(i) any of the Shareholders, Trustees, employees or officers of the
Trust is a shareholder, director, officer, partner, trustee,
employee, manager, Adviser, Principal Underwriter, distributor, or
Affiliate or agent of or for any corporation, trust, association, or
other organization, or for any parent or Affiliate of any
organization with which an Adviser's, management or administration
contract, or Principal Underwriter's or distributor's contract, or
custodian, transfer, dividend disbursing, fund accounting,
shareholder servicing or other type of service contract may have
been or may hereafter be made, or that any such organization, or any
parent or Affiliate thereof, is a Shareholder or has an interest in
the Trust, or that
(ii) any corporation, trust, association or other organization with
which an Adviser's, management or administration contract or
Principal Underwriter's or distributor's contract, or custodian,
transfer, dividend disbursing, fund accounting, shareholder
servicing or other type of service contract may have been or may
hereafter be made also has an Adviser's, management or
administration contract, or Principal Underwriter's or distributor's
contract, or custodian, transfer, dividend disbursing, shareholder
servicing or other service contract with one or more other
corporations, trusts, associations, or other organizations, or has
other business or interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee, employee or officer of the Trust from voting upon or
executing the same, or create any liability or accountability to the Trust or
its Shareholders, provided that the establishment of and performance under each
such contract is permissible under the provisions of the 1940 Act.
Section 8. COMPENSATION. Except as set forth in the last sentence of this
Section 8, the Board of Trustees may, from time to time, fix a reasonable amount
of compensation to be paid by the Trust to the Trustees and officers of the
Trust. Nothing herein shall in any way prevent the employment of any Trustee for
advisory, management, legal, accounting, investment banking or other services
and payment for the same by the Trust.
ARTICLE V.
Shareholders' Voting Powers and Meetings..Section 1. VOTING POWERS. Subject to
the provisions of Article III, Section 6(d), the Shareholders shall have power
to vote only (i) for the election of Trustees, including the filling of any
vacancies in the Board of Trustees, as provided in Article IV, Section 1; (ii)
with respect to such additional matters relating to the Trust as may be required
by this Declaration of Trust, the By-Laws, the 1940 Act or any registration
statement of the Trust filed with the Commission; and (iii) on such other
matters as the Board of Trustees may consider necessary or desirable. The
Shareholder of record (as of the record date established pursuant to Section 5
of this Article V) of each Share shall be entitled to one vote for each full
Share, and a fractional vote for each fractional Share. Shareholders shall not
be entitled to cumulative voting in the election of Trustees or on any other
matter. Shares may be voted in person or by proxy.
Section 2. MEETINGS. Meetings of the Shareholders may be called by the
Board of Trustees for the purpose of electing Trustees as provided in Article
IV, Section 1 and for such other purposes as may be prescribed by law, by this
Declaration of Trust or by the By-Laws. Meetings of the Shareholders may also be
called by the Board of Trustees from time to time for the purpose of taking
action upon any other matter deemed by the Board of Trustees to be necessary or
desirable.
Section 3. QUORUM AND REQUIRED VOTE. Except when a larger quorum is
required by applicable law, by the By-Laws or by this Declaration of Trust,
thirty-three and one-third percent (33-1/3%) of the Shares present in person or
represented by proxy and entitled to vote at a Shareholders' meeting shall
constitute a quorum at such meeting. When a separate vote by one or more Series
or classes is required, thirty-three and one-third percent (33-1/3%) of the
Shares of each such Series or class present in person or represented by proxy
and entitled to vote shall constitute a quorum at a Shareholders' meeting of
such Series or class. Subject to the provisions of Article III, Section 6(d),
Article VIII, Section 3 and any other provision of this Declaration of Trust,
the By-Laws or applicable law which requires a different vote: (1) in all
matters other than the election of Trustees, the affirmative vote of the
majority of votes cast at a Shareholders' meeting at which a quorum is present
shall be the act of the Shareholders; (2) Trustees shall be elected by a
plurality of the votes cast at a Shareholders' meeting at which a quorum is
present.
