<PAGE> PAGE 1
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<PAGE> PAGE 2
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<PAGE> PAGE 3
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<PAGE> PAGE 4
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<PAGE> PAGE 7
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SIGNATURE PAUL SCHUBERT
TITLE TREASURER
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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PAINEWEBBER MANAGED MUNICIPAL
TRUST
A Massachusetts Business Trust
RESTATED BY-LAWS
November 19, 1997
<PAGE>
BY-LAWS OF PAINEWEBBER MANAGED MUNICIPAL TRUST
ARTICLE I
DECLARATION OF TRUST,
LOCATION OF OFFICES AND SEAL
Section 1.01. Declaration of Trust: These
By-Laws shall be subject to the Declaration of Trust,
as from time to time in effect (the "Declaration of
Trust"), of PaineWebber Managed Municipal Trust,
the Massachusetts business trust established by the
Declaration of Trust (the "Trust").
Section 1.02. Principal Office of the Trust:
Resident Agent: The principal office of the Trust shall
be located in the City of New York, New York. Its
resident agent in Massachusetts shall be CT
Corporation System, 2 Oliver Street, Boston,
Massachusetts, or such other person as the Trustees
may from time to time designate. The Trust may
establish and maintain such other offices and places of
business as the Trustees may, from time to time,
determine.
Section 1.03. Seal: The seal of the Trust shall
be circular in form and shall bear the name of the
Trust. The form of the seal shall be subject to
alteration by the Trustees and the seal may be used by
causing it or a facsimile to be impressed or affixed or
printed or otherwise reproduced. Any officer or
Trustee of the Trust shall have authority to affix the
seal of the Trust to any document, instrument or other
paper executed and delivered by or on behalf of the
Trust; however, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed
on and its absence shall not impair the validity of any
document, instrument, or other paper executed by or
on behalf of the Trust.
ARTICLE II
SHAREHOLDERS
Section 2.01. Shareholder Meetings:
Meetings of the shareholders may be called at any time
by the Trustees or, if the Trustees shall fail to call any
meeting for a period of 30 days after written request
of Shareholders owning at least one-tenth of the
outstanding shares entitled to vote, then such
Shareholders may call such meeting. Each call of a
meeting shall state the place, date, hour and purposes
of the meeting.
Section 2.02. Place of Meetings: All meetings
of the Shareholders shall be held at the principal office
of the Trust, except that the Trustees may designate a
different place of meeting within the United States.
Section 2.03. Notice of Meeting: The
secretary or an assistant secretary or such other officer
as may be designated by the Trustees shall cause
notice of the place, date and hour, and purpose or
purposes for which the meeting is called, to be mailed,
not less than fifteen days before the date of the
meeting, to each Shareholder entitled to vote at such
meeting, at his address as it appears on the records of
the Trust at the time of such mailing. Notice of any
Shareholders' meeting need not be given to any
Shareholder if a written waiver of notice, executed
before or after such meeting, is filed with the records
of such meeting, or to any Shareholder who shall
attend such meeting in person or by proxy. Notice of
adjournment of a Shareholders' meeting to another
time or place need not be given, if such time and place
are announced at the meeting.
Section 2.04. Ballots: The vote upon any
question shall be by ballot whenever requested by any
person entitled to vote, but, unless such a request is
made, voting may be conducted in any way approved
by the meeting.
Section 2.05. Voting; Proxies: Shareholders
entitled to vote may vote either in person or by proxy,
provided that such proxy to act is authorized to act by
(1) a written instrument, dated not more than eleven
months before the meeting and executed either by the
Shareholder or by his or her duly authorized attorney
in fact (who may be so authorized by a writing or by
any non-written means permitted by the laws of the
Commonwealth of Massachusetts) or (2) such
electronic, telephonic, computerized or other
alternative means as may be approved by a resolution
adopted by the Trustees. Proxies shall be delivered to
the secretary of the Trust or other person responsible
for recording the proceedings before being voted. A
proxy with respect to shares held in the name of two
or more persons shall be valid if executed by one of
them unless at or prior to exercise of such proxy the
Trust receives a specific written notice to the contrary
from any one of them. Unless otherwise specifically
limited by their terms, proxies shall entitle the holder
thereof to vote at any adjournment of a meeting. A
proxy purporting to be exercised by or on behalf of a
Shareholder shall be deemed valid unless challenged at
or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. At all meetings
of the Shareholders, unless the voting is conducted by
inspectors, all questions relating to the qualifications
of voters, the validity of proxies, and the acceptance
or rejection of votes shall be decided by the chairman
of the meeting.
Section 2.06. Action Without a Meeting: Any
action to be taken by Shareholders may be taken
without a meeting if all Shareholders entitled to vote
on the matter consent to the action in writing and the
written consents are filed with the records of meetings
of Shareholders of the Trust. Such consent shall be
treated for all purposes as a vote at a meeting.
ARTICLE III
TRUSTEES
Section 3.01. Regular Meetings: Regular
meetings of the Trustees may be held without further
call or notice at such places and at such times as the
Trustees may from time to time determine, provided
that notice of the first regular meeting following any
such determination shall be given to absent Trustees.
A regular meeting of the Trustees may be held without
further call or notice immediately after and at the same
place as any meeting of the Shareholders.
Section 3.02. Special Meetings: Special
meetings of the Trustees may be held at any time and
at any place designated in the call of the meeting,
when called by the chairman of the Trustees or by two
or more Trustees, provided that notice thereof shall
being given to each Trustee as set forth in the
Declaration of Trust.
Section 3.03. Committees: The Trustees, by
vote of a majority of the Trustees then in office, may
elect from their number an executive committee or
other committees and may delegate thereto some or all
of their powers except those which by law, by the
Declaration of Trust, or by these By-Laws may not be
delegated. Except as the Trustees may otherwise
determine, any such committee may make rules for the
conduct of its business, but unless otherwise provided
by the Trustees or in such rules, its business shall be
conducted so far as possible in the same manner as is
provided by these By-Laws for the Trustees
themselves. All members of such committees shall
hold such offices at the pleasure of the Trustees. The
Trustees may abolish any such committee at any time.
Any committee to which the Trustees delegate any of
their powers or duties shall keep records of its
meetings and shall report its actions to the Trustees.
The Trustees shall have power to rescind any action of
any committee, but no such rescission shall have
retroactive effect. Any such committee may act by
meeting in person, by unanimous written consent, or
by telephonic meeting provided a quorum of members
participates in any such telephonic meeting.
Section 3.04. Other Committees: The
Trustees may appoint other committees, each
consisting of one or more persons, who need not be
Trustees. Each such committee shall have such
powers perform such duties and abide by such
procedures as may be determined from time to time by
the Trustees, but shall not exercise any power which
may lawfully be exercised only by the Trustees or a
committee of Trustees.
Section 3.05. Compensation: Each Trustee
and each committee member may receive such
compensation for his services and reimbursement for
his expenses as may be fixed from time to time by
resolution of the Trustees.
ARTICLE IV
OFFICERS
Section 4.01. General: The officers of the
Trust shall be a president, a treasurer, a secretary and
such other officers, if any, as the Trustees from time to
time may in their discretion elect or appoint. The
Trust may also have such agents, if any, as the
Trustees from time to time may in their discretion
appoint. Any officer may be but need not be a Trustee
or shareholder. Any two or more offices may be held
by the same person.
Section 4.02. Election and Term of Office:
The president, the treasurer and the secretary shall be
elected annually by the Trustees at their first meeting
in each calendar year or at such later meeting in such
year as the Trustees shall determine ("Annual
Meeting"). Other officers or agents, if any, may be
elected or appointed by the Trustees at said meeting or
at any other time. The president, treasurer and
secretary shall hold office until the next Annual
Meeting and until their respective successors are
chosen and qualified, or in each case until he dies,
resigns, is removed or become disqualified. Each
other officer shall hold office and each agent shall
retain his authority at the pleasure of the Trustees.
Section 4.03. Powers: Subject to the other
provisions of these By-Laws, each officer shall have,
in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers
as are commonly incident to his office as if the Trust
were organized as a Massachusetts business
corporation and such other duties and powers as the
Trustees may from time to time designate.
Section 4.04. Chairman of the Board: The
chairman of the Board of Trustees, if one is so
appointed, shall be chosen from among the Trustees
and may hold office only so long as he continues to be
a Trustee. Unless the Trustees otherwise provide, the
chairman, if any is so appointed, shall preside at all
meetings of the Shareholders and of the Trustees at
which he is present; may be ex officio a member of all
committees established by the Trustees; and shall have
such other duties and powers as specified herein and
as may be assigned to him by the Trustees.
