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<PAGE> PAGE 2
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008 A00AA01 MITCHELL HUTCHINS ASSET MANAGEMENT INC.
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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 7
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<PAGE> PAGE 9
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<PAGE> PAGE 10
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SIGNATURE PAUL SCHUBERT
TITLE TREASURER
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<CIK> 0000759729
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
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<CIK> 0000759729
<NAME> PAINEWEBBER OLYMPUS FUND
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
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<CIK> 0000759729
<NAME> PAINEWEBBER OLYMPUS FUND
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<PER-SHARE-NAV-END> 21.72
<EXPENSE-RATIO> 2.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000759729
<NAME> PAINEWEBBER OLYMPUS FUND
<SERIES>
<NUMBER> 1
<NAME> GROWTH CLASS Y
<MULTIPLIER> 1000
<S> <C>
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<FISCAL-YEAR-END> AUG-31-1998
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<PERIOD-END> FEB-28-1998
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<INVESTMENTS-AT-VALUE> 25159
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<APPREC-INCREASE-CURRENT> 1897
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<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (4929)
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<OVERDISTRIB-NII-PRIOR> (195)
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</TABLE>
For period ending February 28, 1998
File number 811-4180
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/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 N
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 February 28, 1998
File number 811-4180
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 subsidiariesconsolidated in this
report.
811 Number Subsidiary
Name
<PAGE>
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's
Rule 10f-3 Procedures
1. Issuer: Knoll INc.
2. Date of Purchase: 5/09/97
3. Date offering commenced: 5/09/97
4. Underwriters from whom purchased: Merrill
Lynch
5. "Affiliated Underwriter" managing or
participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase:
$1,868,000
7. Aggregate principal amount of offering:
$136,000,000
8. Purchase price (net of fees and expenses): $17
9. Initial public offering price: $17
10. Commission, spread or profit: %
$0.60
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.
N/A
___
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: Ellen R. Harris Date:
5/12/97<PAGE>
FORM 10f-3
FUND: PW Growth
Record of Securities Purchased Under the Fund's
Rule 10f-3 Procedures
1. Issuer: Santa Fe International
2. Date of Purchase: 6/9/97
3.
Date offering commenced: 6/9/97
4. Underwriters from whom purchased: Goldman
Sachs
5. "Affiliated Underwriter" managing or
participating
in syndicate: PaineWebber
6. Aggregate principal amount of purchase:
$128,000
7. Aggregate principal amount of offering:
$1,140,000,000
8. Purchase price (net of fees and expenses): $28.5
9. Initial public offering price: $28.5
10. Commission, spread or profit: %
$0.80
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.
N/A
___
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: Ellen R. Harris Date:
6/12/97<PAGE>
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's
Rule 10f-3 Procedures
1. Issuer: Santa Fe International
2. Date of Purchase: 6/9/97
3. Date offering commenced: 6/9/97
4. Underwriters from whom purchased:
Wasserstein Parrello
5. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber
6. Aggregate principal amount of purchase:
$42,750
7. Aggregate principal amount of offering:
$1,140,000,000
8. Purchase price (net of fees and expenses): $28.5
9. Initial public offering price: $28.5
10. Commission, spread or profit: %
$0.80
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.
N/A
___
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: Ellen R. Harris Date:
6/12/97<PAGE>
FORM 10f-3 FUND: PW Growth
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: 6/17/96
4. Underwriters from whom purchased: Merrill
Lynch
5. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber
6. Aggregate principal amount of purchase:
$345,000
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: %
$0.95
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.
N/A
___
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: Ellen R. Harris Date:
6/19/97<PAGE>
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's
Rule 10f-3 Procedures
1. Issuer: MCN Energy Group
2. Date of Purchase: 6/24/97
3. Date offering commenced: 6/24/97
4. Underwriters from whom purchased: Merrill
Lynch
5. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber
6. Aggregate principal amount of purchase:
$658,225
7. Aggregate principal amount of offering:
$247,562,500
8. Purchase price (net of fees and expenses): $29.5
9. Initial public offering price: $29.5
10. Commission, spread or profit: %
$0.50
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.