Section 4. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action which may be taken at any meeting of Shareholders may be taken without a
meeting and without prior notice if a consent in writing setting forth the
action so taken is signed by the holders of Shares having not less than the
minimum number of votes that would be necessary to authorize or take that action
at a meeting at which all Shares entitled to vote on that action were present
and voted. All such consents shall be filed with the secretary of the Trust and
shall be maintained in the Trust's records. Any Shareholder giving a written
consent or the Shareholder's proxy holders or a transferee of the Shares or a
personal representative of the Shareholder or its respective proxy-holder may
revoke the consent by a writing received by the secretary of the Trust before
written consents of the number of Shares required to authorize the proposed
action have been filed with the secretary.
If the consents of all Shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
Shareholders shall not have been received, the secretary shall give prompt
notice of the action taken without a meeting to such Shareholders. This notice
shall be given in the manner specified in the By-Laws.
Section 5. RECORD DATES. For purposes of determining the Shareholders
entitled to notice of any meeting or to vote or entitled to give consent to
action without a meeting, the Board of Trustees may fix in advance a record date
which shall not be more than one hundred eighty (180) days nor less than seven
(7) days before the date of any such meeting.
If the Board of Trustees does not so fix a record date:
(a) The record date for determining Shareholders entitled to notice of or
to vote at a meeting of Shareholders shall be at the close of business on the
business day before the notice is given or, if notice is waived, at the close of
business on the business day which is five (5) business days before the day on
which the meeting is held.
(b) The record date for determining Shareholders entitled to give consent
to action in writing without a meeting, (i) when no prior action by the Board of
Trustees has been taken, shall be the day on which the first written consent is
given, or (ii) when prior action of the Board of Trustees has been taken, shall
be at the close of business on the day on which the Board of Trustees adopts the
resolution taking such prior action.
For the purpose of determining the Shareholders of any Series or class who
are entitled to receive payment of any dividend or of any other distribution,
the Board of Trustees may from time to time fix a date, which shall be before
the date for the payment of such dividend or such other distribution, as the
record date for determining the Shareholders of such Series or class having the
right to receive such dividend or distribution. Nothing in this Section shall be
construed as precluding the Board of Trustees from setting different record
dates for different Series or classes.
Section 6. ADDITIONAL PROVISIONS. The By-Laws may include further
provisions for Shareholders' votes, meetings and related matters.
ARTICLE VI.
Net Asset Value, Distributions and Redemptions Section 1. DETERMINATION OF NET
ASSET VALUE, NET INCOME AND DISTRIBUTIONS. Subject to Article III, Section 6
hereof, the Board of Trustees shall have the power to fix an initial offering
price for the Shares of any Series or class thereof which shall result in such
Series or class being valued at not less than the net asset value thereof, at
which price the Shares of such Series or class shall be offered initially for
sale, and to determine from time to time thereafter the offering price which
shall result in such Series or class being valued at not less than the net asset
value thereof from sales of the Shares of such Series or class; PROVIDED,
HOWEVER, that no Shares of a Series or class thereof shall be issued or sold for
consideration which shall result in such Series or class being valued at less
than the net asset value of the Shares of such Series or class next determined
after the receipt of the order (or at such other times set by the Board of
Trustees), except in the case of Shares of such Series or class issued in
payment of a dividend properly declared and payable.
Subject to Article III, Section 6 hereof, the Board of Trustees, in its
absolute discretion, may prescribe and shall set forth in the By-laws or in a
duly adopted vote of the Board of Trustees such bases and time for determining
the per Share or net asset value of the Shares of any Series or net income
attributable to the Shares of any Series, or the declaration and payment of
dividends and distributions on the Shares of any Series, as they may deem
necessary or desirable.
