AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
("Declaration of Trust") is made at Boston, Massachusetts this 28th day of July,
2000, by the Trustees hereunder, and by the holders of shares of beneficial
interest to be issued hereunder as hereinafter provided.
WITNESSETH that
WHEREAS, this Trust has been formed as a voluntary association with
transferable shares under the laws of the Commonwealth of Massachusetts to carry
on the business of an investment company; and
WHEREAS, the Trustees have agreed to manage all property coming into
their hands as Trustees of a voluntary association in the form of a
Massachusetts business trust in accordance with the provisions hereinafter set
forth.
NOW THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets that they may from time to time acquire in any
manner as Trustees hereunder in Trust to manage and dispose of the same upon the
following terms and conditions for the pro rata benefit of the holders from time
to time of Shares of the applicable Series in this Trust as hereinafter set
forth.
FIRST: Name.
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The name of the Trust shall be known as Liberty-Stein Roe Funds
Investment Trust and the Trustees shall conduct the business of the Trust under
that name or any other name as they may from time to time determine.
SECOND: Purposes.
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The purposes for which the Trust is formed are:
(1) To engage in the business of a management investment company;
(2) To invest and reinvest in, to buy or otherwise acquire, to
hold, for investment or otherwise, to sell or otherwise
dispose of, to lend or to pledge, to trade in or deal in,
securities or interests of all kinds, or obligations of all
kinds, or rights, warrants, or contracts, and to acquire such
securities, interests, or obligations, of or guaranteed by any
private or public company, corporation, association, general
or limited partnership, trust or other enterprise or
organization, foreign or domestic, or of or guaranteed by any
national, state or local government, foreign or domestic, or
their agencies, instrumentalities or subdivisions, including
but not limited to bonds, debentures, preferred stocks, common
stocks, convertible securities, bills, time notes and all
other evidences of indebtedness; negotiable or non-negotiable
instruments; options; futures contracts and options on futures
contracts; government securities; and money market
instruments, including but not limited to bank certificates of
deposit, finance paper, commercial paper, bankers'
acceptances, and all kinds of repurchase agreements, of any
corporation, company, trust, association, firm or other
business organization, however established, and of any county,
state, municipality or other political subdivision, or of any
other governmental or quasi-governmental agency or
instrumentality;
(3) To invest and reinvest in, to buy or otherwise acquire, to
hold, for investment or otherwise, to sell or otherwise
dispose of, foreign currencies, funds, and exchange, and to
make deposits in banks, savings banks, trust companies, and
savings and loan associations, foreign or domestic;
(4) To exercise all rights, powers, and privileges as owner of any
securities, property, or assets which might be exercised by
any individual owning such securities, property, or assets in
his own right;
(5) To acquire (by purchase, lease, or otherwise) and to hold,
use, maintain, develop, and dispose of (by sale or otherwise)
any property, real or personal, and any interest therein;
(6) To aid by further investment any corporation, company, trust,
association, or firm, any obligation of or interest in which
is held by the Trust or in the affairs of which the Trust has
any direct or indirect interest; to do all acts and things
designed to protect, preserve, improve, or enhance the value
of such obligation or interest; to guarantee or become surety
on any or all of the contracts, stocks, bonds, notes,
debentures, and other obligations of any such corporation,
company, trust, association, or firm; and
(7) In general, to carry on any other business in connection with
or incidental to any of the foregoing objects and purposes,
and to engage in any and all lawful business except as may be
prohibited to be engaged in by a business trust organized
under the laws of the Commonwealth of Massachusetts as in
force from time to time, to do everything necessary, suitable,
or proper for the accomplishment of any purpose or attainment
of any object or furtherance of any power hereinbefore set
forth, either alone or in association with others, and to do
every other act or thing incidental or appurtenant to or
growing out of or connected with the aforesaid business or
purposes, objects, or powers.
The Trust shall have the power to conduct and carry on its business, or
any part thereof, and to have one or more offices, and to exercise any or all of
its trust powers and rights, in the Commonwealth of Massachusetts, in any other
states, territories, districts, colonies, and dependencies of the United States,
and in any or all foreign countries.
The foregoing clauses shall be construed both as objects and powers,
and the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trust.
THIRD: Address and Resident Agent.
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The post office address of the principal office of the Trust in the
Commonwealth of Massachusetts is:
c/o CT Corporation System
2 Oliver Street
Boston, Massachusetts 02109
or such other office as the Board of Trustees may from time to time designate.
The name and post office address of the resident agent of the Trust in
the Commonwealth of Massachusetts is:
c/o CT Corporation System
2 Oliver Street
Boston, Massachusetts 02109
or such other person as the Board of Trustees may from time to time designate.
Such resident agent is a Massachusetts corporation.
FOURTH: Shares.
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A. Definition. "Shares" means the equal proportionate
transferable units of interest into which the beneficial
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interest in the Trust or in the Trust property belonging to any series of the
Trust or in any class of Shares of the Trust (as the context may require) shall
be divided from time to time.
B. Division of Beneficial Interest. The Shares of the Trust shall be
issued in one or more series as the Trustees may, without Shareholder approval,
authorize. The Trustees may, without Shareholder approval, divide the Shares of
any series into two or more classes, Shares of each such class having such
preferences or special or relative rights or privileges (including conversion
rights, if any) as the Trustees may determine and as are not inconsistent with
any provision of this Declaration of Trust. Each series shall be preferred over
all other series in respect of the assets allocated to that series. The
beneficial interest in each series shall at all time be divided into Shares,
without par value, each of which shall, except as the Trustees may otherwise
authorize in the case of any series that is divided into two or more classes,
represent an equal proportionate interest in the series with each other Share of
the same series, none having priority or preference over another. The number of
Shares authorized shall be unlimited, and the Shares so authorized may be
represented in part by fractional shares. The Trustees may from time to time
divide or combine the Shares of any series or class into a greater or lesser
number without thereby changing the proportionate beneficial interests in the
series or class.