Section 4.05. President: The president shall
be the chief executive officer of the Trust and, subject
to the supervision of the Trustees, shall have general
charge of the business, affairs and property of the
Trust and general supervision over its officers,
employees and agents. He shall exercise such other
powers and perform such other duties as from time to
time may be assigned to him by the Trustees.
Section 4.06. Vice Presidents: The Trustees
may from time to time designate and elect one or more
vice presidents who shall have such powers and
perform such duties as from time to time may be
assigned to them by the Trustees or the president. At
the request or in the absence or disability of the
president, the vice president (or, if there are two or
more vice presidents, then the senior of the vice
presidents present and able to act) may perform all the
duties of the president and, when so acting, shall have
all the powers of and be subject to all the restrictions
upon the president.
Section 4.07. Treasurer and Assistant
Treasurers: The treasurer shall be the principal
financial and accounting officer of the Trust and shall
have general charge of the finances and books of
account of the Trust. Except as otherwise provided by
the Trustees, he shall have general supervision of the
funds and property of the Trust and of the
performance by the custodian of its duties with respect
thereto. He shall render to the Trustees, whenever
directed by the Trustees, an account of the financial
condition of the Trust and of all his transactions as
treasurer; and as soon as possible after the close of
each financial year he shall make and submit to the
Trustees a like report for such financial year. He shall
perform all the acts incidental to the office of
treasurer, subject to the control of the Trustees.
Any assistant treasurer may perform such
duties of the treasurer as the treasurer or the Trustees
may assign, and, in the absence of the treasurer, (or, if
there are two or more assistant treasurers, then the
senior of the assistant treasurers present and able to
act) may perform all the duties of the treasurer, subject
to the control of the Trustees.
Section 4.08. Secretary and Assistant
Secretaries: The secretary shall attend to the giving
and serving of all notices of the Trust and shall record
all proceedings of the meetings of the Shareholders
and Trustees in books to be kept for that purpose. He
shall keep in safe custody the seal of the Trust, and
shall have charge of the records of the Trust, all of
which shall at all reasonable times be open to
inspection by the Trustees. He shall perform such
other duties as appertain to his office or as may be
required by the Trustees.
Any assistant secretary may perform such
duties of the secretary as the secretary or the Trustees
may assign, and, in the absence of the secretary, (or, if
there are two or more assistant secretaries. then the
senior of the assistant secretaries present and able to
act) may perform all the duties of the secretary.
Section 4.09. Subordinate Officers: The
Trustees from time to time may appoint such other
officers or agents as they may deem advisable, each of
whom shall have such title, hold office for such period,
have such authority and perform such duties as the
Trustees may determine. The Trustees from time to
time may delegate to one or more officers or agents
the power to appoint any such subordinate officers or
agents and to prescribe their respective rights, terms of
office, authorities and duties.
Section 4.10. Remuneration: The salaries or
other compensation of the officers of the Trust shall be
fixed from time to time by resolution of the Trustees,
except that the Trustees may by resolution delegate to
any person or group of persons the power to fix the
salaries or other compensation of any subordinate
officers or agents appointed in accordance with the
provisions of Section 4.09 hereof.
Section 4.11. Surety Bonds: The Trustees
may require any officer or agent of the Trust to
execute a bond (including, without limitation, any
bond required by the Investment Company Act of
1940, as amended, ("1940 Act") and the rules and
regulations of the Securities and Exchange
Commission ("Commission")) to the Trust in such sum
and with such surety or sureties as the Trustees may
determine, conditioned upon the faithful performance
of his duties to the Trust including responsibility for
negligence and for the accounting of any of the Trust's
property, funds or securities that may come into his
hands.
Section 4.12. Resignation: Any officer may
resign his office at any time by delivering a written
resignation to the Trustees, the president, the
secretary, or any assistant secretary. Unless otherwise
specified therein, such resignation shall take effect
upon delivery.
Section 4.13. Removal: Any officer may be
removed from office whenever in the judgment of the
Trustees the best interest of the Trust will be served
thereby, by the vote of a majority of the Trustees given
at a regular meeting or any special meeting of the
Trustees called for such purpose. In addition, any
officer or agent appointed in accordance with the
provision of Section 4.09 hereof may be removed,
either with or without cause, by any officer upon
whom such power of removal shall have been
conferred by the Trustees.
Section 4.14. Vacancies and Newly Created
Offices: If any vacancy shall occur in any office by
reason of death, resignation, removal, disqualification
or other cause, or if any new office shall be created,
such vacancies or newly created offices may be filled
by the Trustees at any regular or special meeting of the
Trustees or, in the case of any office created pursuant
to Section 4.09 hereof, by any officer upon whom
such power shall have been conferred by the Trustees.
ARTICLE V
CUSTODIAN
Section 5.01. Employment of Custodian: The
Trustees shall at all times employ one or more banks
or trust companies organized under the laws of the
U.S. or one of the states thereof provided that each
such bank or trust company has capital, surplus and
undivided profits of at least two million dollars
($2,000,000) as custodian with authority as the Trust's
agent, but subject to such restrictions, limitations and
other requirements, if any, as may be contained in
these By-Laws:
(1) to hold the securities owned by the
Trust and deliver the same upon
written order, or oral order if
confirmed in writing, or order
delivered by such electromechanical or
electronic devices as are agreed to by
the Trust and the custodian, if such
procedures have been authorized in
writing by the Trust;
(2) to receive and give receipt for any
moneys due to the Trust and deposit
the same in its own banking
department or elsewhere as the
Trustees may direct; and
(3) to disburse such moneys upon orders
or vouchers;
and the Trust may also enjoy such custodian as its
agent:
(1) to keep the books and accounts of the
Trust and furnish clerical and
accounting services; and
(2) to compute, if authorized to do so by
the Trustees, the Net Asset Value of
any Series or Class (which terms are
defined in the Declaration of Trust) in
accordance with the provisions of the
Declaration of Trust;
all upon such basis of compensation as may be agreed
upon between the Trustees and the custodian. If so
directed by a vote of a majority of the outstanding
shares of the Trust entitled to vote, the custodian shall
deliver and pay over all property of the Trust held by
it as specified in such vote.
The Trustees may also authorize the custodian
to employ one or more sub-custodians from time to
time to perform such of the acts and services of the
custodian, and upon such terms and conditions, as may
be agreed upon between the custodian and such
sub-custodian and approved by the Trustees, provided
that in every case such sub-custodian shall be a bank
or trust company organized under the laws of the
United States or one of the states thereof and having
capital, surplus and undivided profits of at least two
million dollars ($2,000,000) or such other person as
may be permitted by the Commission, or otherwise in
accordance with the 1940 Act.
Section 5.02. Use of Central Securities
Handling System: Subject to such rules, regulations
and orders as the Commission may adopt, the Trustees
may direct the custodian to deposit any or all of the
securities owned by the Trust (1) in a system for the
central handling of securities established by a national
securities exchange or a national securities association
registered with the Commission under the Securities
Exchange Act of 1934, pursuant to which system all
securities of any particular class or series of any issuer
deposited within the system are treated as fungible and
may be transferred or pledged by bookkeeping entry
without physical delivery of such securities, provided
that all such deposits shall be subject to withdrawal
only upon the order of the Trust; or (2) with such
other person as may be permitted by the Commission,
or otherwise in accordance with the 1940 Act.
ARTICLE VI
EXECUTION OF PAPERS
Section 6.01. General: Except as the Trustees
may generally or in particular cases authorize the
execution thereof in some other manner, all deeds,
leases, transfers, contracts, bonds, notes, checks,
drafts, and other obligations made, accepted, or
endorsed by the Trust shall be executed by the
president, any vice president, or the treasurer, or by
whomever else shall be designated for that purpose by
the Trustees, and need not bear the seal of the Trust.
ARTICLE VII
SHARES OF BENEFICIAL INTEREST
Section 7.01. Share Certificates: No
certificates certifying the ownership of Shares shall be
issued except as the Trustees may otherwise authorize.
In the event that the Trustees authorize the issuance of
Share certificates, subject to the provisions of Section
7.03, each Shareholder shall be entitled to a certificate
stating the number of shares owned by him, in such
form as shall be prescribed from time to time by the
Trustees. Such certificate shall be signed by the
president or a vice president and by the treasurer,
assistant treasurer, secretary or assistant secretary.
Such signatures may be facsimiles if the certificate is
signed by a transfer or shareholder services agent or
by a registrar, other than a Trustee, officer or
employee of the Trust. In case any officer who has
signed or whose facsimile signature has been placed on
such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by
the Trust with the same effect as if he were such
officer at the time of its issue.