N/A
___
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: Ellen R. Harris Date:
6/30/97<PAGE>
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's
Rule 10f-3 Procedures
1. Issuer: Lear Corp
2. Date of Purchase: 6/24/97
3. Date offering commenced: 6/24/97
4. Underwriters from whom purchased: Lehman
Bros.
5. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber
6. Aggregate principal amount of purchase:
$2,000,000
7. Aggregate principal amount of offering:
$411,200,000
8. Purchase price (net of fees and expenses):$40
9. Initial public offering price:$40
10. Commission, spread or profit: %
$.72
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.
N/A
___
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: Ellen R. Harris Date:
6/30/97<PAGE>
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's
Rule 10f-3 Procedures
1. Issuer: Equity Office
2. Date of Purchase: 7/8/97
3. Date offering commenced: 7/8/97
4. Underwriters from whom purchased: Merrill
Lynch
5. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber
6. Aggregate principal amount of purchase:
$252,000
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: %
$0.82
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.
N/A
___
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: Ellen R. Harris Date:
7/8/97<PAGE>
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's
Rule 10f-3 Procedures
1. Issuer: Ispat International
2. Date of Purchase: 8/7/97
3. Date offering commenced: 8/7/97
4. Underwriters from whom purchased: First
Boston
5. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber
6. Aggregate principal amount of purchase:
$729,000
7. Aggregate principal amount of offering:
$519,750,000
8. Purchase price (net of fees and expenses): $27
9. Initial public offering price: $27
10. Commission, spread or profit: %
$0.50
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.
N/A
___
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: Ellen R. Harris Date:
8/7/97<PAGE>
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's
Rule 10f-3 Procedures
1. Issuer: Steel Dynamics
2. Date of Purchase: 8/13/97
3. Date offering commenced: 8/13/97
4. Underwriters from whom purchased: Morgan
Stanley
5. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber
6. Aggregate principal amount of purchase:
$1,312,500
7. Aggregate principal amount of offering:
$210,000,000
8. Purchase price (net of fees and expenses): $25
9. Initial public offering price: $25
10. Commission, spread or profit: %
$0.60
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.
N/A
___
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: Ellen R. Harris Date:
8/14/97<PAGE>
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's
Rule 10f-3 Procedures
1. Issuer: Security Capital
2. Date of Purchase: 9/18/97
3. Date offering commenced: 9/18/97
4. Underwriters from whom purchased: J.P.
Morgan
5. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber
6. Aggregate principal amount of purchase:
$280,000
7. Aggregate principal amount of offering:
$422,800,000
8. Purchase price (net of fees and expenses): $28
9. Initial public offering price: $28
10. Commission, spread or profit: %
$1.10
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.
N/A
___
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: Ellen R. Harris Date:
9/30/97<PAGE>
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's
Rule 10f-3 Procedures
1. Issuer: Petersen Co.
2. Date of Purchase: 10/1/97
3. Date offering commenced: 10/1/97
4. Underwriters from whom purchased: Morgan
Stanley
5. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber
6. Aggregate principal amount of purchase:
$131,250
7. Aggregate principal amount of offering:
$122,500,000
8. Purchase price (net of fees and expenses): $17.5
9. Initial public offering price: $17.5
10. Commission, spread or profit: %
$0.72
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.
N/A
___
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: Ellen R. Harris Date:
10/2/97<PAGE>
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's
Rule 10f-3 Procedures
1. Issuer: Jevic Transportation
2. Date of Purchase: 10/7/97
3. Date offering commenced: 10/7/97
4. Underwriters from whom purchased: B.T. Alex
Brown
5. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber
6. Aggregate principal amount of purchase:
$135,000
7. Aggregate principal amount of offering:
$57,000,000
8. Purchase price (net of fees and expenses): $15
9. Initial public offering price: $15
10. Commission, spread or profit: %
$0.63
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.