C. Ownership of Shares. The ownership of Shares shall be recorded on
the books of the Trust or its transfer or similar agent. No certificates
certifying the ownership of Shares shall be issued except as the Board of
Trustees may otherwise determine from time to time. The Trustees may make such
rules as they consider appropriate for the issuance of Share certificates, the
transfer of Shares of each series and class and similar matters. The record
books of the Trust as kept by the Trust or any transfer or similar agent of the
Trust, as the case may be, shall be conclusive as to who are the Shareholders of
each series and class and as to the number of Shares of each series and class
held from time to time by each Shareholder.
D. Investments in the Trust; Assets of the Series. The Trustees
shall accept investments in the Trust from such persons
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and on such terms and for such consideration as they from time to time
authorize.
All consideration received by the Trust for the issue or sale of Shares
of each series, together with all income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or liquidation
thereof, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably belong to the
series of Shares with respect to which the same were received by the Trust for
all purposes, subject only to the rights of creditors, and shall be so handled
upon the books of account of the Trust and are hereinafter referred to as
"assets of" such series.
E. No Preemptive Rights. Shareholders shall have no
preemptive or other right to receive, purchase or subscribe for
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any additional Shares or other securities issued by the Trust.
F. Status of Shares and Limitation of Personal Liability. Shares shall
be deemed to be personal property giving only the rights provided in this
instrument. Every Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented to and agreed to the terms hereof and to have
become a party hereto. The death of a Shareholder during the continuance of the
Trust shall not operate to terminate the same nor entitle the representative of
any deceased Shareholder to an accounting or to take any action in court or
elsewhere against the Trust or the Trustees, but only to the rights of said
decedent under this Trust. Ownership of Shares shall not 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, nor any officer, employee or agent of the Trust, shall have any
power to bind personally any Shareholder, nor, except as specifically provided
herein, to call upon any Shareholder for the payment of any sum of money or
assessment whatsoever other than such as the Shareholder may at any time
personally agree to pay.
G. Derivative Claims. No Shareholder shall have the right to bring or
maintain any court action, proceeding or claim on behalf of the Trust or any
series without first making demand on the Trustees requesting the Trustees to
bring or maintain such action, proceeding or claim. Such demand shall be excused
only when the plaintiff makes a specific showing that irreparable injury to the
Trust or series would otherwise result. Such demand shall be mailed to the
Secretary of the Trust at the Trust's principal office and shall set forth in
reasonable detail the nature of the proposed court action, proceeding or claim
and the essential facts relied upon by the Shareholder to support the
allegations made in the demand. The Trustees shall consider such demand within
45 days of its receipt by the Trust. In their sole discretion, the Trustees may
submit the matter to a vote of Shareholders of the Trust or series, as
appropriate. Any decision by the Trustees to bring, maintain or settle (or not
to bring, maintain or settle) such court action, proceeding or claim, or to
submit the matter to a vote of Shareholders, shall be made by the Trustees in
their business judgment and shall be binding upon the Shareholders.
FIFTH: Issue, Redemption, and Repurchase of Shares.
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SECTION I
ISSUE OF THE TRUST'S SHARES
1.01. Price. No Shares shall be issued or sold by the Trust, except as
a share dividend distributed to Shareholders of such series, for less than an
amount which would result in proceeds to the Trust, in connection with such
transaction, of at least the net asset value per share of such series,
determined as set forth in Section III hereof. The net asset value per share
applicable to any such transaction shall be the net asset value per share of
such series or class next determined after receipt of an unconditional order for
purchase of Shares of such series or class; except that, subject to applicable
rules and regulations, if any, of the Securities and Exchange Commission or any
other governmental body having similar jurisdiction over the Trust (the "SEC"),
the Board of Trustees may prescribe that requests for purchase received prior to
a time of day (the "cutoff time") preceding the time of day prescribed for
determination of net asset value per share of such series or class shall be
transacted at the net asset value per share next determined and that requests
for purchase received after the cutoff time and before the time for
determination of the next net asset value per share shall be transacted at the
net asset value per share next determined after the next net asset value per
share of such series or class. The criteria for determining what constitutes an
unconditional order for purchase of Shares of a series or class and the receipt
of such an order shall be prescribed by the Board of Trustees. All Shares, when
issued in accordance with the terms of this Section I, shall be fully paid and
nonassessable.
SECTION II
REDEMPTION AND REPURCHASE OF THE TRUST'S SHARES
2.01. Redemption of Shares. Any Shares may be redeemed at the option of
the holder of such Shares and, to the extent permitted in Section 2.06 hereof,
at the option of the Trust, at the redemption price for such Shares, determined
in the manner set out in this Declaration of Trust or in any amendment hereto.
Unless otherwise provided by resolution of the Board of Trustees, Shares
redeemed shall be cancelled. Redeemed Shares which have not been cancelled may
be resold by the Trust. The Trust shall redeem Shares subject to the conditions
and at the price determined as hereinafter set forth.
2.02. Price. Shares shall be redeemed at the net asset value per share
of the appropriate series or class, determined as set forth in Section III
hereof; provided, however, that with respect to Shares of any series or class of
the Trust that is authorized after October 29, 1996, that the amount payable by
the Trust upon redemption shall be reduced by such redemption fee, if any, as
the Trustees may authorize. The net asset value per share applicable to any such
redemption of Shares shall be the net asset value per share next determined
after receipt of a request for redemption of such Shares in proper form, except
that, subject to applicable rules and regulations, if any, of the SEC, the Board
of Trustees may prescribe that requests for redemption received prior to the
cutoff time preceding the time of day prescribed for determination of net asset
value per share of such series shall be transacted at the net asset value per
share next determined and that requests for redemption after the cutoff time and
before the time for determination of the next net asset value per share shall be
transacted at the net asset value per share next determined after the next net
asset value per share. The criteria for determining what constitutes a proper
request for redemption of Shares and the receipt of such request for redemption
shall be prescribed by the Board of Trustees.