Section 2. REDEMPTIONS AT THE OPTION OF A SHAREHOLDER. Unless otherwise
provided in the prospectus of the Trust relating to the Shares, as such
prospectus may be amended from time to time ("Prospectus"):
(a) The Trust shall purchase such Shares as are offered by any Shareholder
for redemption, upon the presentation of a proper instrument of transfer
together with a request directed to the Trust or a Person designated by the
Trust that the Trust purchase such Shares or in accordance with such other
procedures for redemption as the Board of Trustees may from time to time
authorize; and the Trust will pay therefor the net asset value thereof, in
accordance with the By-Laws and applicable law. The payment of redemption
proceeds may be reduced by any applicable sales charges or fees described in the
Prospectus. Payment for said Shares shall be made by the Trust to the
Shareholder within seven days after the date on which the request is received in
proper form. The obligation set forth in this Section 2 may be suspended or
postponed in accordance with Section 22(e) of the 1940 Act and the rules and
regulations thereunder or as otherwise permitted by the Commission. If
certificates have been issued to a Shareholder, any such request by such
Shareholder must be accompanied by surrender of any outstanding certificate or
certificates for such Shares in form for transfer, together with such proof of
the authenticity of signatures as may reasonably be required on such Shares and
accompanied by proper stock transfer stamps, if applicable.
(b) Payments for Shares so redeemed by the Trust shall be made in cash,
except payment for such Shares may, at the option of the Board of Trustees, or
such officer or officers as it may duly authorize in its complete discretion, be
made in kind or partially in cash and partially in kind. In case of any payment
in kind, the Board of Trustees, or its delegate, shall have absolute discretion
as to what security or securities of the Trust shall be distributed in kind and
the amount of the same; and the securities shall be valued for purposes of
distribution at the value at which they were appraised in computing the then
current net asset value of the Shares, provided that any Shareholder who cannot
legally acquire securities so distributed in kind by reason of the prohibitions
of the 1940 Act or the provisions of the Employee Retirement Income Security Act
("ERISA") shall receive cash. Shareholders shall bear the expenses of in-kind
transactions, including, but not limited to, transfer agency fees, custodian
fees and costs of disposition of such securities.
(c) If payment for Shares shall be made other than exclusively in cash,
any securities to be delivered as part of such payment shall be delivered as
promptly as any necessary transfers of such securities on the books of the
several corporations whose securities are to be delivered practicably can be
made, which may not necessarily occur within such seven day period. In no case
shall the Trust be liable for any delay of any corporation or other Person in
transferring securities selected for delivery as all or part of any payment in
kind.
(d) The right of Shareholders to receive dividends or other distributions
on Shares may be set forth in a Plan adopted by the Board of Trustees and
amended from time to time pursuant to Rule 18f-3 of the 1940 Act. The right of
any Shareholder of the Trust to receive dividends or other distributions on
Shares redeemed and all other rights of such Shareholder with respect to the
Shares so redeemed by the Trust, except the right of such Shareholder to receive
payment for such Shares, shall cease at the time as of which the purchase price
of such Shares shall have been fixed, as provided above.
Section 3. REDEMPTIONS AT THE OPTION OF THE TRUST. The Board of Trustees
may, from time to time, without the vote or consent of the Shareholders, and
subject to the 1940 Act, redeem Shares or authorize the closing of any
Shareholder account, subject to such conditions as may be established by the
Board of Trustees.
ARTICLE VII.