N/A
___
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: Ellen R. Harris Date:
10/7/97<PAGE>
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's
Rule 10f-3 Procedures
1. Issuer: Stoneridge
2. Date of Purchase: 10/9/97
3. Date offering commenced: 10/9/97
4. Underwriters from whom purchased: Morgan
Stanley
5. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber
6. Aggregate principal amount of purchase:
$253,000
7. Aggregate principal amount of offering:
$102,375,000
8. Purchase price (net of fees and expenses): $17.5
9. Initial public offering price: $17.5
10. Commission, spread or profit: %
$.74
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.
N/A
___
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: Ellen R. Harris Date:
10/10/97
FORM 10f-3
Registered Domestic Securities
FUND: PW Growth Fund
1. Issuer: Varnado 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:
$1,080,000
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 that is being offered to
the
public.
X
___
b. The securities were purchased prior to
the end of the
end first day on which any sales were made
(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 (or
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 PaineWebber Group Inc.
and any of its affiliates, including PaienWebber
incorporated. In
the case of a Fund advised by a Sub-Advisor,
"Affiliated Underwriter" shall also include any
brokerage affiliate of the
Sub-Adviser.
Approved: Ellen R. Harris Date:
11/3/97<PAGE>
FORM 10f-3
Registered Domestic Securities
FUND: PW Growth Fund
1. Issuer: Mettler Toledo
2. Date of Purchase: 11/13/97
3. Date offering commenced: 11/13/97
4. Underwriters from whom purchased: Merrill
Lynch
5. "Affiliated Underwriter" managing or
participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$840,000
7. Aggregate principal amount of offering:
$93,324, 00
8. Purchase price (net of fees and expenses): $14
9. Initial public offering price: $14
10. Commission, spread or profit: %
$.55
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue
registered under the
Securities Act of 1933 that is being offered to
the
public.
X
___
b. The securities were purchased prior to
the end of the
end first day on which any sales were made
(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 (or
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 PaineWebber Group Inc.
and any of its affiliates, including PaienWebber
incorporated. In
the case of a Fund advised by a Sub-Advisor,
"Affiliated Underwriter" shall also include any
brokerage affiliate of the
Sub-Adviser.
Approved: Ellen R. Harris Date:
11/17/97
FORM 10f-3
Registered Domestic Securities
FUND: PW Growth Fund
1. Issuer: America Skiing
2. Date of Purchase: 11/6/97
3. Date offering commenced: 11/6/97
4. Underwriters from whom purchased: DLJ
5. "Affiliated Underwriter" managing or
participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$1,638,000
7. Aggregate principal amount of offering:
$265,500,000
8. Purchase price (net of fees and expenses): $18
9. Initial public offering price: $18
10. Commission, spread or profit: %
$.68
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue
registered under the
Securities Act of 1933 that is being offered to
the
public.
X
___
b. The securities were purchased prior to
the end of the
end first day on which any sales were made
(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 (or
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 PaineWebber Group Inc.
and any of its affiliates, including PaienWebber
incorporated. In
the case of a Fund advised by a Sub-Advisor,
"Affiliated Underwriter" shall also include any
brokerage affiliate of the
Sub-Adviser.
Approved: Ellen R. Harris Date:
11/17/97<PAGE>
PAINEWEBBER OLYMPUS FUND
AMENDED AND RESTATED
DECLARATION OF TRUST
DECLARATION OF TRUST, made at Boston,
Massachusetts, this 31st day of October 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 Olympus Fund." 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 Olympus
Fund 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 Growth 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 Olympus Fund
Attachment 1
1. The principal place of business of PaineWebber
Olympus Fund ("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
PAINEWEBBER OLYMPUS FUND
A Massachusetts Business Trust
RESTATED BY-LAWS
November 19, 1997
<PAGE>
BY-LAWS OF PAINEWEBBER OLYMPUS
FUND
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
Olympus Fund, 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.