2.03. Payment. Subject to the provisions of Section 2.04 hereof,
payment for Shares shall be made in cash to, or upon the direction of, the
Shareholder of record within seven calendar days after the date of receipt of
(a) a written, unconditional and irrevocable instruction of the Shareholder to
redeem, in a form acceptable to the Trust or its designated agent, together with
any certificates which may have been issued therefor, endorsed or accompanied by
proper instrument of transfer, and such other documents as the Trust or its
designated agent may require or (b) such other direction or authorization of
redemption by the Shareholder as the Board of Trustees shall authorize. Subject
to applicable rules and regulations, if any, of the SEC, the Trust may pay the
redemption price for such Shares in whole or in part by a distribution in kind
of securities from the portfolio of the Trust allocated to such series, in lieu
of money, valuing such securities at their value employed for determining the
net asset value governing such redemption price, and selecting the securities in
such manner as the Board of Trustees may determine to be fair and equitable.
2.04. Effect of Suspension of Determination of Net Asset Value. If,
pursuant to Section 3.03 hereof, the Board of Trustees shall declare a
suspension of the determination of net asset value of a particular series or
class, (a) the rights of Shareholders (including those who shall have requested
redemption pursuant to Sections 2.01, 2.02, and 2.03 hereof but for whom the
redemption price shall not yet have been determined) to have Shares redeemed and
paid for by the Trust, and (b) the obligation of the Trust to pay for Shares
previously redeemed, shall be suspended until the termination of such
suspension. Any record holder of Shares not previously redeemed who shall have
his redemption right so suspended may, during the period of such suspension, by
appropriate written notice of revocation at the office or agency where request
for redemption was made, revoke any request or instruction for redemption not
honored and withdraw any certificates tendered for redemption. The redemption
price of Shares for which redemption requests have been made and not revoked
shall be the net asset value of such Shares next determined as set forth in
Section III hereof after the termination of such suspension, and payment shall
be made within seven days after the date upon which the requirements of Section
2.03 were met plus the period during which the determination of net asset value
was suspended.
2.05. Repurchase by Agreement. The Trust may repurchase Shares of the
Trust directly, or through a principal underwriter, if any, or another agent
designated for the purpose, by agreement with the owner thereof at a price not
exceeding the net asset value per share of the appropriate series or class
determined as of the time when the purchase or contract of purchase is made or
the net asset value as of any time which may be later determined pursuant to
Section III hereof, provided payment is not made for the Shares prior to the
time as of which such net asset value is determined. Repurchased Shares may be
resold by the Trust.
2.06. Redemption of Shareholder's Interest. The Trust shall have the
right at its option and at any time to redeem Shares of any Shareholder at the
net asset value thereof determined in accordance with Section III hereof: (i) if
at such time such Shareholder owns fewer Shares than, or Shares having an
aggregate net asset value of less than, an amount determined from time to time
by the Board of Trustees; or (ii) to the extent that such Shareholder owns
Shares of a particular series equal to or in excess of a percentage of the
outstanding Shares of that series (determined without regard to class)
determined from time to time by the Board of Trustees; or (iii) to the extent
that such Shareholder owns Shares of the Trust representing a percentage equal
to or in excess of a percentage of the aggregate number of outstanding Shares of
the Trust or the aggregate net asset value of the Trust determined from time to
time by the Board of Trustees, and subject to the Trust's giving general notice
to all Shareholders of its intention to avail itself of such right, either by
publication in the Trust's prospectus, if any, or by such other means as the
Board of Trustees may determine.
2.07. Additional Provisions Relating to Redemptions and Repurchases.
The completion of redemption of Shares shall constitute a full discharge of the
Trust and the Trustees with respect to such Shares, and the Trustees may require
that any certificate or certificates issued by the Trust to evidence the
ownership of such Shares shall be surrendered to the Trustees for cancellation
or notation.
SECTION III
NET ASSET VALUE OF SHARES
3.01. By Whom Determined. Subject to the provisions of Section 3.04 of
this Article FIFTH, the Board of Trustees shall have the power and duty to
determine from time to time the net asset value per share of the outstanding
Shares of each series or class authorized by the Board of Trustees and any such
determination shall be binding on all parties.
3.02. When Determined. The net asset value of a series or class shall
be determined at such times as the Board of Trustees, subject to applicable
rules and regulations, if any, of the SEC, shall prescribe, provided that such
net asset value shall be determined at least once each week. In the absence of a
resolution of the Board of Trustees, the net asset value of a series or class
shall be determined as of the close of trading on the New York Stock Exchange on
each business day.
3.03. Suspension of Determination of Net Asset Value. The Board of
Trustees may declare a suspension of the determination of net asset value of a
series or class (a) for any period during which trading on the New York Stock
Exchange is restricted, as determined by the SEC, or that Exchange is closed
(other than customary weekend and holiday closings), (b) for any period during
which an emergency exists as a result of which disposal of the investments held
by that series or determination of net asset value of that series is not
reasonably practicable, or (c) for such period as the SEC by order may permit.
Such suspension shall take effect at such time as the Board of Trustees shall
specify and thereafter there shall be no determination of net asset value until
the Board of Trustees shall declare the suspension terminated, except that the
suspension shall terminate in any event on the first day on which (1) the
condition giving rise to the suspension shall have ceased to exist and (2) no
other condition exists under which suspension is authorized under this Section
3.03. Each declaration by the Board of Trustees pursuant to this Section 3.03
shall be consistent with such official rules and regulations, if any, relating
to the subject matter thereof as shall have been promulgated by the SEC. To the
extent not inconsistent with such official rules and regulations, the
determination of the Board of Trustees shall be conclusive.