Limitation of Liability; Indemnification.Section 1. TRUSTEES, SHAREHOLDERS,
ETC. NOT PERSONALLY LIABLE.The Trustees, officers, employees and agents of the
Trust, in incurring any debts, liabilities or obligations, or in limiting or
omitting any other actions for or in connection with the Trust, are or shall be
deemed to be acting as Trustees, officers, employees or agents of the Trust and
not in their own capacities. No Shareholder shall be subject to any personal
liability whatsoever in tort, contract or otherwise to any other Person or
Persons in connection with the assets or the affairs of the Trust or of any
Series or class, and subject to Sections 3 and 5 of this Article VII, no
Trustee, officer, employee or agent of the Trust shall be subject to any
personal liability whatsoever in tort, contract, or otherwise, to any other
Person or Persons in connection with the assets or affairs of the Trust or of
any Series or class, save only that arising from his or her own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office or the discharge of his or her
duties. The Trust (or if the matter relates only to a particular Series or
class, that Series or class) shall be solely liable for any and all debts,
claims, demands, judgments, decrees, liabilities or obligations of any and every
kind, against or with respect to the Trust or such Series or class in tort,
contract or otherwise in connection with the assets or the affairs of the Trust
or such Series or class, and all Persons dealing with the Trust or any Series or
class shall be deemed to have agreed that resort shall be had solely to the
Trust Property of the Trust (or if the matter relates only to a particular
Series or class, that of such Series or class), for the payment or performance
thereof.
The Trustees may provide that every note, bond, contract, instrument,
certificate or undertaking made or issued by the Trustees or by any officer or
officers shall give notice that a Certificate of Trust in respect of the Trust
is on file with the Secretary of State of the State of Delaware and may recite
to the effect that the same was executed or made by or on behalf of the Trust or
by them as Trustee or Trustees or as officer or officers, and not individually,
and that the obligations of any instrument made or issued by the Trustees or by
any officer or officers of the Trust are not binding upon any of them or the
Shareholders individually but are binding only upon the assets and property of
the Trust, or the particular Series in question, as the case may be. The
omission of any statement to such effect from such instrument shall not operate
to bind any Trustee or Trustees or officer or officers or Shareholder or
Shareholders individually, or to subject the assets of any Series or class to
the obligations of any other Series or class.
Section 2. OFFICERS AND TRUSTEES' GOOD FAITH ACTION, EXPERT ADVICE, NO
BOND OR SURETY. The exercise by the Trustees of their powers and discretion
hereunder shall be binding upon everyone interested. An officer or Trustee shall
be liable to the Trust and to any Shareholder solely for such officer's or
Trustee's own willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of such officer or
Trustee, and for nothing else, and shall not be liable for errors of judgment or
mistakes of fact or law. Subject to the foregoing, the Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any officer,
agent, employee, consultant, investment adviser, administrator, distributor,
underwriter, custodian or transfer agent, dividend disbursing agent, shareholder
servicing agent or accounting agent of the trust, nor shall any Trustee be
responsible for the act or omission of any other Trustee. 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 an officer appointed by them, any independent public accountant or auditor,
and (with respect to the subject matter of the relevant contract involved) any
officer, partner or responsible employee of a contracting party employed by the
Trust. The officers and Trustees may obtain the advice of counsel or other
experts with respect to the meaning and operation of this Declaration of Trust
and their duties as officers or Trustees. No such officer or Trustee shall be
liable for any act or omission in accordance with such advice and no inference
concerning liability shall arise from a failure to follow such advice. The
officers and Trustees shall not be required to give any bond as such, nor any
surety if a bond is required.
Section 3. INDEMNIFICATION OF SHAREHOLDERS. If any Shareholder (or former
Shareholder) of the Trust shall be charged or held to be personally liable for
any obligation or liability of the Trust solely by reason of being or having
been a Shareholder and not because of such Shareholder's acts or omissions or
for some other reason, the Trust (upon proper and timely request by the
Shareholder) may assume the defense against such charge and satisfy any judgment
thereon or may reimburse the Shareholder or former Shareholder for expenses, and
the Shareholder or former Shareholder (or the heirs, executors, administrators
or other legal representatives thereof, or in the case of a corporation or other
entity, its corporate or other general successor) shall be entitled (but solely
out of the assets of the Series of which such Shareholder or former Shareholder
is or was the holder of Shares) to be held harmless from and indemnified against
all loss and expense arising from such liability.
