<PAGE> PAGE 1
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<PAGE> PAGE 2
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012 C01AA01 WILMINGTONIA
012 C02AA01 DE
012 C03AA01 19809
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<PAGE> PAGE 3
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<PAGE> PAGE 4
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<PAGE> PAGE 5
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<PAGE> PAGE 6
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<PAGE> PAGE 7
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<PAGE> PAGE 8
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<PAGE> PAGE 9
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<PAGE> PAGE 10
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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</TABLE>
Report of Independent Auditors
To the Shareholders and Board of Trustees of
PaineWebber Utility Income Fund
In planning and performing our audit of the financial statements of
PaineWebber Utility Income Fund for the year ended March 31, 1998, we
considered its internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance on the internal control.
The management of PaineWebber Utility Income Fund is responsible for
establishing and maintaining internal control. In fulfilling this
responsibility, estimates and judgments by management are required to assess
the expected benefits and related costs of controls. Generally, controls that
are relevant to an audit pertain to the entity's objective of preparing
financial statements for external purposes that are fairly presented in
conformity with generally accepted accounting principles. Those controls
include the safeguarding of assets against unauthorized acquisition, use or
disposition.
Because of inherent limitations in internal control, errors or fraud may occur
and not be detected. Also, projection of any evaluation of internal control
to future periods is subject to the risk that it may become inadequate because
of changes in conditions or that the effectiveness of the design and operation
may deteriorate.
Our consideration of the internal control would not necessarily disclose all
matters in the internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design or
operation of one or more of the internal control components does not reduce to
a relatively low level the risk that errors or fraud in amounts that would be
material in relation to the financial statements being audited may occur and
not be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
the internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above at
March 31, 1998.
This report is intended solely for the information and use of the
shareholders, board of trustees and management of PaineWebber Utility Income
Fund and the Securities and Exchange Commission.
ERNST & YOUNG LLP
May 13, 1998
For period ending March 31, 1998
File number 811-4040
77. A. Is the Registrant filing any of the following attachments with the
current filing of
Form
N-SAR? (ANSWER FOR ALL SERIES AS A GROUP)
_Y_
Y/N
NOTE: If answer is "Y" (Yes), mark those items below being filed as an
attachment to this form
or incorporated by reference. _Y_
Y/N
B. Accountant's report on internal control ___
C. Matters submitted to a vote of security holders _N_
D. Policies with respect to security investments _N_
E. Legal proceedings _N_
F. Changes in security for debt _N_
G. Defaults and arrears on senior securities _N_
H. Changes in control of Registrant _N_
I. Terms of new or amended securities _N_
J. Revaluation of assets or restatement of capital share account _N_
K. Changes in Registrant's certifying accountant _N_
L. Changes in accounting principles and practices ___
M. Mergers _N_
N. Actions required to be reported pursuant to Rule 2a-7 _N_
O. Transactions effected pursuant to Rule 10f-3 _Y_
P. Information required to be filed pursuant to existing exemptive
orders_N_
Attachment Information (Cont. On Screen 39)
<PAGE>
For period ending March 31, 1998
File number 811-4040
Attachment Information (Cont. from Screen 38)
77. Q. 1. Exhibits _Y_
Y/N
2. Any information called for by instructions to sub-item 77Q2 _N_
Y/N
3. Any information called for by instructions to sub-item 77Q3 _N_
Y/N
SCREEN NUMBER: 39
__ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __
__ __ __ __ __ __
__ __ __ __ __ __ __ __
79. List the "811" numbers and names of Registrant's wholly-owned
investment
company subsidiaries
consolidated in this report.
811 Number Subsidiary
Name
For period ending March 31, 1998
File number 811-4040
ANNUAL SUPPLEMENT
Page 53 is to be filed only once each year at the end of Registrant's
fiscal year.
105. Fidelity bond(s) in effect at the end of the period:
A. Insurer Name: ICI Mutual Insurance Co.
B. Second Insurer:
C. Aggregate face amount of coverage for Registrant on all bonds on
which
it is named as an insured ($000's omitted) $45,000
106. A. Is the bond part of a joint fidelity bond(s) shared with other
investment
companies
or other entities? Y
Y/N
B. If the answer to 106A is "Y" (Yes), how many other investment
companies
or other
entities are covered by the bond? 67
NOTE: Count each series as a separate investment company.