3.04. Computation of Per Share Net Asset Value.
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a. Net Asset Value Per Share. The net asset value of each share of a
series or class as of any particular time shall be the quotient obtained by
dividing the value of the net assets of the Trust allocated to such series or
class by the total number of shares of such series or class outstanding, rounded
to such extent as the Board of Trustees shall determine from time to time.
b. Value of Trust's Net Assets. The value of the net assets
of the Trust allocated to any series or class as of any
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particular time shall be the value of the assets so allocated less the
liabilities of the Trust so allocated, determined as follows:
(1) each security for which market quotations are readily
available shall be valued at current market value determined
by methods specified by the Board of Trustees;
(2) each other security, including any security within (1) for
which the specified price does not appear to represent a
dependable quotation for such security as of the time of
valuation, shall be valued at a fair value as determined in
good faith by the Board of Trustees;
(3) any cash on hand shall be valued at the face amount thereof;
(4) any cash on deposit, accounts receivable, and cash dividends
and interest declared or accrued and not yet received, any
prepaid expenses, and any other current asset shall be valued
at the face amount thereof, unless the Board of Trustees shall
determine that any such item is not worth its face amount, in
which case such asset shall be valued at a fair value
determined in good faith by the Board of Trustees; and
(5) any other asset shall be valued at a fair value determined in
good faith by the Board of Trustees.
Notwithstanding the foregoing, short-term debt obligations, commercial paper and
repurchase agreements may be, but need not be, valued on the basis of quoted
yields for securities of comparable maturity, quality and type, or on the basis
of amortized cost. The Board of Trustees may appoint persons to assist it in the
determination of the value of assets, liabilities and net asset value per share
of any series or class and to make the actual calculations pursuant to the
direction of the Board of Trustees.
3.05. Miscellaneous. For the purposes of this Section III:
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a. Shares of any series or class issued shall be deemed to be
outstanding commencing immediately after the time for determination of net asset
value per share for purposes of determining their sales price, pursuant to
Section 1.01 hereof, and the net sale price thereof shall thereupon be deemed an
asset of that series or class.
b. Shares for which a request for redemption has been made in proper
form or which are being repurchased by the Trust shall be deemed to be
outstanding up to and including the time as of which the redemption or
repurchase price for such Shares is determined. After such time, they shall be
deemed to be no longer outstanding and the price until paid shall thereupon be
deemed to be a liability of that series or class.
c. Funds on deposit and contractual obligations payable to the Trust in
foreign currency and liabilities and contractual obligations payable by the
Trust in foreign currency shall be taken at the current applicable rate of
exchange as nearly as practicable at the time as of which the net asset value is
computed for the series or class to which such items relate.
SECTION IV
COMPLIANCE WITH INVESTMENT COMPANY ACT OF 1940
Notwithstanding any of the foregoing provisions of this Article FIFTH,
the Board of Trustees may prescribe such other bases and times for determining
the per share net asset value of any series or class of the Trust as it shall
deem necessary or desirable to enable the Trust to comply with any provision of
the Investment Company Act of 1940, or any rule or regulation thereunder, all as
now in effect or hereafter amended or added (the "1940 Act"), including any rule
or regulation adopted by any securities association registered under the
Securities Exchange Act of 1934.
SIXTH: Board of Trustees.
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A. Election. The number of Trustees shall be fixed pursuant
to the By-Laws. Trustees shall be elected by the
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Shareholders, except as otherwise provided herein.
Any vacancy occurring in the Board of Trustees may be filled by the
Trustees, unless immediately after filling any such vacancy, less than
two-thirds of the Trustees then holding office would have been elected to such
office by the Shareholders. The Board of Trustees shall call a meeting of
Shareholders for the purpose of electing Trustees whenever less than a majority
of the Trustees have been elected by Shareholders. Each Trustee elected by the
Shareholders or by the Board of Trustees shall serve until the next meeting of
Shareholders, if any, called for the purpose of reelecting such Trustee or
electing a successor to such Trustee and until the election and qualification of
his or her successor, or until he or she sooner dies, resigns or is removed. A
Trustee may be removed with or without cause (a) at any meeting called for such
purpose by a vote of two-thirds of the outstanding Shares, (b) by the holders of
two-thirds of the outstanding Shares by declaration in writing filed with the
Custodian of the securities of the Trust, or (c) by vote of a majority of the
Trustees then in office.
B. Effect of Death, Resignation, Etc. of a Trustee. The death,
declination, resignation, retirement, removal, or
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incapacity of the Trustees, or any one of them, shall not operate to annul the
Trust or to revoke any existing agency created pursuant to the terms of this
Declaration of Trust.
C. Powers. Subject to the provisions of this Declaration of Trust, the
business of the Trust shall be managed by the Board of Trustees, and they shall
have all powers necessary or convenient to carry out that responsibility.
Without limiting the foregoing, the Board of Trustees may adopt By-Laws not
inconsistent with this Declaration of Trust providing for the conduct of the
business of the Trust and may amend and repeal them to the extent that such
By-Laws do not reserve that right to the Shareholders; they may fill vacancies
in their number, including vacancies resulting from increases in their number,
and may elect and remove such officers and appoint and terminate such agents as
they consider appropriate; they may appoint from their own number, and
terminate, any one or more committees consisting of two or more Trustees,
including an executive committee which may, when the Board of Trustees is not in
session, exercise some or all of the power and authority of the Board of
Trustees as the Trustees may determine; they may appoint an advisory board, the
members of which shall not be Trustees and need not be Shareholders; they may
employ one or more custodians of the assets of the Trust and may authorize such
custodians to employ subcustodians and to deposit all or any part of such assets
in a system or systems for the central handling of securities, retain a transfer
agent or a Shareholder services agent, or both, provide for the distribution of
Shares by the Trust, through one or more principal underwriters or otherwise,
set record dates for the determination of Shareholders with respect to various
matters and in general delegate such authority as they consider desirable to any
officers of the Trust, to any committee of the Board of Trustees and to any
agent or employee of the Trust or to any such custodian or underwriter.