Section 4. INDEMNIFICATION OF TRUSTEES, OFFICERS, ETC. Subject to the
limitations, if applicable, hereinafter set forth in this Section 4, the Trust
shall indemnify (from the assets of one or more Series to which the conduct in
question relates) each of its Trustees, officers, employees and agents
(including Persons who serve at the Trust's request as directors, officers or
trustees of another organization in which the Trust has any interest as a
shareholder, creditor or otherwise (hereinafter, together with such Person's
heirs, executors, administrators or personal representatives, referred to as a
"Covered Person")) against all liabilities, including but not limited to amounts
paid in satisfaction of judgments, in compromise or as fines and penalties, and
expenses, including reasonable accountants' and counsel fees, incurred by any
Covered Person in connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person may be or may
have been involved as a party or otherwise or with which such Covered Person may
be or may have been threatened, while in office or thereafter, by reason of
being or having been such a Trustee or officer, director or trustee, except with
respect to any matter as to which it has been determined that such Covered
Person (i) did not act in good faith in the reasonable belief that such Covered
Person's action was in or not opposed to the best interests of the Trust; or
(ii) had acted with willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office;
and (iii) for a criminal proceeding, had reasonable cause to believe that his or
her conduct was unlawful (the conduct described in (i), (ii) and (iii) being
referred to hereafter as "Disabling Conduct"). A determination that the Covered
Person is entitled to indemnification may be made by (i) a final decision on the
merits by a court or other body before whom the proceeding was brought that the
Covered Person to be indemnified was not liable by reason of Disabling Conduct,
(ii) dismissal of a court action or an administrative proceeding against a
Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a
reasonable determination, based upon a review of the facts, that the indemnitee
was not liable by reason of Disabling Conduct by (a) a vote of a majority of a
quorum of the Trustees who are neither Interested Persons of the Trust nor
parties to the proceeding (the "Disinterested Trustees"), or (b) an independent
legal counsel in a written opinion. Expenses, including accountants' and counsel
fees so incurred by any such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines or penalties), may be paid
from time to time by one or more Series to which the conduct in question related
in advance of the final disposition of any such action, suit or proceeding;
provided that the Covered Person shall have undertaken to repay the amounts so
paid to such Series if it is ultimately determined that indemnification of such
expenses is not authorized under this Article VII and (i) the Covered Person
shall have provided security for such undertaking, (ii) the Trust shall be
insured against losses arising by reason of any lawful advances, or (iii) a
majority of a quorum of the Disinterested Trustees, or an independent legal
counsel in a written opinion, shall have determined, based on a review of
readily available facts (as opposed to a full trial type inquiry), that there is
reason to believe that the Covered Person ultimately will be found entitled to
indemnification.
Section 5. COMPROMISE PAYMENT. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 4 of this
Article VII, pursuant to a consent decree or otherwise, no such indemnification
either for said payment or for any other expenses shall be provided unless such
indemnification shall be approved (i) by a majority of a quorum of the
Disinterested Trustees or (ii) by an independent legal counsel in a written
opinion. Approval by the Trustees pursuant to clause (i) or by independent legal
counsel pursuant to clause (ii) shall not prevent the recovery from any Covered
Person of any amount paid to such Covered Person in accordance with either of
such clauses as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith
in the reasonable belief that such Covered Person's action was in or not opposed
to the best interests of the Trust or to have been liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the Covered Person's
office.
Section 6. INDEMNIFICATION NOT EXCLUSIVE, ETC. The right of
indemnification provided by this Article VII shall not be exclusive of or affect
any other rights to which any such Covered Person or shareholder may be
entitled. As used in this Article VII, a "disinterested" Person is one against
whom none of the actions, suits or other proceedings in question, and no other
action, suit or other proceeding on the same or similar grounds is then or has
been pending or threatened. Nothing contained in this Article VII shall affect
any rights to indemnification to which personnel of the Trust, other than
Trustees and officers, and other Persons may be entitled by contract or
otherwise under law, nor the power of the Trust to purchase and maintain
liability insurance on behalf of any such Person.