107. A. Does the mandatory coverage of the fidelity bond have a
deductible? N
Y/N
B. If the answer to 107A is "Y" (Yes), what is the amount of the
deductible? $______
108. A. Were any claims with respect to this Registrant filed under the
bond during the period? N
Y/N
B. If the answer to 108A is "Y" (Yes), what was the total amount of
such
claim(s)? $______
109. A. Were any losses incurred with respect to this Registrant that
could
have
been filed
as a claim under the fidelity bond but were not? N
Y/N
B. If the answer to sub-item 109A is "Y" (Yes), what was the total
amount of
such
losses? ($000's omitted) $______
110. A. Are Registrant's officers and directors covered as officers and
directors of
Registrant under any errors and omissions insurance policy
owned by
the
Registrant
or anyone else? Y
Y/N
B. Were any claims filed under such policy during the period with
respect to
Registrant? N
Y/N
<PAGE>
FORM 10f-3 FUND: PaineWebber Utility Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Boston Properties
2. Date of Purchase: 6/17/97 3. Date offering
commenced: 6/18/97
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PWJ
6. Aggregate principal amount of purchase: 50,000
7. Aggregate principal amount of offering: 785,000,000
8. Purchase price (net of fees and expenses): $25
9. Initial public offering price: $25
10. Commission, spread or profit: % $.95
11. Have the following conditions
been satisfied?
YES
NO
a. The securities are part
of an issue registered
under the Securities
Act of 1933 which is
being offered to the
public or are
"municipal securities"
as defined in Section
3(a)(29) of the
Securities Exchange
Act of 1934.
___X___
_______
b. The securities were
purchased prior to
the end of the end
first full business day
of the offering at
not more than the
initial offering price
(or, if a rights
offering, , the
securities were
purchased on or
before the fourth day
preceding the day on
which the offering
terminated).
___X __
_______
c. The underwriting was
a firm commitment
underwriting.
____X___
_______
d. The commission,
spread or profit was
reasonable and fair in
relation to that being
received by others for
underwriting similar
securities during the
same period.
___X____
_______
e. (1) If securities are
registered under the
Securities Act of
1933, the issuer of the
securities and its
predecessor have been
in continuous
operation for not less
than three years.
___X____
_______
(2) If securities are
municipal securities,
the issue of securities
has received an
investment grade
rating from a
nationally recognized
statistical rating
organization or, if the
issuer or entity
supplying the
revenues from which
the issue is to be paid
shall have been in
continuous operation
for less than three
years (including any
predecessor), the
issue has received
one of the three
highest ratings from at
least one such rating organization.
_______
_______
f. The amount of such
securities purchased
by all of the
investment companies
advised by Mitchell
Hutchins did not
exceed 4% of the
principal amount of
the offering or
$500,000 in principal
amount, whichever is
greater, provided that
in no event did such
amount exceed 10%
of the principal
amount of the
offering.
___X___
_______
g. The purchase price
was less than 3% of
the Fund's total assets.
___X____
_______
h. No Affiliated
Underwriter was a
direct or indirect
participant in or
beneficiary of the sale
or, with respect to
municipal securities,
no purchases were
designated as group
sales or otherwise
allocated to the
account of any
Affiliated
Underwriter.
___X___
_______
Approved: Date: 6-19-97
<PAGE>
FORM 10f-3 FUND: PaineWebber Utility Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Equity Office
2. Date of Purchase: 7/1/97 3. Date offering
commenced: 7/7/97
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $50,400
7. Aggregate principal amount of offering: 525,000,000
8. Purchase price (net of fees and expenses): $21
9. Initial public offering price: $21
10. Commission, spread or profit: % $.82
11. Have the following conditions
been satisfied?
YES
NO
a. The securities are part
of an issue registered
under the Securities
Act of 1933 which is
being offered to the
public or are
"municipal securities"
as defined in Section
3(a)(29) of the
Securities Exchange
Act of 1934.
___X____
_______
b. The securities were
purchased prior to
the end of the end
first full business day
of the offering at
not more than the
initial offering price
(or, if a rights
offering, , the
securities were
purchased on or
before the fourth day
preceding the day on
which the offering
terminated).
___X____
_______
c. The underwriting was
a firm commitment
underwriting.
___X____
_______
d. The commission,
spread or profit was
reasonable and fair in
relation to that being
received by others for
underwriting similar
securities during the
same period.