In lieu of issuing certificates for shares, the
Trustees, the transfer agent or shareholder services
agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record
holders of such shares, who shall in either case be
deemed, for all purposes hereunder, to be the holders
of certificates for such shares as if they had accepted
such certificates and shall be held to have expressly
assented and agreed to the terms hereof.
Section 7.02. Loss of Certificates: In the case
of the alleged loss or destruction or the mutilation of
a Share certificate, a duplicate certificate may be
issued in place thereof, upon such terms as the
Trustees may prescribe.
Section 7.03. Discontinuance of Issuance of
Certificates: The Trustees may at any time discontinue
the issuance of Share certificates and may, by written
notice to each Shareholder, require the surrender of
Share certificates to the Trust for cancellation. Such
surrender and cancellation shall not affect the
ownership of Shares in the Trust.
Section 7.04. Equitable Interest Not
Recognized: The Trust shall be entitled to treat the
holder of record of any Share or Shares of the Trust as
the holder in fact thereof, and shall not be bound to
recognize any equitable or other claim of interest in
such Share or Shares on the part of any other person
except as may be otherwise expressly provided by law.
Section 7.05. Transfer of Shares: The Shares
of the Trust shall be transferable only by transfer
recorded on the books of the Trust, in person or by
attorney.
ARTICLE VIII
FISCAL YEAR; ACCOUNTANT
Section 8.01. Fiscal Year: The fiscal year of
the Trust shall end on such date in each year as the
Trustees shall from time to time determine.
Section 8.02. Accountant:
(a) The Trust shall employ an independent
public accountant or firm of independent public
accountants as its accountant to examine the accounts
of the Trust and to sign and certify the financial
statements of the Trust. The accountant's certificates
and reports shall be addressed both to the Trustees
and to the Shareholders of the Trust.
(b) Any vacancy occurring due to the death or
resignation of the accountant may be filled by a
majority vote of the Trustees who are not interested
persons of the Trust.
ARTICLE IX
INSURANCE
Section 9.01. Insurance of Officers, Trustees,
and Employees: The Trust may purchase and maintain
insurance on behalf of any person who is or was a
Trustee, officer or employee of the Trust, or is or was
serving at the request of the Trust as a Trustee, officer
or employee of a corporation, partnership, joint
venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or
not the Trust would have the power to indemnify him
against such liability.
The Trust may not acquire or obtain a contract
for insurance that protects or purports to protect any
Trustee or officer of the Trust against any liability to
the Trust or its Shareholders to which he would
otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office.
ARTICLE X
AMENDMENTS; REPORTS; MISCELLANEOUS
Section 10.1. Amendments: These By-Laws
may be amended or repealed, in whole or in part, by a
majority of the Trustees then in office at any meeting
of the Trustees, or by one or more writings signed by
such majority.
Section 10.2. Reports: The Trustees shall at
least semiannually submit to the Shareholders a written
report of the transactions of the Trust, including
financial statements that shall at least annually be
certified by independent public accountants.
Section 10.3. Gender: As used in these
By-Laws, the masculine gender shall include the
feminine and neuter genders.
Section 10.3. Headings: Headings are placed
in these bylaws for convenience of reference only and
in case of any conflict, the text of these By-Laws
rather than the headings shall control.
Section 10.4. Inspection of Books: The
Trustees shall from time to time determine whether
and to what extent, and at what times and places, and
under what conditions and regulations the accounts
and books of the Trust or any of them shall be open to
the inspection of the Shareholders, and no Shareholder
shall have any right to inspect any account or book or
document of the Trust except as conferred by law or
otherwise by the Trustees.
<PAGE>
PAINEWEBBER MANAGED MUNICIPAL
TRUST
AMENDED AND RESTATED DECLARATION
OF TRUST
DECLARATION OF TRUST, made at Boston,
Massachusetts, this 21st day of November, 1986 and
amended and restated this 19th day of November, 1997
by the Trustees:
WHEREAS, the Trustees desire to establish a
trust fund for the investment and reinvestment of funds
contributed thereto;
NOW, THEREFORE, the Trustees declare
that all money and property contributed to the trust
fund hereunder shall be held and managed in trust
under this Declaration of Trust as herein set forth
below.
ARTICLE I
NAME AND DEFINITIONS
NAME
Section 1. This Trust shall be known as
"PaineWebber Managed Municipal Trust." The
resident agent for the Trust in Massachusetts shall be
CT Corporation System, whose address is 2 Oliver
Street, Boston, Massachusetts, or such other person as
the Trustees may from time to time designate.
DEFINITIONS
Section 2. Wherever used herein, unless
otherwise required by the context or specifically
provided:
(a) The Terms "Affiliated Person",
"Assignment", "Commission", "Interested Person",
"Majority Shareholder Vote" (the 67% or 50%
requirement of the third sentence of Section 2(a)(42)
of the 1940 Act, whichever may be applicable) and
"Principal Underwriter" shall have the meanings given
them in the 1940 Act, as amended from time to time;
(b) The "Trust" refers to PaineWebber
Managed Municipal Trust and reference to the
Trust, when applicable to one or more Series of the
Trust, shall refer to any such Series;
(c) "Net Asset Value" means the net asset
value of each Series of the Trust determined in the
manner provided in Article IX, Section 3;
(d) "Shareholder" means a record owner of
Shares of the Trust;
(e) The "Trustees" means the person who
has signed this Declaration of Trust so long as he shall
continue 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 as
Trustees in accordance with the provisions of Article
IV hereof, and reference herein to a Trustee or the
Trustees shall refer to such person or persons in his
capacity or their capacities as trustees hereunder.
(f) "Shares" means the equal proportionate
transferable units of interest into which the beneficial
interest of each Series or Class thereof shall be divided
from time to time and includes fractions of shares as
well as whole shares (all of the transferable units of a
Series or of a single Class may be referred to as
"Shares" as the context may require);
(g) The "1940 Act" refers to the
Investment Company Act of 1940, as amended from
time to time;
(h) "Series" refers to series of Shares of the
Trust established in accordance with the provisions of
Article III;
(i) "Class" refers to the class of Shares of
a Series of the Trust established in accordance with
the Provisions of Article III.
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide
investors a continuous source of managed investment
in securities.
ARTICLE III
BENEFICIAL INTEREST
SHARES OF BENEFICIAL INTEREST
Section 1. The beneficial interest in the Trust
shall be divided into such transferable Shares of one or
more separate and distinct Series or Classes thereof as
the Trustees shall from time to time create and
establish. The number of Shares is unlimited and each
Share shall have a par value of $0.001 per Share and
upon issuance in accordance with the terms hereof
shall be fully paid and nonassessable. The Trustees
shall have full power and authority, in their sole
discretion and without obtaining any prior
authorization or vote of the Shareholders of the Trust,
to create and establish (and to change in any manner)
Shares with such preferences, terms of conversion,
voting powers, rights and privileges as the Trustees
may from time to time determine, to divide or combine
the Shares into a greater or lesser number, to classify
or reclassify any unissued Shares into one or more
Series or Classes of Shares, to abolish any one or more
Series or Classes of Shares, and to take such other
action with respect to the Shares as the Trustees may
deem desirable. The Trustees, in their discretion
without a vote of the Shareholders, may divide the
Shares of any Series into Classes. In such event, each
Class of a Series shall represent interests in the assets
of that Series and have identical voting, dividend,
liquidation and other rights and the same terms and
conditions, except that expenses allocated to a Class
of a Series may be borne solely by such Class as shall
be determined by the Trustees and a Class of a Series
may have exclusive voting rights with respect to
matters affecting only that Class. Without limiting the
authority of the Trustees set forth in this Section 1 to
establish and designate any further Series or Classes,
the Trustees have established and designated the
Series of Shares and Classes listed in Schedule A
attached hereto and made a part hereof.
ESTABLISHMENT OF SERIES OR CLASS
Section 2. The establishment of any Series or
Class in addition to those set forth in Section 1 shall be
effective upon the adoption of a resolution by a
majority of the then Trustees setting forth such
establishment and designation and the relative rights
and preferences of the Shares of such Series or Class
thereof. At any time that there are no Shares
outstanding of any particular Series previously
established and designated, the Trustees may by a
majority vote abolish that Series and the establishment
and designation thereof. At any time that there are no
shares outstanding of any particular Class of a Series,
the Trustees may by a majority vote abolish that Class
and the establishment and designation thereof. The
Trustees by a majority vote may change the name of
any Series or Class.
OWNERSHIP OF SHARES
Section 3. The ownership of Shares shall be
recorded in the books of the Trust. The Trustees may
make such rules as they consider appropriate for the
transfer of Shares and similar matters. The record
books of the Trust shall be conclusive as to who are
the holders of Shares and as to the number of Shares
held from time to time by each Shareholder.