Section 7. INSURANCE. To the fullest extent permitted by applicable law,
the officers and Trustees shall be entitled and have the authority to purchase
with Trust Property, insurance for liability and for all expenses reasonably
incurred or paid or expected to be paid by a Trustee or officer in connection
with any claim, action, suit or proceeding in which such Person becomes involved
by virtue of such Person's capacity or former capacity with the Trust, whether
or not the Trust would have the power to indemnify such Person against such
liability under the provisions of this Article.
Section 8. 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 actions made or to be made by the Trustees.
ARTICLE VIII.
Miscellaneous Section 1. DISSOLUTION AND LIQUIDATION OF TRUST, SERIES, OR Class.
Unless dissolved as provided herein, the Trust shall have perpetual existence.
The Trust may be dissolved at any time by vote of a majority of the Shares of
the Trust entitled to vote or by the Board of Trustees by written notice to the
Shareholders. Any Series or class may be dissolved or liquidated at any time by
vote of a majority of the Shares of that Series or class or by the Board of
Trustees by written notice to the Shareholders of that Series or class.
Upon dissolution of the Trust (or a particular Series or class, as the
case may be), the Trustees shall (in accordance with Section 3808 of the DBTA)
pay or make reasonable provision to pay all claims and obligations of each
Series or class (or the particular Series or class, as the case may be),
including all contingent, conditional or unmatured claims and obligations known
to the Trust, and all claims and obligations which are known to the Trust but
for which the identity of the claimant is unknown. If there are sufficient
assets held with respect to each Series or class of the Trust (or the particular
Series or class, as the case may be), such claims and obligations shall be paid
in full and any such provisions for payment shall be made in full. If there are
insufficient assets held with respect to each Series or class of the Trust (or
the particular Series or class, as the case may be), such claims and obligations
shall be paid or provided for according to their priority and, among claims and
obligations of equal priority, ratably to the extent of assets available
therefor. Any remaining assets (including without limitation, cash, securities
or any combination thereof) held with respect to each Series or class of the
Trust (or the particular Series or class, as the case may be) shall be
distributed to the Shareholders of such Series or class, ratably according to
the number of Shares of such Series or class held by the several Shareholders on
the record date for such dissolution distribution.
Section 2. MERGER AND CONSOLIDATION; CONVERSION.
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(a) MERGER AND CONSOLIDATION. Pursuant to an agreement of merger or
consolidation, the Trust, or any one or more Series or classes, may, by act of a
majority of the Board of Trustees, merge or consolidate with or into one or more
business trusts or other business entities formed or organized or existing under
the laws of the State of Delaware or any other state or the United States or any
foreign country or other foreign jurisdiction. Any such merger or consolidation
shall not require the vote of the Shareholders affected thereby, unless such
vote is required by the 1940 Act, or unless such merger or consolidation would
result in an amendment of this Declaration of Trust which would otherwise
require the approval of such Shareholders. In accordance with Section 3815(f) of
the DBTA, an agreement of merger or consolidation may effect any amendment to
this Declaration of Trust or the By-Laws or effect the adoption of a new
declaration of trust or by-laws of the Trust if the Trust is the surviving or
resulting business trust. Upon completion of the merger or consolidation, the
Trustees shall file a certificate of merger or consolidation in accordance with
Section 3810 of the DBTA.