___X___
_______
e. (1) If securities are
registered under the
Securities Act of
1933, the issuer of the
securities and its
predecessor have been
in continuous
operation for not less
than three years.
___X____
_______
(2) If securities are
municipal securities,
the issue of securities
has received an
investment grade
rating from a
nationally recognized
statistical rating
organization or, if the
issuer or entity
supplying the
revenues from which
the issue is to be paid
shall have been in
continuous operation
for less than three
years (including any
predecessor), the
issue has received
one of the three
highest ratings from at
least one such rating organization.
_______
_______
f. The amount of such
securities purchased
by all of the
investment companies
advised by Mitchell
Hutchins did not
exceed 4% of the
principal amount of
the offering or
$500,000 in principal
amount, whichever is
greater, provided that
in no event did such
amount exceed 10%
of the principal
amount of the
offering.
___X____
_______
g. The purchase price
was less than 3% of
the Fund's total assets.
___X____
_______
h. No Affiliated
Underwriter was a
direct or indirect
participant in or
beneficiary of the sale
or, with respect to
municipal securities,
no purchases were
designated as group
sales or otherwise
allocated to the
account of any
Affiliated
Underwriter.
___X____
_______
Approved: Date: 7/8/97
<PAGE>
FORM 10f-3
Registered Domestic Securities
FUND: PaineWebber Utility Income Fund
Record of Securities Purchased Under the Fund's Rule
10f-3 Procedures
1. Issuer: Vornado Realty
2. Date of Purchase: 10/21/97 3.
Date offering
commenced: 10/21/97
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in
syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $347,500
7. Aggregate principal amount of offering:
$450,000,000
8. Purchase price (net of fees and expenses): $45
9. Initial public offering price: $45
10. Commission, spread or profit: % $1.20
11. Have the following conditions
been satisfied?
YES
NO
a. The securities are part
of an issue registered
under the Securities
Act of 1933 which is
being offered to the
public.
___X___
_______
b. The securities were
purchased prior to
the end of the end
first full business day
of the offering at
not more than the
initial offering price
(or, if a rights
offering, , the
securities were
purchased on or
before the fourth day
preceding the day on
which the offering
terminated).
___X____
_______
c. The securities were
purchased at a price
not more than the
price paid by each
other purchaser in the
offering.
___X____
_______
d. The underwriting was
a firm commitment
underwriting,
___X____
_______
e. The commission,
spread or profit was
reasonable and fair in
relation to that being
received by others for
underwriting similar
securities during the
same period.
___X____
________
f. The issuer of the
securities and any
predecessor have been
in continuous
operation for not less
than three years .
___X____
_______
g. The amount of such
securities purchased
by all of the
investment companies
advised by Mitchell
Hutchins (of the
Fund's Sub-Adviser,
if applicable) did not
exceed 25% of the
principal amount of
the offering.
___X____
________
h. No Affiliated
Underwriter was a
direct or indirect
participant in or
beneficiary of the sale.
___X____
_______
Note: Refer to the Rule 10f-3 Procedures for the
definitions of the
capitalized terms
above. In particular, "Affiliated Underwriter" is defined
as Paine Webber
Group Inc.
and any of its affiliates, including PaineWebber
Incorporated. In the case
of a Fund
advised by a Sub-Adviser, "Affiliated Underwriter" shall
also include any
brokerage
affiliate of the Sub-Adviser.
Approved: Date: 11/3/97
<PAGE>
Exhibit 77Q(1)
PAINEWEBBER MANAGED INVESTMENTS
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
Investments
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
Investments 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 a reasonable time 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.