Without limiting the foregoing, the Board of Trustees shall have power
and authority:
(1) To invest and reinvest in securities, options, futures
contracts, options on futures contracts and other property,
and to hold cash uninvested;
(2) To sell, exchange, lend, pledge, mortgage, hypothecate,
write options on and lease any or all of the assets of the
Trust;
(3) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Board of Trustees
shall deem proper, granting to such person or persons such power and discretion
with relation to securities or property as the Board of Trustees shall deem
proper;
(4) To exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities
or other assets;
(5) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in the name
of the Trustees or of the Trust or in the name of a custodian, subcustodian or
other depository or a nominee or nominees or otherwise;
(6) Subject to the provisions of Article Fourth, to allocate assets,
liabilities and expenses of the Trust to a particular series of Shares or to
apportion the same among two or more series, provided that any liabilities or
expenses incurred by a particular series of Shares shall be payable solely out
of the assets of that series; and to the extent necessary or appropriate to give
effect to the preferences and special or relative rights and privileges of any
classes of Shares, to allocate assets, liabilities, income and expenses of a
series to a particular class of Shares of that series or to apportion the same
among two or more classes of Shares of that series;
(7) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer, any security of which is
or was held in the Trust; to consent to any contract, lease, mortgage, purchase
or sale of property by such corporation or issuer, and to pay calls or
subscriptions with respect to any security held in the Trust;
(8) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Board of Trustees
shall deem proper, and to agree to pay, and to pay, such portion of the expenses
and compensation of such committee, depositary or trustee as the Board of
Trustees shall deem proper;
(9) To compromise, arbitrate or otherwise adjust claims in favor
of or against the Trust on any matter in controversy,
including but not limited to claims for taxes;
(10) To enter into joint ventures, general or limited partnerships
and any other combinations or associations;
(11) To borrow funds, securities or other assets;
(12) To endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guarantee or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and pledge the
Trust property or any part thereof to secure any of or all of such obligations
or obligations incurred pursuant to Clause 11 hereof;
(13) To purchase and pay for, entirely out of Trust property, such
insurance as they may deem necessary or appropriate for the conduct of the
business, including without limitation, insurance policies insuring the assets
of the Trust and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers or managers, principal
underwriters, or independent contractors of the Trust individually against all
claims and liabilities of every nature arising by reason of holding, being or
having held any such office or position, or by reason of any action alleged to
have been taken or omitted by any such person as Shareholder, Trustee, officer,
employee, agent, investment adviser or manager, principal underwriter, or
independent contractor, including any action taken or omitted that may be
determined to constitute negligence, whether or not the Trust would have the
power to indemnify such person against such liability;
(14) To pay pensions for faithful service, as deemed appropriate by the
Board of Trustees, and to adopt, establish and carry out pension,
profit-sharing, share bonus, share purchase, savings, thrift and other
retirement, incentive and benefit plans, trusts and provisions, including the
purchasing of life insurance and annuity contracts as a means of providing such
retirement and other benefits, for any or all of the Trustees, officers,
employees, and agents of the Trust;
(15) To pay remuneration to each Trustee for his services, including
reimbursement of expenses incurred, as shall be fixed from time to time by
resolution of the Board of Trustees. Nothing herein contained shall be construed
to preclude any Trustee from serving the Trust in any other capacity and
receiving compensation therefor; and
(16) To do all acts and things appropriate in the furtherance of
the foregoing and in furtherance of the purposes of the
Trust.
The Board of Trustees shall not in any way be bound or limited by any
present or future law or custom in regard to investments by Trustees. Except as
otherwise provided herein or from time to time in the By-Laws, any action to be
taken by the Board of Trustees may be taken by a majority of the Trustees
present at a meeting of the Board of Trustees (a quorum being present), within
or without Massachusetts, including any meeting held by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting, or
by written consents of a majority of the Trustees then in office.
D. Payment of Expenses by Trust. The Board of Trustees is authorized to
pay or to cause to be paid out of the principal or income of the Trust, or
partly out of principal and partly out of income, as they deem appropriate, all
expenses, fees, charges, taxes and liabilities incurred or arising in connection
with the Trust, or in connection with the management thereof, including, but not
limited to, the Trustees' compensation and such expenses and charges for the
services of the Trust's officers, employees, investment adviser or manager,
principal underwriter, auditor, counsel, custodian, transfer agent, Shareholder
servicing agent, and such other agents or independent contractors and such other
expenses and charges as the Board of Trustees may deem necessary or proper to
incur, provided, however, that all expenses, fees, charges, taxes and
liabilities incurred or arising in connection with a particular series of
Shares, as determined by the Board of Trustees, shall be payable solely out of
the assets of that series.
E. Ownership of Assets of the Trust. Title to all of the
assets of the Trust, including all assets allocated to each
---------------------------------
series of Shares, shall at all times be considered as vested in the Board of
Trustees.
F. Advisory, Management and Distribution. Subject to a vote meeting the
requirements of the 1940 Act, the Board of Trustees may, at any time and from
time to time, contract for exclusive or nonexclusive advisory and/or management
services for the Trust or for any series or class with any partnership,
corporation, trust, association or other organization (the "Adviser"), every
such contract to comply with such requirements and restrictions as may be set
forth in the By-Laws; and any such contract may contain such other terms
interpretive of or in addition to said requirements and restrictions as the
Board of Trustees may determine, including, without limitation, authority to
determine from time to time what investments shall be purchased, held, sold or
exchanged and what portion, if any, of the assets of the Trust shall be held
uninvested, and to make changes in the Trust's investments. The Board of
Trustees may also, at any time and from time to time, contract with the Adviser
or any other partnership, corporation, trust, association or other organization,
appointing it exclusive or nonexclusive distributor or principal underwriter for
the Shares, every such contract to comply with such requirements and
restrictions as may be set forth in the By-Laws; and any such contract may
contain such other terms interpretive of or in addition to said requirements and
restrictions as the Board of Trustees may determine.