(b) CONVERSION. A majority of the Board of Trustees may, without the vote
or consent of the Shareholders, cause (i) the Trust to convert to a common-law
trust, a general partnership, limited partnership or a limited liability company
organized, formed or created under the laws of the State of Delaware as
permitted pursuant to Section 3821 of the DBTA; (ii) the Shares of the Trust or
any Series or class to be converted into beneficial interests in another
business trust (or series or class thereof) created pursuant to this Section 2
of this Article VIII, or (iii) the Shares to be exchanged under or pursuant to
any state or federal statute to the extent permitted by law; PROVIDED, however,
that if required by the 1940 Act, no such statutory conversion, Share conversion
or Share exchange shall be effective unless the terms of such transaction shall
first have been approved at a meeting called for that purpose by the "vote of a
majority of the outstanding voting securities," as such phrase is defined in the
1940 Act, of the Trust or Series or class, as applicable; PROVIDED, FURTHER,
that in all respects not governed by statute or applicable law, the Board of
Trustees shall have the power to prescribe the procedure necessary or
appropriate to accomplish a sale of assets, merger or consolidation including
the power to create one or more separate business trusts to which all or any
part of the assets, liabilities, profits or losses of the Trust may be
transferred and to provide for the conversion of Shares of the Trust or any
Series or class into beneficial interests in such separate business trust or
trusts (or series or class thereof).
Section 3. REORGANIZATION.
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A majority of the Board of Trustees may cause the Trust to sell, convey
and transfer all or substantially all of the assets of the Trust, or all or
substantially all of the assets associated with any one or more Series or class,
to another trust, business trust, partnership, limited partnership, limited
liability company, association or corporation organized under the laws of any
state, or to one or more separate series or classes thereof, or to the Trust to
be held as assets associated with one or more other Series or class of the
Trust, in exchange for cash, shares or other securities (including, without
limitation, in the case of a transfer to another Series or class of the Trust,
Shares of such other Series or class) with such transfer either (a) being made
subject to, or with the assumption by the transferee of, the liabilities
associated with each Series or class the assets of which are so transferred, or
(b) not being made subject to, or not with the assumption of, such liabilities;
provided, however, that, if required by the 1940 Act, no assets associated with
any particular Series or class shall be so sold, conveyed or transferred unless
the terms of such transaction shall first have been approved at a meeting called
for that purpose by the "vote of a majority of the outstanding voting
securities," as such phrase is defined in the 1940 Act, of that Series or class.
Following such sale, conveyance and transfer, the Board of Trustees shall
distribute such cash, shares or other securities (giving due effect to the
assets and liabilities associated with and any other differences among the
various Series or classes the assets associated with which have so been sold,
conveyed and transferred) ratably among the Shareholders of the Series or class
the assets associated with which have been so sold, conveyed and transferred
(giving due effect to the differences among the various classes within each such
Series or class); and if all of the assets of the Trust have been so sold,
conveyed and transferred, the Trust shall be dissolved.
Section 4. AMENDMENTS. Subject to the provisions of the second paragraph
of this Section 4 of this Article VIII, this Declaration of Trust may be
restated and/or amended at any time by an instrument in writing signed by a
majority of the then Board of Trustees and, if required, by approval of such
amendment by Shareholders in accordance with Article V, Section 3 hereof. Any
such restatement and/or amendment hereto shall be effective immediately upon
execution and approval or upon such future date and time as may be stated
therein. The Certificate of Trust of the Trust may be restated and/or amended by
a similar procedure, and any such restatement and/or amendment shall be
effective immediately upon filing with the Office of the Secretary of State of
the State of Delaware or upon such future date as may be stated therein.
Notwithstanding the above, the Board of Trustees expressly reserves the
right to amend or repeal any provisions contained in this Declaration of Trust
or the Certificate of Trust, in accordance with the provisions of Section 5 of
Article III hereof, and all rights, contractual and otherwise, conferred upon
Shareholders are granted subject to such reservation. The Board of Trustees
further expressly reserves the right to amend or repeal any provision of the
By-Laws pursuant to Article IX of the By-Laws.