INVESTMENT IN THE TRUST
Section 4. The Trustees shall accept
investments in the Trust from such persons and on
such terms as they may from time to time authorize.
Such investments may be in the form of cash or
securities in which the appropriate Series is authorized
to invest, valued as provided in Article IX, Section 3.
After the date of the initial contribution of capital, the
number of Shares to represent the initial contribution
may in the Trustees' discretion be considered as
outstanding and the amount received by the Trustees
on account of the contribution shall be treated as an
asset of the Trust or a Series thereof, as appropriate.
Subsequent investments in the Trust shall be credited
to each Shareholder's account in the form of full
Shares at the Net Asset Value per Share next
determined after the investment is received; provided,
however, that the Trustees may, in their sole
discretion, (a) impose a sales charge upon investments
in the Trust or Series and (b) issue fractional Shares.
The Trustees shall have the right to refuse to accept
investments in the Trust or any Series at any time
without any cause or reason therefor whatsoever.
ASSETS AND LIABILITIES OF SERIES
Section 5. All consideration received by the
Trust for the issue or sale of Shares of a particular
Series, together with all assets in which such
consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in
whatever form the same may be, shall be referred to as
"assets belonging to" that Series. In addition, any
assets, income, earnings, profits, and proceeds thereof,
funds, or payments which are not readily identifiable as
belonging to any particular Series shall be allocated by
the Trustees between and among one or more of the
Series in such manner as they, in their sole discretion,
deem fair and equitable. Each such allocation shall be
conclusive and binding upon the Shareholders of all
Series for all purposes, and shall be referred to as
assets belonging to that Series. The assets belonging
to a particular Series shall be so recorded upon the
books of the Trust, and shall be held by the Trustees
in Trust for the benefit of the holders of Shares of that
Series. The assets belonging to each particular Series
shall be charged with the liabilities of that Series and
all expenses, costs, charges and reserves attributable to
that Series except that liabilities and expenses
allocated solely to a particular Class shall be borne by
that Class. Any general liabilities, expenses, costs,
charges or reserves of the Trust or Series which are
not readily identifiable as belonging to any particular
Series or Class shall be allocated and charged by the
Trustees between or among any one or more of the
Series or Classes in such manner as the Trustees in
their sole discretion deem fair and equitable. Each
such allocation shall be conclusive and binding upon
the Shareholders of all Series or Classes for all
purposes. Any creditor of any Series may look only to
the assets of that Series to satisfy such creditor's debt.
See Article X, Section 1.
NO PREEMPTIVE RIGHTS
Section 6. Shareholders shall have no
preemptive or other right to subscribe to any
additional Shares or other securities issued by the
Trust or the Trustees.
STATUS OF SHARES AND LIMITATION OF
PERSONAL LIABILITY
Section 7. Shares shall be deemed to be
personal property giving only the rights provided in
this Declaration of Trust. Every Shareholder by virtue
of having become a Shareholder shall be held expressly
to have assented and agreed to the terms of this
Declaration of Trust and to have become a party
hereto. The death of a Shareholder during the
continuance of the Trust shall not operate to terminate
the Trust nor entitle the representative of any deceased
Shareholder to an accounting or to take any action in
court or elsewhere against the Trust or the Trustees,
but only to the rights of said decedent under this
Trust. Ownership of Shares shall not entitle the
Shareholder to any title in or to the whole or any part
of the Trust property or right to call for a partition or
division of the same or for an accounting, nor shall the
ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees shall have
any power to bind any Shareholder personally or to
call upon any Shareholder for the payment of any sum
of money or assessment whatsoever other than such as
the Shareholder may at any time personally agree to
pay by way of subscription for any Shares or
otherwise.
ARTICLE IV
THE TRUSTEES
MANAGEMENT OF THE TRUST
Section 1. The business and affairs of the
Trust shall be managed by the Trustees, and they shall
have all powers necessary and desirable to carry out
that responsibility. A Trustee shall not be required to
be a Shareholder of the Trust.
ELECTION OF TRUSTEES AND APPOINTMENT
OF INITIAL TRUSTEE
Section 2. On a date fixed by the Trustees, the
Shareholders shall elect the Trustees. Until such
election, the Trustees shall be the initial Trustee and
such other persons as may be hereafter appointed
pursuant to Section 4 of this Article IV. The initial
Trustee shall be Dianne E. O'Donnell.
TERM OF OFFICE OF TRUSTEES
Section 3. The Trustees shall hold office
during the lifetime of this Trust, and until its
termination as hereinafter provided; except (a) that any
Trustee may resign his trust by written instrument
signed by him and delivered to the other Trustees or to
any officer of the Trust, which shall take effect upon
such delivery or upon such later date as is specified
therein; (b) that any Trustee may be removed with or
without cause at any time by written instrument,
signed by at least two-thirds of the number of Trustees
prior to such removal, specifying the date when such
removal shall become effective; (c) that any Trustee
who requests in writing to be retired or who has
become incapacitated by illness or injury may be
retired by written instrument signed by a majority of
other Trustees, specifying the date of his retirement;
and (d) that any Trustee may be removed at any
Special Meeting of the Trust by a vote of at least
two-thirds of the outstanding Shares.
RESIGNATION AND APPOINTMENT OF TRUSTEES
Section 4. In case of the declination, death,
resignation, retirement, removal, incapacity, or
inability of any of the Trustees, or in case a vacancy
shall exist by reason of an increase in number or for
any other reason, the remaining Trustees shall fill such
vacancy by appointment of such other person as they
in their discretion shall see fit consistent with the
limitations under the 1940 Act. Such appointment
shall be evidenced by a written instrument signed by a
majority of the Trustees in office or by a recording in
the records of the Trust, whereupon the appointment
shall take effect. An appointment of a Trustee may be
made by the Trustees then in office as aforesaid in
anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of
Trustees effective at a later date, provided that said
appointment shall become effective only at or after the
effective date of said retirement, resignation or
increase in number of Trustees. As soon as any
Trustee so appointed shall have accepted this trust, the
trust estate shall vest in the new Trustee or Trustees,
together with the continuing Trustees, without any
further act or conveyance, and he shall be deemed a
Trustee hereunder. The power of appointment is
subject to the provisions of Section 16(a) of the 1940
Act.
TEMPORARY ABSENCE OF TRUSTEE
Section 5. Any Trustee may, by power of
attorney, delegate his power for a period not
exceeding six months at any one time to any other
Trustee or Trustees, provided that in no case shall less
than two Trustees personally exercise the other
powers hereunder except as herein otherwise expressly
provided.
NUMBER OF TRUSTEES
Section 6. The number of Trustees shall
initially be one (1) and thereafter shall be such number
as shall be fixed from time to time by a written
instrument signed by a majority of the Trustees (or by
an officer of the Trust pursuant to a vote of the
majority of such Trustees); provided, however, that
the number of Trustees serving hereunder at any time
shall in no event be less than one (1) nor more than
fifteen (15).
Whenever a vacancy in the Board of Trustees
shall occur, until such vacancy is filled, or while any
Trustee is absent from his state of domicile (unless
said Trustee has made arrangements to be informed
about, and to participate in, the affairs of the Trust
during such absence), or is physically or mentally
incapacitated by reason of disease or otherwise, the
other Trustees shall have all the powers hereunder and
the certificate of the other Trustees of such vacancy,
absence or incapacity, shall be conclusive.
EFFECT OF DEATH, RESIGNATION, ETC. OF A
TRUSTEE
Section 7. The death, declination, resignation,
retirement, removal, incapacity, or inability of the
Trustee, or any one of them, shall not operate to annul
the Trust or to revoke any existing agency created
pursuant to the terms of this Declaration of Trust.
OWNERSHIP OF ASSETS OF THE TRUST
Section 8. The assets of the Trust shall be held
separate and apart from any assets now or hereafter
held in any capacity other than as Trustee hereunder
by the Trustees or any successor Trustees. All of the
assets of the Trust shall at all times be considered as
vested in the Trustees.