The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust
is a Shareholder, director, officer, partner, trustee, employee,
manager, adviser, principal underwriter, or distributor or agent of or
for any corporation, trust, association, or other organization, or of
or for any parent or affiliate of any organization, with which an
advisory or management contract, or principal underwriter's or
distributor's contract, or transfer, Shareholder services or other
agency contract may have been or may hereafter be made, or that any
such organization, or any parent or affiliate thereof, is a Shareholder
or has an interest in the Trust, or that
(ii) any corporation, trust, association or other organization
with which an advisory or management contract or principal
underwriter's or distributor's contract, or transfer, shareholder
services or other agency contract may have been or may hereafter be
made by the Trust also has an advisory or management contract, or
principal underwriter's or distributor's contract, or transfer,
Shareholder services or other agency contract with one or more other
corporations, trusts, associations, or other organizations, or has
other business or interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.
SEVENTH: Liability:
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A. Trustees, Shareholders, Etc. Not Personally Liable; Notice.
All persons extending credit to, contracting with or
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having any claim against the Trust or any series or class shall look only to the
assets of the Trust, or, to the extent that the liability of the Trust may have
been expressly limited by contract to the assets of a particular series or
attributable to a particular class, only the assets belonging to the relevant
series or attributable to the relevant class, for payment under such credit,
contract or claim; and neither the Shareholders nor the Trustees, nor any of the
Trust's officers, employees or agents, whether past, present or future, shall be
personally liable therefor.
The Board of Trustees shall not be responsible or liable in any event
for any neglect or wrongdoing of any officer, agent, employee, investment
adviser or principal underwriter of the Trust, nor shall any Trustee be
responsible for the act or omission of any other Trustee, but nothing herein
shall protect any Trustee against any liability to which such Trustee would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
office of Trustee.
Every note, bond, contract, instrument, certificate or undertaking made
or issued by any Trustees or Trustee or by any officers or officer shall give
notice that this Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts and shall recite that the same was executed or
made by or 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 upon the assets
belonging to the series or attributable to the class to which such instrument
relates, and may contain such further recital as he or she or they may deem
appropriate, but the omission thereof shall not operate to bind any Trustees or
Trustee or officers or officer, or Shareholders or Shareholder individually.
Every note, bond, contract, instrument, certificate, share or
undertaking and every other act or thing whatsoever executed or done by or on
behalf of the Trust or the Board of 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 such Trustees
or Trustee shall not be personally liable thereon.
B. Trustee's Good Faith Action; Expert Advice; No Bond or Surety. The
exercise by the Trustees of their powers and discretions hereunder shall be
binding upon everyone interested. A Trustee shall be liable for his or her own
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee, and for nothing else,
and shall not be liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect to the meaning
and operation of this Declaration of Trust, and 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 required.
C. Liability of Third Persons Dealing with Trustees. No person dealing
with the Board of Trustees or any Trustee shall be bound to make any inquiry
concerning the validity of any transaction made or to be made by either or to
see to the application of any payments made or property transferred to the Trust
or upon its order.
EIGHTH: Determination of Net Profits, Etc.; Dividends.
------ ---------------------------------------------
With respect to each series or class of Shares authorized by the Board
of Trustees, the Board is expressly authorized to determine in accordance with
generally accepted accounting principles and practices what constitutes net
income, profits or earnings, or surplus and capital, to include in net income,
profits or earnings the portion of subscription or redemption prices
attributable to accrued net income, profits or earnings in such prices, and to
determine what accounting periods shall be used by the Trust for any purpose,
whether annual or any other period, including daily; to set apart out of any
funds of such series or class such reserves for such purposes as it shall
determine and to abolish the same; to declare and pay dividends and
distributions in cash, securities, or other property from surplus or capital or
any funds of such series or class legally available therefor, at such intervals
(which may be as frequently as daily) or on such other periodic basis as it
shall determine; to declare such dividends or distributions by means of a
formula or other method of determination at meetings held less frequently than
the frequency of the effectiveness of such declarations; to establish payment
dates for dividends or any other distributions on any basis, including dates
occurring less frequently than the effectiveness of the declaration thereof; and
to provide for the payment of declared dividends on a date earlier than the
specified payment date in the case of Shareholders of such series or class
redeeming their entire ownership of Shares of such series or class. Inasmuch as
the computation of net income, profits or earnings for Federal income tax
purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give to the Board of Trustees the power in
its discretion to distribute for any fiscal year as dividends and as capital
gain distributions, respectively, additional amounts sufficient to enable the
Trust to void or reduce its liability for taxes.
In the case of any series not divided into two or more classes of
Shares, each distribution pursuant to this Article EIGHTH shall be made ratably
according to the number of Shares held by the several Shareholders on the
applicable record date thereof, provided that no distribution need be made on
Shares purchased pursuant to orders received, or for which payment is made,
after such time or times as the Trustees may determine. In the case of any
series divided into two or more classes, each distribution pursuant to this
Article EIGHTH may be made in whole or in such parts as the Trustees may
determine to the Shareholders of any one or more classes, and the distribution
to the Shareholders of any class shall be made ratably according to the number
of Shares of the class (but need not be made ratably according to the number of
Shares of the series, considered without regard to class) held by the several
Shareholders on the record date thereof, provided that no distribution need be
made on Shares purchased pursuant to orders received, or for which payment is
made, after such time or times as the Trustees may determine. Any such
distribution paid in Shares will be paid at net asset value thereof determined
in accordance with Article FIFTH, Section III.
No dividend or distribution (including, without limitation, any
distribution paid upon termination of the Trust or any series or class) with
respect to, nor any redemption or repurchase of, the Shares of any series or
class shall be effected by the Trust other than from the assets of such series
or class.
NINTH: Indemnification.