<PAGE>
Schedule A
Series of the Trust
PaineWebber Asia Pacific Growth Fund
PaineWebber High Income Fund
PaineWebber Investment Grade Income Fund
PaineWebber Low Duration U.S. Government Income
Fund
PaineWebber U.S. Government Income Fund
PaineWebber Utility Income Fund
Classes of Shares of Each Series
An unlimited number of shares of beneficial interest have
been established
by the Board
as Class A shares, Class B shares, Class C shares and
Class Y shares of
each of the above
Series. Each of the Class A shares, Class B shares, Class
C shares and
Class Y shares of
a Series represents interests in the assets of only that
Series and has the
same preferences,
conversion and other rights, voting powers, restrictions,
limitations as to
dividends,
qualifications and terms and conditions of redemption of
shares, except as
provided in the
Trust's Declaration of Trust and as set forth below with
respect to the
Class B shares of
each Series:
1. Each Class B share, other than a share purchased
through the
reinvestment
of a dividend or a distribution with respect to the
Class B share,
shall be
converted automatically, and without any action or
choice on the
part of
the holder thereof, into Class A shares of the same
Series, based on
the
relative net asset value of each such class at the
time of the
calculation of
the net asset value of such class of shares on the
date that is the
first
Business Day (as defined in the Series' prospectus
and/or statement
of
additional information) of the month in which the
sixth anniversary
of the
issuance of such Class B shares occurs (which, for
the purpose of
calculating the holding period required for
conversion, shall mean
(i) the
date on which the issuance of such Class B shares
occurred or (ii)
for Class
B shares obtained through an exchange, the date
on which the
issuance of
the Class B shares of an eligible PaineWebber fund
occurred, if
such shares
were exchanged directly, or through a series of
exchanges for the
Series'
Class B shares (the "Conversion Date")).
2. Each Class B share purchased through the
reinvestment of a
dividend or a
distribution with respect to the Class B shares and
the dividends
and
distributions on such shares shall be segregated in
a separate
sub-account
on the stock records of the Series for each of the
holders of record
thereof.
On any Conversion Date, a number of the shares
held in the
sub-account of
the holder of record of the share or shares being
converted,
calculated in
accordance with the next following sentence, shall
be converted
automatically, and without any action or choice on
the part of the
holder
thereof, into Class A shares of the same Series.
The number of
shares in
the holder's sub-account so converted shall bear
the same relation
to the
total number of shares maintained in the
sub-account on the
Conversion
Date as the number of shares of the holder
converted on the
Conversion
Date pursuant to Paragraph 2(a) hereof bears to
the total number
of Class
B shares of the holder on the Conversion Date not
purchased
through the
automatic reinvestment of dividends or
distributions with respect to
the
Class B shares.
3. The number of Class A shares into which a Class
B share is
converted
pursuant to paragraphs 1 and 2 hereof shall equal
the number
(including for
this purpose fractions of a share) obtained by
dividing the net asset
value
per share of the Class B shares for purposes of
sales and
redemptions
thereof at the time of the calculation of the net
asset value on the
Conversion Date by the net asset value per share
of the Class A
shares for
purposes of sales and redemptions thereof at the
time of the
calculation of
the net asset value on the Conversion Date.
4. On the Conversion Date, the Class B shares
converted into Class
A shares
will cease to accrue dividends and will no longer
be outstanding
and the
rights of the holders thereof will cease (except the
right to receive
declared
but unpaid dividends to the Conversion Date).
For purposes of Paragraph 1 above, the term "eligible
PaineWebber fund"
includes any
and all mutual funds for which PaineWebber
Incorporated or Mitchell
Hutchins Asset
Management Inc. serves as investment adviser that offer
shares with a
contingent deferred
sales charge imposed upon certain redemptions of such
shares and that
are exchangeable
with the Class B shares of the Series.
<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.
A. 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
<PAGE>
PaineWebber Managed Investments Trust
Attachment 1
1. The principal place of business of PaineWebber
Managed Investments
Trust
("Trust") is:
1285 Avenue of the Americas
New York, New York 10019
2. The Trustees of the Trust and their business
addresses* are:
Margo N. Alexander
Richard Q. Armstrong
78 West Brother Drive
Greenwich, CT 06830
E. Garrett Bewkes, Jr.
Richard R. Burt
1101 Connecticut Avenue, N.W.
Washington, D. C. 20036
Mary C. Farrell
Meyer Feldberg
Columbia University
101 Uris Hall
New York, New York 10027
George W. Gowen
666 Third Avenue
New York, New York 10017
Frederic V. Malek
1455 Pennsylvania Avenue, N.W.
Suite 350
Washington, D. C. 20004
Carl W. Schafer
P. O. Box 1164
Princeton, N. J. 08542
* Unless otherwise indicated, the business address of
each Trustee is
1285 Avenue of the Americas, New York, New York
10019
<PAGE>
Exhibit 77Q(1)
PAINEWEBBER MANAGED INVESTMENTS
TRUST
A Massachusetts Business Trust
RESTATED BY-LAWS
November 19, 1997
<PAGE>
BY-LAWS OF PAINEWEBBER MANAGED
INVESTMENTS 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 Investments 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.