ARTICLE V
POWERS OF THE TRUSTEES
POWERS
Section 1. The Trustees in all instances shall
act as principals, and are and shall be free from the
control of the Shareholders. The Trustees shall have
full power and authority to do any and all acts and to
make and execute any and all contracts and
instruments that they may consider necessary or
appropriate in connection with the management of the
Trust. The Trustees shall not in any way be bound or
limited by present or future laws or customs in regard
to trust investments, but shall have full authority and
power to make any and all investments which they, in
their uncontrolled discretion, shall deem proper to
accomplish the purposes of this Trust. Subject to any
applicable limitation in this Declaration of Trust or the
By-Laws of the Trust, the Trustees shall have power
and authority, without limitation:
(a) To invest and reinvest cash and other
property, and to hold cash or other property
uninvested, without in any event being bound or
limited by any present or future law or custom in
regard to investments by trustees, and to sell,
exchange, lend, pledge, mortgage, hypothecate, write
options on and lease any or all of the assets of the
Trust; to purchase and sell (or write) options on
securities, currencies, indices, futures contracts and
other financial instruments and enter into closing
transactions in connection therewith; to enter into all
types of commodities contracts, including without
limitation the purchase and sale of futures contracts
and forward contracts on securities, indices,
currencies, and other financial instruments; to engage
in forward commitment, "when issued" and delayed
delivery transactions; to enter into repurchase
agreements and reverse repurchase agreements; and to
employ all kinds of hedging techniques and investment
management strategies.
(b) To adopt By-Laws not inconsistent
with this Declaration of Trust providing for the
conduct of the business of the Trust and to amend and
repeal them to the extent that they do not reserve the
right to the Shareholders.
(c) To elect and remove such officers and
appoint and terminate such agents as they consider
appropriate.
(d) To employ as custodian of any assets of
the Trust subject to any conditions set forth in this
Declaration of Trust or in the By-Laws, if any, a bank,
trust company, or other entity permitted by the
Commission to serve as such.
(e) To retain a transfer agent and
Shareholder servicing agent, or both.
(f) To provide for the distribution of
interests of the Trust either through a principal
underwriter in the manner hereinafter provided for or
by the Trust itself, or both.
(g) To set record dates in the manner
hereinafter provided for.
(h) To delegate such authority as they
consider desirable to any officers of the Trust and to
any agent, independent contractor, custodian or
underwriter.
(i) To sell or exchange any or all of the
assets of the Trust, subject to the provisions of Article
XI, Section 4(b) hereof.
(j) 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
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.
(k) To exercise powers and rights of
subscription or otherwise which in any manner arise
out of ownership of securities.
(l) To hold any security or property in a
form not indicating any trust, whether in bearer,
unregistered or other negotiable form; or either in its
own name or in the name of a custodian or a nominee
or nominees, subject in either case to proper
safeguards according to the usual practice of
Massachusetts trust companies or investment
companies.
(m) To establish separate and distinct Series
with separately defined investment objectives and
policies and distinct investment purposes in
accordance with the provisions of Article III and to
establish separate Classes thereof.
(n) To allocate assets, liabilities and
expenses of the Trust to a particular Series and
liabilities and expenses to a particular Class thereof or
to apportion the same between or among two or more
Series or Classes, provided that any liabilities or
expenses incurred by a particular Series or Class shall
be payable solely out of the assets belonging to that
Series or Class as provided for in Article III.
(o) To consent to or participate in any plan
for the reorganization, consolidation or merger of any
corporation or concern, any security of which is held
in the Trust; to consent to any contract, lease,
mortgage, purchase, or sale of property by such
corporation or concern, and to pay calls or
subscriptions with respect to any security held in the
Trust.
(p) 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.
(q) To make distributions of income and of
capital gains to Shareholders in the manner hereinafter
provided for.
(r) To borrow money.
(s) To establish, from time to time, a
minimum total investment for Shareholders, and to
require the redemption of the Shares of any
Shareholders whose investment is less than such
minimum upon giving notice to such Shareholder.
No one dealing with the Trustees shall be
under any obligation to make any inquiry concerning
the authority of the Trustees, or to see to the
application of any payments made or property
transferred to the Trustees or upon their order.
TRUSTEES AND OFFICERS AS
SHAREHOLDERS
Section 2. Any Trustee, officer, other agent or
independent contractor of the Trust may acquire, own
and dispose of Shares to the same extent as if he were
not a Trustee, officer, agent or independent
contractor; and the Trustees may issue and sell or
cause to be issued and sold Shares to and buy such
Shares from any such person or any firm or company
in which he is interested, subject only to the general
limitations herein contained as to the sale and purchase
of such Shares; and all subject to any restrictions
which may be contained in the By-Laws.
ACTION BY THE TRUSTEES
Section 3. The Trustees shall act by majority
vote at a meeting duly called or by unanimous written
consent without a meeting or by telephone consent
provided a quorum of Trustees participate in any such
telephonic meeting, unless the 1940 Act requires that
a particular action be taken only at a meeting in person
of the Trustees. At any meeting of the Trustees, a
majority of the Trustees shall constitute a quorum.
Meetings of the Trustees may be called orally or in
writing by the Chairman of the Trustees or by any two
other Trustees. Notice of the time, date and place of
all meetings of the Trustees shall be given by the party
calling the meeting to each Trustee by telephone or
telegram sent to his home or business address at least
twenty-four hours in advance of the meeting or by
written notice mailed to his home or business address
at least seventy-two hours in advance of the meeting.
Notice need not be given to any Trustee who attends
the meeting without objecting to the lack of notice or
who executes a written waiver of notice with respect
to the meeting either before or after such meeting.
Subject to the requirements of the 1940 Act, the
Trustees by majority vote may delegate to any one of
their number their authority to approve particular
matters or take particular actions on behalf of the
Trust.
CHAIRMAN OF THE TRUSTEES
Section 4. The Trustees may appoint one of
their number to be Chairman of the Board of Trustees.
The Chairman shall preside at all meetings of the
Trustees, shall be responsible for the execution of
policies established by the Trustees and the
administration of the Trust, and may be the chief
executive, financial and/or accounting officer of the
Trust.
ARTICLE VI
EXPENSES OF THE TRUST
TRUSTEE REIMBURSEMENT
Section 1. Subject to the provisions of Article
III, Section 5, the Trustees shall be reimbursed from
the Trust estate or the assets belonging to the
appropriate Series for their expenses and
disbursements, including, without limitation, fees and
expenses of Trustees who are not Interested Persons
of the Trust, interest expense, taxes, fees and
commissions of every kind, expenses of pricing Trust
portfolio securities, expenses of issue, repurchase and
redemption of Shares including expenses attributable
to a program of periodic repurchases or redemptions,
expenses of distributing its Shares and providing
services to Shareholders, expenses of registering and
qualifying the Trust and its Shares under Federal and
State laws and regulations, charges of investment
advisers, administrators, custodians, transfer agents,
and registrars, expenses of preparing and setting in
type prospectuses and statements of additional
information, expenses of printing and distributing
prospectuses and statements of additional information
sent to existing Shareholders, auditing and legal
expenses, reports to Shareholders, expenses of
meetings of Shareholders and proxy solicitations
therefor, insurance expense, association membership
dues and for such non-recurring items as may arise,
including litigation to which the Trust is a party
(except those losses and expenses the indemnification
of which is not permitted under Article X hereof), and
for all losses and liabilities by them incurred in
administering the Trust; and for the payment of such
expenses, disbursements, losses and liabilities the
Trustees shall have a lien on the assets belonging to
the appropriate Series prior to any rights or interests
of the Shareholders thereto. This section shall not
preclude the Trust from directly paying any of the
aforementioned fees and expenses.
ARTICLE VII
INVESTMENT ADVISER, PRINCIPAL
UNDERWRITER AND TRANSFER AGENT
INVESTMENT ADVISER
Section 1. Subject to a Majority Shareholder
Vote, the Trustees may in their discretion from time to
time enter into an investment advisory or management
contract(s) with respect to the Trust or any Series
thereof whereby the other party(ies) to such
contract(s) shall undertake to furnish the Trustees such
management, investment advisory, statistical and
research facilities and services and such other facilities
and services, if any, and all upon such terms and
conditions, as the Trustees may in their discretion
determine. Notwithstanding any provisions of this
Declaration of Trust, the Trustees may authorize the
investment adviser(s) (subject to such general or
specific instruments as the Trustees may from time to
time adopt) to effect purchases, sales or exchanges of
portfolio securities and other investment instruments
of the Trust on behalf of the Trustees or may authorize
any officer, agent, or Trustee to effect such purchases,
sales or exchanges pursuant to recommendations of
the investment adviser (and all without further action
by the Trustees). Any such purchases, sales and
exchanges shall be deemed to have been authorized by
all of the Trustees.
The Trustees may, subject to applicable
requirements of the 1940 Act, including those relating
to Shareholder approval, authorize the investment
adviser to employ one or more sub-advisers from time
to time to perform such of the acts and services of the
investment adviser, and upon such terms and
conditions, as may be agreed upon between the
investment adviser and sub-adviser.