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A. Indemnification Generally. The Trust shall indemnify, to the fullest
extent permitted by applicable law, each person who is or has been a Trustee or
officer (including each person who serves or has served at the Trust's request
as a director, officer, or trustee of another organization in which the Trust
has any interest as a Shareholder, creditor or otherwise, and any heir,
administrator or executor of such person) (a "Covered Person") against all
liabilities and expenses, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and
attorney's fees reasonably incurred by such Covered Person in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil, criminal, administrative or investigative, and any appeal therefrom (a
"Proceeding"), before any court or administrative or legislative body, in which
such Covered Person may be or may have been involved as a party or otherwise or
with which such person may be or may have been threatened, while in office or
thereafter, by reason of being or having been such a Covered Person. Expenses,
including attorneys' fees, incurred by a Covered Person in connection with a
Proceeding shall be paid by the Trust upon request of such Covered Person, in
advance of the final disposition of such Proceeding, including any appeal
therefrom.
B. Determination of Eligibility. Notwithstanding the
provisions of Section A of Article NINTH, to the extent required
-----------------------------
under the 1940 Act,
(i) Article NINTH, Section A, shall not protect any person
against any liability to the Trust or to 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;
(ii) in the absence of a final decision on the merits by a
court or other body before whom a Proceeding was brought that a Covered Person
was not liable by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office, no
indemnification shall be permitted unless a determination that such person was
not so liable shall have been made on behalf of the Trust by (a) the vote of a
majority of the "disinterested, non-party Trustees," as defined below, or (b) an
independent legal counsel as expressed in a written opinion; and
(iii) the Trust shall not advance attorneys' fees incurred by
a Covered Person in connection with Proceeding unless the Trust receives an
undertaking by or on behalf of the Covered Person to repay the advance (unless
it is ultimately determined that he is entitled to indemnification) and (a) the
Covered Person shall provide security for his undertaking, or (b) the Trust
shall be insured against losses arising by reason of any lawful advances, or (c)
a majority of the disinterested, non-party trustees of the Trust or an
independent legal counsel, as expressed in a written opinion, shall determine,
based on a review of readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that the Covered Person ultimately
will be found entitled to indemnification. Such undertaking shall provide that
the Covered Person to whom the advance was made shall not be obligated to repay
pursuant to such undertaking until the final determination of any pending
Proceeding in a court of competent jurisdiction, including appeals therefrom,
concerning the right of such Covered Person to be indemnified by the Trust or
the obligation of such person to repay pursuant to the undertaking.
Any approval pursuant to this Section shall not prevent the recovery
from any Covered Person of any amount paid to such Covered Person in accordance
with this Section as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith
in the reasonable belief that such Covered Person's action was in, or not
opposed to, the best interests of the Trust or to have been liable to the Trust
or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
Covered Person's office.
As used in this Article NINTH, the term "disinterested, non-party
Trustee" is a Trustee who is not an "interested person" of the Trust, as defined
in Section 2(a)(19) of the 1940 Act and against whom none of the Proceedings in
question or another action, suit or other Proceeding on the same or similar
grounds is then or has been pending.
C. Indemnification Not Exclusive. The right of indemnification hereby
provided shall not be exclusive of or affect any other rights to which any such
Covered Person may be entitled. Nothing contained in this Article shall affect
any rights to indemnification to which Covered Persons and other persons may be
entitled by contract (apart from the provisions of this Article NINTH) or
otherwise under law, nor to limit the power of the Trust to indemnify such
persons.
D. Shareholders. In case any Shareholder or former Shareholder
shall be held to be personally liable solely by reason
------------
of his or her being or having been a Shareholder and not because of his or her
acts or omissions or for some other reason, the Shareholder or former
Shareholder (or his or her 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 to be held harmless from and
indemnified against all loss and expense arising from such liability.
E. Contractual Rights. This Article NINTH shall be deemed to be a
contract between the Trust and each person who is a Covered Person at any time
this Article NINTH is in effect. Any repeal or other modification of this
Article NINTH or of any applicable laws shall not limit any rights of
indemnification then existing or arising out of events, acts, or omissions
occurring prior to such repeal or modification, including, without limitation,
the right to indemnification for Proceedings commenced after such repeal or
modification to enforce this Article NINTH with respect to events, acts or
omissions prior to such repeal or modification.
F. Protection of Rights. If a written claim for indemnification by a
Covered Person under this Article NINTH is not promptly paid in full by the
Trust after receipt by the Trust of such claim, or if expenses have not been
promptly advanced after compliance by a Covered Person with the requirements of
this Article NINTH for such advancement, such Covered Person may, at any time
thereafter, bring suit against the Trust to recover the unpaid amount of the
claim or the advancement of expenses. If successful, in whole or in part, in
such suit, such Covered Person shall also be entitled to be paid the reasonable
expense therefor. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any proceeding in
advance of its final disposition where the requirements of this Article NINTH
for advancement of expenses have been met by such Covered Person) that the
indemnification of the Covered Person is prohibited, but the burden of proving
such defense shall be on the Trust. Neither the failure of the Trust, including
its disinterested non-party Trustees or independent legal counsel, to have made
a determination that indemnification of Covered Person is proper in the
circumstances because he or she has met the applicable standard of conduct
required under the 1940 Act, nor the actual determination by the Trust,
including its disinterested non-party Trustees or independent legal counsel,
that the Covered Person had not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that such Covered Person had
not met the applicable standard of conduct.
TENTH: Reservation of Right to Amend.
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A. By Board of Trustees. Except when otherwise required by the 1940
Act, this Declaration of Trust may be amended at any time by a majority of the
Trustees then in office, provided notice of any amendment (other than amendments
having the purpose of supplying any omission, curling any ambiguity or curing,
correcting or supplementing any defective or inconsistent provision contained
herein, or having any other purpose which is ministerial or clerical in nature)
shall be mailed promptly to Shareholders of record at the close of business on
the effective date of such amendment.