Section 5. FILING OF COPIES, REFERENCES, HEADINGS. The original or a copy
of this Declaration of Trust and of each restatement and/or amendment hereto
shall be kept at the principal executive office of the Trust or at the principal
offices of any administrator where the Trust's records are maintained so that 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
restatements and/or amendments have been made and as to any matters in
connection with the Trust hereunder; and, with the same effect as if it were the
original, may rely on a copy certified by an officer of the Trust to be a copy
of this instrument or of any such restatements and/or amendments. In this
Declaration of Trust and in any such restatements and/or amendments, references
to this instrument, and all expressions of similar effect to "herein," "hereof"
and "hereunder," shall be deemed to refer to this instrument as amended or
affected by any such restatements and/or amendments. Headings are placed herein
for convenience of reference only and shall not be taken as a part hereof or
control or affect the meaning, construction or effect of this instrument.
Whenever the singular number is used herein, the same shall include the plural;
and the neuter, masculine and feminine genders shall include each other, as
applicable. This instrument may be executed in any number of counterparts, each
of which shall be deemed an original.
Section 6. APPLICABLE LAW. This Declaration of Trust is created under and
is to be governed by and construed and administered according to the laws of the
State of Delaware and the applicable provisions of the 1940 Act and the Code.
The Trust shall be a Delaware business trust pursuant to the DBTA, and without
limiting the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a business trust.
Section 7. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.
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(a) The provisions of this Declaration of Trust are severable, and if the
Board of Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, the Code, the DBTA, or with other
applicable laws and regulations, the conflicting provision shall be deemed not
to have constituted a part of this Declaration of Trust from the time when such
provisions became inconsistent with such laws or regulations; provided, however,
that such determination shall not affect any of the remaining provisions of this
Declaration of Trust or render invalid or improper any action taken or omitted
prior to such determination.
(b) If any provision of this Declaration of Trust shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Declaration of Trust in any jurisdiction.
Section 8. BUSINESS TRUST ONLY. It is the intention of the Trustees to
create a business trust pursuant to the DBTA, and thereby to create the
relationship of trustee and beneficial owners within the meaning of the DBTA
between the Trustees and each Shareholder. It is not the intention of the
Trustees to create a general or limited partnership, limited liability company,
joint stock association, corporation, bailment, or any form of legal
relationship other than a business trust pursuant to the DBTA. Nothing in this
Declaration of Trust shall be construed to make the Shareholders, either by
themselves or with the Trustees, partners or members of a joint stock
association.
Section 9. USE OF THE NAME "STRATEVEST". The Trust expressly agrees and
acknowledges that the name "Stratevest" is the sole property of Banknorth Group
or its subsidiary, The Stratevest Group, N.A. ("Bank"). Bank has consented to
the use by the Trust of the identifying words "Stratevest" and has granted to
the Trust a non-exclusive license to use such name as part of the name of the
Trust and the name of any Series of its Shares. The Trust further expressly
agrees and acknowledges that the non-exclusive license granted herein may be
terminated by Bank if the Trust ceases to use Bank or one of its Affiliates as
Investment Adviser or to use other Affiliates or successors of Bank for such
purposes. In such event, the non-exclusive license granted herein may be revoked
by Bank and the Trust shall cease using the name "Stratevest" as part of its
name or the name of any Series of Shares, unless otherwise consented to by Bank
or any successor to its interests in such name.
The Trust further understands and agrees that so long as Bank and/or any
future advisory Affiliate of Bank shall continue to serve as the Trust's
Investment Adviser, other mutual funds as may be sponsored or advised by Bank or
its Affiliates shall have the right permanently to adopt and to use the word
"Stratevest" in their names and in the names of any Series or class of Shares of
such funds.
IN WITNESS WHEREOF, the Trustees named below do hereby make and enter into
this Declaration of Trust as of the 7th day of July, 2000.
/S/ C. TODD GIBSON /S/ BETH S. BRODERICK
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C. Todd Gibson Beth S. Broderick
Trustee Trustee
/S/ PETER J. GERMAIN
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Peter J. Germain
Trustee