PRINCIPAL UNDERWRITER
Section 2. The Trustees may in their discretion
from time to time enter into one or more contract(s)
providing for the sale of the Shares, whereby the Trust
may either agree to sell the Shares to the other party
to the contract or appoint such other party its sales
agent for such Shares. In either case, the contract
shall be on such terms and conditions as may be
prescribed in the By-Laws, if any, and such further
terms and conditions as the Trustees may in their
discretion determine not inconsistent with the
provisions of this Article VII, or of the By-Laws, if
any; and such contract may also provide for the
repurchase or sale of Shares by such other party as
principal or as agent of the Trust. The Trustees may
in their discretion adopt a plan or plans of distribution
and enter into any related agreements whereby the
Trust finances directly or indirectly any activity that is
primarily intended to result in sales of Shares. Such
plan or plans of distribution and any related
agreements may contain such terms and conditions as
the Trustees may in their discretion determine subject
to the requirements of Section 12 of the 1940 Act,
Rule 12b-1 thereunder and any other applicable rules
and regulations.
TRANSFER AGENT
Section 3. The Trustees may in their discretion
from time to time enter into a transfer agency and
Shareholder service contract whereby the other party
shall undertake to furnish the Trustees and Trust with
transfer agency and shareholder services. The contract
shall be on such terms and conditions as the Trustees
may in their discretion determine not inconsistent with
the provisions of this Declaration of Trust or of the
By-Laws, if any. Such services may be provided by
one or more entities, including one or more agents of
such other party.
PARTIES TO CONTRACT
Section 4. Any contract of the character
described in Sections 1, 2 and 3 of this Article VII or
that relates to the provision of custodian services to
the Trust may be entered into with any corporation,
firm, partnership, trust or association, although one
more of the Trustees or officers of the Trust may be an
officer, director, trustee, shareholder, or member of
such other party to the contract, and no such contract
shall be invalidated or rendered voidable by reason of
the existence of any relationship, nor shall any person
holding such relationship be liable merely by reason of
such relationship for any loss or expense to the Trust
under or by reason of said contract or accountable for
any profit realized directly or indirectly therefrom,
provided that the contract when entered into was
reasonable and fair and not inconsistent with the
provisions of this Article VII or the By-Laws, if any.
The same person (including a firm, corporation,
partnership, trust, or association) may be the other
party to contracts entered into pursuant to Sections 1,
2 and 3 above or with respect to the provision of
custodian services to the Trust, and any individual may
be financially interested in or otherwise affiliated with
persons who are parties to any or all of the contracts
mentioned in this Section 4.
PROVISIONS AND AMENDMENTS
Section 5. Any contract entered into pursuant
to Sections 1 and 2 of this Article VII shall be
consistent with and subject to the applicable
requirements of Sections 12 and 15 of the 1940 Act
and the rules and orders thereunder (including any
amendments thereto or other applicable Act of
Congress hereafter enacted) with respect to its
continuance in effect, its termination, and the method
of authorization and approval of such contract or
renewal thereof.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND
MEETINGS
VOTING POWERS
Section 1. The Shareholders shall have power
to vote (i) for the election of Trustees as provided in
Article IV, Section 2, (ii) for the removal of Trustees
as provided in Article IV, Section 3(d), (iii) with
respect to any investment advisory or management
contract as provided in Article VII, Section 1, (iv)
with respect to any termination or reorganization of
the Trust as provided in Article XI, Section 4, (v) with
respect to the amendment of this Declaration of Trust
to the extent and as provided in Article XI, Section 7,
(vi) to the same extent as the shareholders of a
Massachusetts business corporation, as to whether or
not a court action, proceeding or claim should be
brought or maintained derivatively or as a class action
on behalf of the Trust or the Shareholders, provided,
however, that a Shareholder of a particular Series shall
not be entitled to bring any derivative or class action
on behalf of any other Series of the Trust, and
provided further that, within a Series, a Shareholder of
a particular Class shall not be entitled to bring any
derivative or class action on behalf of any other Class
except with respect to matters sharing a common fact
pattern with said Shareholder's own Class; and (vii)
with respect to such additional matters relating to the
Trust as may be required or authorized by law, by this
Declaration of Trust, or the By-Laws of the Trust, if
any, or any registration of the Trust with the
Commission or any State, or as the Trustees may
consider desirable. On any matter submitted to a vote
of the Shareholders, all Shares shall be voted by
individual Series, except (i) when required by the 1940
Act, Shares shall be voted in the aggregate and not by
individual Series; and (ii) when the Trustees have
determined that the matter affects only the interests of
one or more Classes, then only the Shareholders of
such Class or Classes shall be entitled to vote thereon.
Each whole Share shall be entitled to one vote as to
any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate
fractional vote. There shall be no cumulative voting in
the election of Trustees. Shares may be voted in
person or by proxy. Until Shares are issued, the
Trustees may exercise all rights of Shareholders and
may take any action required or permitted by law, this
Declaration of Trust or any By-Laws of the Trust to
be taken by Shareholders.
MEETINGS
Section 2. The first Shareholders' meeting
shall be held as specified in Section 2 of Article IV at
the principal office of the Trust or such other place as
the Trustees may designate. Special meetings of the
Shareholders or any Series or Class thereof may be
called by the Trustees and shall be called by the
Trustees upon the written request of Shareholders
owning at least one-tenth of the outstanding Shares
entitled to vote. Whenever ten or more Shareholders
meeting the qualifications set forth in Section 16(c) of
the 1940 Act, as the same may be amended from time
to time, seek the opportunity of furnishing materials to
the other Shareholders with a view to obtaining
signatures on such a request for a meeting, the
Trustees shall comply with the provisions of said
Section 16(c) and any rules or orders thereunder with
respect to providing such Shareholders access to the
list of the Shareholders of record of the Trust or the
mailing of such materials to such Shareholders of
record. Shareholders shall be entitled to at least
fifteen days' notice of any meeting.
QUORUM AND REQUIRED VOTE
Section 3. A majority of Shares entitled to
vote in person or by proxy shall be a quorum for the
transaction of business at a Shareholders' meeting,
except that where any provision of law or of this
Declaration of Trust permits or requires that holders
of any Series or Class thereof shall vote as a Series or
Class, then a majority of the aggregate number of
Shares of that Series or Class thereof entitled to vote
shall be necessary to constitute a quorum for the
transaction of business by that Series or Class. Any
lesser number shall be sufficient for adjournments.
Any adjourned session or sessions may be held, within
one hundred twenty (120) days after the date set for
the original meeting, without the necessity of further
notice. Except when a larger vote is required by any
provision of this Declaration of Trust or the By-Laws,
a majority of the Shares voted in person or by proxy
shall decide any questions and a plurality shall elect a
Trustee, provided that where any provision of law or
of this Declaration of Trust permits or requires that
the holders of any Series or Class shall vote as a Series
or Class, then a majority of the Shares of that Series or
Class voted on the matter shall decide that matter
insofar as that Series or Class is concerned.
ARTICLE IX
DISTRIBUTIONS AND REDEMPTIONS
DISTRIBUTIONS
Section 1.
(a) The Trustees may from time to time
declare and pay dividends and other distributions. The
amount of such dividends and the payment of them
shall be wholly in the discretion of the Trustees.
(b) The Trustees shall have power, to the
fullest extent permitted by the laws of the
Commonwealth of Massachusetts, at any time to
declare and cause to be paid dividends on Shares of a
particular Series, from the assets belonging to that
Series, which dividends and other distributions, at the
election of the Trustees, may be paid daily or
otherwise pursuant to a standing resolution or
resolutions adopted only once or with such frequency
as the Trustees may determine, and may be payable in
Shares of that Series or Class thereof, as appropriate,
at the election of each Shareholder of that Series or
Class. All dividends and distributions on Shares of a
particular Series shall be distributed pro rata to the
holders of that Series in proportion to the number of
Shares of that Series held by such holders at the date
and time of record established for the payment of such
dividends or distributions, except that such dividends
and distributions shall appropriately reflect expenses
allocated to a particular Class of such Series.
(c) Anything in this instrument to the
contrary notwithstanding, the Trustees may at any
time declare and distribute a "stock dividend" pro rata
among the Shareholders of a particular Series or of a
Class thereof as of the record date of that Series (fixed
as provided in Section 3 of Article XI hereof).
REDEMPTIONS
Section 2. In case any holder of record of
Shares of a particular Series or Class desires to
dispose of his Shares, he may deposit at the office of
the transfer agent or other authorized agent of that
Series a written request or such other form of request
as the Trustees may from time to time authorize,
requesting that the Series purchase the Shares in
accordance with this Section 2; and the Shareholder so
requesting shall be entitled to require the Series to
purchase, and the Series or the principal underwriter
of the Series shall purchase his said Shares, but only at
the Net Asset Value of the Series or Class held by the
Shareholder (as described in Section 3 hereof) minus
any applicable sales charge or redemption or
repurchase fee. The Series shall make payment for any
such Shares to be redeemed, as aforesaid, in cash or
property from the assets of that Series and payment
for such Shares shall be made by the Series or the
principal underwriter of the Series to the Shareholder
of record within seven (7) days after the date upon
which the request is effective; provided, however, that
if Shares being redeemed have been purchased by
check, the Trust may postpone payment until the Trust
has assurance that good payment has been collected
for the purchase of the Shares. The Trust may require
Shareholders to pay a sales charge to the Trust, the
underwriter or any other person designated by the
Trustees upon redemption or repurchase of Shares of
any Series or Class thereof, in such amount as shall be
determined from time to time by the Trustees. The
amount of such sales charge may but need not vary
depending on various factors, including without
limitation the holding period of the redeemed or
repurchased Shares. The Trustees may also charge a
redemption or repurchase fee in such amount as may
be determined from time to time by the Trustees.
DETERMINATION OF NET ASSET VALUE AND
VALUATION OF PORTFOLIO ASSETS
Section 3. The term "Net Asset Value" of any
Series shall mean that amount by which the assets of
that Series exceed its liabilities, all as determined by or
under the direction of the Trustees. Net Asset Value
per Share shall be determined separately for each
Series of Shares and shall be determined on such days
and at such times as the Trustees may determine.
Such determination may be made on a Series-by-Series
or Class-by-Class basis, as appropriate, and shall
include any expenses allocated to a specific Series or
Class. The determination shall be made with respect
to securities for which market quotations are readily
available at the market value of such securities; and
with respect to other securities and assets, at the fair
value as determined in good faith by the Trustees,
provided, however, that the Trustees, without
Shareholder approval, may alter the method of
appraising portfolio securities insofar as permitted
under the 1940 Act and the rules, regulations and
interpretations thereof promulgated or issued by the
Commission or insofar as permitted by any order of
the Commission applicable to the Series. The Trustees
may delegate any of their powers and duties under this
Section 3 with respect to appraisal of assets and
liabilities. At any time the Trustees may cause the Net
Asset Value per Share last determined to be
determined again in a similar manner and may fix the
time when such redetermined values shall become
effective.
SUSPENSION OF THE RIGHT OF REDEMPTION
Section 4. Notwithstanding Section 2 hereof,
the Trustees may declare a suspension of the right of
redemption or postpone the date of payment as
permitted under the 1940 Act. Such suspension shall
take effect at such time as the Trustees shall specify
but not later than the close of business on the business
day next following the declaration of suspension, and
thereafter there shall be no right of redemption or
payment until the Trustees shall declare the suspension
at an end. In the case of a suspension of the right of
redemption, a Shareholder may either withdraw his
request for redemption or receive payment based on
the Net Asset Value per Share existing after the
termination of the suspension.
ARTICLE X
LIMITATION OF LIABILITY AND
INDEMNIFICATION
LIMITATION OF LIABILITY
Section 1. All persons extending credit to,
contracting with or having any claim against the Trust
or a particular Series shall look only to the assets of
the Trust or such Series, as the case may be, for
payment under such credit, contract or claim; and
neither the Shareholders nor the Trustees, nor any of
the Trust's officers, employees or agents, whether
past, present or future, nor any other Series shall be
personally liable therefor.
Every note, bond, contract, instrument,
certificate or undertaking and every other act or thing
whatsoever executed or done by or on behalf of the
Trust, any Series, or the Trustees or any of them in
connection with the Trust shall be conclusively
deemed to have been executed or done only in or with
respect to their or his capacity as Trustees or Trustee
and neither such Trustees or Trustee nor the
Shareholders shall be personally liable thereon. Every
note, bond, contract, instrument, certificate or
undertaking made or issued by the Trustees or by any
officers or officer shall give notice that the same was
executed or made by them on behalf of the Trust or by
them as Trustees or Trustee or as officers or officer
and not individually and that the obligations of such
instrument are not binding upon any of them or the
Shareholders individually but are binding only upon
the assets and property of the Trust or the particular
Series in question, as the case may be, but the
omission thereof shall not operate to bind any Trustees
or Trustee or officers or officer or Shareholders or
Shareholder individually.
Section 2. Provided they have exercised
reasonable care and have acted under the reasonable
belief that their actions are in the best interest of the
Trust, the Trustees and officers of the Trust shall not
be responsible for or liable in any event for neglect or
wrongdoing of them or any officer, agent, employee,
investment adviser or independent contractor of the
Trust, but nothing contained in this Declaration of
Trust shall protect any Trustee or officer against any
liability to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved
in the conduct of his office.
INDEMNIFICATION
Section 3.
(a) Subject to the exceptions and
limitations contained in Section 3(b) below:
(i) every person who is, or has
been a Trustee or officer of the Trust (hereinafter
referred to as "Covered Person") shall be indemnified
by the appropriate Series to the fullest extent
permitted by law against liability and against all
expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding
in which he becomes involved as a party or otherwise
by virtue of his being or having been a Trustee or
officer and against amounts paid or incurred by him in
the settlement thereof;
(ii) the words "claim," "action,"
"suit," or "proceeding" shall apply to all claims,
actions, suits or proceedings (civil, criminal or other,
including appeals), actual or threatened while in office
or thereafter, and the words "liability" and "expenses"
shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties
and other liabilities.
(b) No indemnification shall be provided
hereunder to a Covered Person:
(i) who shall have been adjudicated
by a court or body before which the proceeding was
brought (A) to be 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 his office or (B) not
to have acted in good faith in the reasonable belief that
his action was in the best interest of the Trust; or
(ii) in the event of a settlement,
unless there has been a determination that such
Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his
office,
(A) by the court or other
body approving the settlement;
(B) by at least a majority of
those Trustees who are neither
interested persons of the Trust nor are
parties to the matter based upon a
review of readily available facts (as
opposed to a full trial-type inquiry); or
(C) by written opinion of
independent legal counsel based upon
a review of readily available facts (as
opposed to a full trial-type inquiry);
provided, however, that any Shareholder may, by
appropriate legal proceedings, challenge any such
determination by the Trustees, or by independent
counsel.
(c) The rights of indemnification herein
provided may be insured against by policies maintained
by the Trust, shall be severable, shall not be exclusive
of or affect any other rights to which any Covered
Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such
Trustee or officer and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Nothing contained herein shall affect any rights to
indemnification to which Trust personnel, other than
Trustees and officers, and other persons may be
entitled to by contract or otherwise under law.
(d) Expenses in connection with the
preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in
paragraph (a) of this Section 3 may be paid by the
applicable Series from time to time prior to final
disposition thereof upon receipt of an undertaking by
or on behalf of such Covered Person that such amount
will be paid over by him to the applicable Series if it is
ultimately determined that he is not entitled to
indemnification under this Section 3; provided,
however, that either (a) such Covered Person shall
have provided appropriate security for such
undertaking, (b) the Trust is insured against losses
arising out of any such advance payments or (c) either
a majority of the Trustees who are neither interested
persons of the Trust nor parties to the matter, or
independent legal counsel in a written opinion, shall
have determined, based upon a review of readily
available facts (as opposed to a trial-type inquiry or
full investigation), that there is reason to believe that
such Covered Person will not be disqualified from
indemnification under this Section 3.
SHAREHOLDERS
Section 4. In case any Shareholder or former
Shareholder of any Series of the Trust shall be held to
be personally liable solely by reason of his being or
having been a Shareholder and not because of his acts
or omissions or for some other reason, the
Shareholder or former Shareholder (or his heirs,
executors, administrators or other legal representatives
or in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled
out of the assets belonging to the applicable Series to
be held harmless from and indemnified against all loss
and expense arising from such liability. The Series
shall, upon request by the Shareholder, assume the
defense of any claim made against the Shareholder for
any act or obligation of the Series and satisfy any
judgment thereon.
ARTICLE XI
MISCELLANEOUS
TRUST NOT A PARTNERSHIP
Section 1. It is hereby expressly declared that
a trust and not a partnership is created hereby. No
Trustee hereunder shall have any power to bind
personally either the Trust's officers or any
Shareholder.
TRUSTEE'S GOOD FAITH ACTION, EXPERT
ADVICE, NO BOND OR SURETY
Section 2. The exercise by the Trustees of
their powers and discretion hereunder in good faith
and with reasonable care under the circumstances then
prevailing, shall be binding upon everyone interested.
Subject to the provisions of Article X, the Trustees
shall not be liable for errors of judgment or mistakes of
fact or law. The Trustees may take advice of counsel
or other experts with respect to the meaning and
operation of this Declaration of Trust, and subject to
the provisions of Article X, shall be under no liability
for any act or omission in accordance with such advice
or for failing to follow such advice. The Trustees shall
not be required to give any bond as such, nor any
surety if a bond is obtained.
ESTABLISHMENT OF RECORD DATES
Section 3. The Trustees may close the stock
transfer books of the Trust for a period not exceeding
sixty (60) days preceding the date of any meeting of
Shareholders, or the date for the payment of any
dividends, or the date for the allotment of rights, or
the date when any change or conversion or exchange
of Shares shall go into effect; or in lieu of closing the
stock transfer books as aforesaid, the Trustees may fix
in advance a date, not exceeding ninety (90) days
preceding the date of any meeting of Shareholders, or
the date for payment of any dividend, or the date for
the allotment of rights, or the date when any change or
conversion or exchange of Shares shall go into effect,
as a record date for the determination of the
Shareholders entitled to notice of, and to vote at, any
such meeting, or to receive payment of such dividend,
or to receive such allotment or rights, or to exercise
such rights in respect of any such change, conversion
or exchange of Shares, and in such case such
Shareholders and only such Shareholders as shall be
Shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any
transfer of any Shares on the books of the Trust after
any such record date fixed or aforesaid.
TERMINATION OF TRUST
Section 4.
(a) This Trust shall continue without
limitation of time but subject to the provisions of
sub-section (b) of this Section 4.
(b) Subject to a Majority Shareholder Vote
of each Series affected by the matter or, if applicable,
to a Majority Shareholder Vote of the Trust, the
Trustees may
(i) sell, convey, merge and transfer
all or substantially all of the assets of the Trust or any
affected Series to another Series or to a trust,
partnership, association or corporation organized
under the laws of any state which is an investment
company as defined in the 1940 Act, for adequate
consideration which may include the assumption of all
outstanding obligations, taxes and other liabilities,
accrued or contingent, of the Trust or any affected
Series, and which may include shares of beneficial
interest or stock of such Series, trust, partnership,
association or corporation; or
(ii) at any time sell and convert into
money all or substantially all of the assets of the Trust
or any affected Series.
Upon making provision for the payment of all
known liabilities of the Trust or any affected Series in
either (i) or (ii), by such assumption or otherwise, the
Trustees shall distribute the remaining proceeds or
assets (as the case may be) ratably among the holders
of the Shares of the Trust or any affected Series then
outstanding; however, the payment to any particular
Class within such Series may be reduced by any fees,
expenses or charges allocated to that Class. Nothing
in this Declaration of Trust shall preclude the Trustees
from distributing such remaining proceeds or assets so
that holders of the Shares of a particular Class of the
Trust or any affected Series receive as their ratable
distribution shares solely of an analogous class, as
determined by the Trustees, of such trust, partnership,
association or corporation.
The Trustees may take any of the actions
specified in clauses (i) and (ii) above without obtaining
a Majority Shareholder Vote of any Series or the Trust
if a majority of the Trustees makes a determination
that the continuation of a Series or the Trust is not in
the best interests of such Series, the Trust or their
respective Shareholders as a result of factors or events
adversely affecting the ability of such Series or the
Trust to conduct its business and operations in an
economically viable manner. Such factors and events
may include the inability of a Series or the Trust to
maintain its assets at an appropriate size, changes in
laws or regulations governing the Series or Trust or
affecting assets of the type in which such Series or the
Trust invests or economic developments or trends
having a significant adverse impact on the business or
operations of such Series or the Trust.
(c) Upon completion of the distribution of
the remaining proceeds or the remaining assets as
provided in sub-section (b), the Trust or any affected
Series shall terminate and the Trustees shall be
discharged of any and all further liabilities and duties
hereunder with respect thereto and the right, title and
interest of all parties therein shall be canceled and
discharged.
FILING OF COPIES, REFERENCES, HEADINGS
Section 5. The original or a copy of this
instrument and of each amendment hereto shall be
kept at the office of the Trust where it may be
inspected by any shareholder. A copy of this
instrument and of each amendment hereto shall be filed
by the Trustees with the Secretary of the
Commonwealth of Massachusetts and the Boston City
Clerk, as well as any other governmental office where
such filing may from time to time be required. Anyone
dealing with the Trust may rely on a certificate by an
officer or Trustee of the Trust as to whether or not
any such amendments to this Declaration of Trust have
been made and as to any matters in connection with
the Trust hereunder, and with the same effect as if it
were the original, may rely on a copy certified by an
officer or Trustee of the Trust to be a copy of this
instrument or of any such amendments. In this
instrument or in any such amendments, references to
this instrument, and all expressions like "herein,"
"hereof" and "hereunder," shall be deemed to refer to
this instrument as amended from time to time. The
masculine gender shall include the feminine and neuter
genders. Headings are placed herein for convenience
of reference only, and in case of any conflict, the text
of this instrument, rather than the headings, shall
control. This instrument may be executed in any
number of counterparts each of which shall be deemed
an original.
APPLICABLE LAW
Section 6. The Trust set forth in this
instrument is made in the Commonwealth of
Massachusetts, and it is created under and is to be
governed by and construed and administered
according to the laws of said Commonwealth. The
Trust shall be of the type commonly called a
Massachusetts business trust, and, without limiting the
provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust.
AMENDMENTS
Section 7. All rights granted to the
Shareholders under this Declaration of Trust are
granted subject to the reservation of the right to
amend this Declaration of Trust as herein provided,
except that no amendment shall repeal the limitations
on personal liability of any Shareholder or Trustee or
repeal the prohibition of assessment upon the
Shareholders without the express consent of each
Shareholder or Trustee involved. Subject to the
foregoing, the provisions of this Declaration of Trust
(whether or not related to the rights of Shareholders)
may be amended at any time, so long as such
amendment does not adversely affect the rights of any
Shareholder with respect to which such amendment is
or purports to be applicable and so long as such
amendment is not in contravention of applicable law,
including the 1940 Act, by an instrument in writing
signed by a majority of the then Trustees (or by an
officer of the Trust pursuant to the vote of a majority
of such Trustees). Except as provided in the first
sentence of this Section 7, any amendment to this
Declaration of Trust that adversely affects the rights of
Shareholders may be adopted at any time by an
instrument signed in writing by a majority of the then
Trustees (or by an officer of the Trust pursuant to the
vote of a majority of such Trustees) when authorized
to do so by Majority Shareholder Vote; provided,
however, that an amendment that shall affect the
Shareholders of one or more Series (or of one or more
Classes), but not the Shareholders of all outstanding
Series (or Classes), shall be authorized by a Majority
Shareholder Vote of each Series (or Class, as the case
may be) affected, and no vote of a Series (or Class)
not affected shall be required. Subject to the
foregoing, any such amendment shall be effective as
provided in the instrument containing the terms of
such amendment or, if there is no provision therein
with respect to effectiveness, upon the execution of
such instrument and of a certificate (which may be a
part of such instrument) executed by a Trustee or
officer to the effect that such amendment has been
duly adopted. Copies of the amendment to this
Declaration of Trust shall be filed as specified in
Section 5 of this Article XI. A restated Declaration of
Trust, integrating into a single instrument all of the
provisions of the Declaration of Trust which are then
in effect and operative, may be executed from time to
time by a majority of the Trustees and shall be
effective upon filing as specified in such Section 5.
FISCAL YEAR
Section 8. The fiscal year of the Trust shall be
determined by the Trustees in accordance with the By-Laws,
provided, however, that the Trustees may, without Shareholder
approval, change the fiscal year of the Trust.
Schedule A
Series of the Trust
PaineWebber RMA California Municipal Money Fund
PaineWebber RMA New York Municipal Money Fund
<PAGE>
IN WITNESS WHEREOF, the undersigned,
being the all the Trustees of the Trust, have executed
this Amended and Restated Declaration of Trust as of
the day and year first above written.
/s/ Margo N. Alexander
Margo N. Alexander
/s/ Meyer Feldberg
Meyer Feldberg
/s/ E. Garrett Bewkes, Jr.
Garrett Bewkes, Jr.
/s/ George W. Gowen
George W. Gowen
/s/ Richard Q. Armstrong
Richard Q. Armstrong
/s/ Frederic V. Malek
Frederic V. Malek
/s/ Richard R. Burt
Richard R. Burt
/s/ Carl W. Schafer
Carl W. Schafer
/s/ Mary C. Farrell
Mary C. Farrell