B. By Shareholders. Except when otherwise required by the
1940 Act, this Declaration of Trust may be amended at any
----------------
time by a majority of the votes represented by outstanding Shares entitled to
vote, except that an amendment which shall affect the holders of one or more
series or classes of Shares but not the holders of all outstanding series and
classes shall be authorized by vote of holders of a majority of the votes
represented by outstanding Shares entitled to vote of each series and class
affected and no vote of Shareholders of a series r class not affected shall be
required.
ELEVENTH: Shareholders' Voting Powers and Meetings.
-------- ----------------------------------------
A. Shareholders' Voting Powers. The Shareholders shall have power to
vote only (i) for the election or removal of Trustees as provided in Article
SIXTH, Section A; (ii) with respect to any investment adviser as provided in
Article SIXTH, Section F; (iii) with respect to any termination of this Trust or
a series or class thereof to the extent and as provided in Article THIRTEENTH;
(iv) with respect to any amendment of this Declaration of Trust to the extent
and as provided in Article TENTH, Section B; (v) to the same extent as the
stockholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or the Shareholders;
and (vi) with respect to such additional matters relating to the Trust as may be
required by the 1940 Act, this Declaration of Trust, the By-Laws or any
registration of the Trust with the SEC, or as the Board of Trustees may consider
necessary or desirable. Each whole Share (or fractional Share) outstanding on
the record date established in accordance with the By-Laws shall be entitled to
a number of votes on any matter on which it is entitled to vote equal to the net
asset value of the Share (or fractional Share) in United States dollars
determined at the close of business on the record date (for example, a Share
having a net asset value of $10.50 would be entitled to 10.5 votes).
Notwithstanding any other provision of this Declaration of Trust, on any matter
submitted to a vote of Shareholders, Shares shall be voted in the aggregate and
not by individual series or class except: (1) when required by the 1940 Act or
other applicable law, Shares shall be voted by individual series or class; or
(2) when the Board of Trustees has determined that the matter affects only the
interests of one or more series or classes, then Shareholders of the unaffected
series or classes shall not be entitled to vote thereon. There shall be no
cumulative voting in the election of the Board of Trustees.
Shares may be voted in person or by proxy. A proxy with respect to
Shares held in the names of two or more persons shall be valid if executed by
any one of them unless at or prior to exercise of the proxy, the Trust receives
a specific written notice to the contrary from any one of them. A proxy
purporting to be executed 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 Shareholders, unless
inspectors of election have been appointed, all questions relating to the
qualification of voters and the validity of proxies and the acceptance or
rejection of votes shall be decided by the chairman of the meeting. Unless
otherwise specified in the proxy, the proxy shall apply to all Shares of each
series of the Trust owned by the Shareholder.
Until Shares are issued, the Board of Trustees may exercise all rights
of Shareholders and may take any action required by law, this Declaration of
Trust or the By-Laws to be taken by Shareholders.
B. Meetings. Meetings of Shareholders of the Trust or of any series or
class may be called by the Board of Trustees, the President, the Executive
Vice-President, any Vice-President, or such other person or persons as may be
specified in the By-Laws and held from time to time for the purpose of taking
action upon any matter requiring the vote or the authority of the Shareholders
of the Trust or any series or class as herein provided or upon any other matter
deemed by the Board of Trustees to be necessary or desirable. Meetings of
Shareholders of the Trust or of any series or class shall be called by the
Secretary or such other person or persons as may be specified in the By-Laws
upon written application by Shareholders holding at least 10% of the outstanding
Shares of the Trust, if Shareholders of all series or classes are required
hereunder to vote in the aggregate and not by individual series or class at such
meeting, or of any series or class, if Shareholders of such series or class are
entitled hereunder to vote by individual series or class at such meeting,
requesting that a meeting be called for a purpose requiring action by the
Shareholders as provided herein or in the By-Laws and provided that such
application shall state the purpose or purposes of such meeting and the matters
proposed to be acted on.
C. Quorum and Required Vote. Thirty percent of the Shares entitled to
vote shall be a quorum for the transaction of business at a Shareholders'
meeting, except that if any provision of law or of this Declaration of Trust
permits or requires that holders of any series or class shall vote as a series
or class, then thirty percent of the aggregate number of Shares of each series
or class entitled to vote shall be necessary to constitute a quorum for the
transaction of business by that series or class. Any lesser number, however,
shall be sufficient for adjournments or if no Shares are represented thereat,
any officer present thereat entitled to preside or act as secretary of such
meeting may adjourn the meeting. 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 shall decide any questions and a plurality shall elect any 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.
The vote upon any question shall be by written ballot whenever
requested by any person entitled to vote but, unless such a request is made,
voting may be conducted by voice vote or in any other way approved by the
meeting.
D. Place of Meeting. All Shareholders' meetings shall be held at the
office of the Trust in the City of Chicago, State of Illinois, except that the
Board of Trustees or the President of the Trust may fix a difference place of
meeting within the United States, which shall be specified in the notice or
waiver of notice of such meeting.
E. Notice of Meetings; Adjournment. The Secretary or an Assistant
Secretary shall cause notice of the place, date and hour and the purpose or
purposes for which a meeting is called, to be mailed, postage prepaid, not less
than seven days before the date of such meeting, to each Shareholder entitled to
vote at such meeting, at his address as it appears on the records of the Trust.
Notice of any Shareholders' meeting need not be given to any Shareholder who
shall sign a written waiver of such notice, whether before or after the time of
such meeting, which waiver shall be filed with the record of such meeting, or to
any Shareholder who shall attend such meeting in person or by proxy. A meeting
of Shareholders convened on the date for which it was called may be adjourned
from time to time, without further notice, to a date not more than 120 days
after the original record date.
F. Share Ledger. It shall be the duty of the Secretary or
Assistant Secretary of the Trust to cause an original or
-------------
duplicate share ledger to be maintained at the office of the Trust's transfer
agent. Such share ledger may be in written form or any other form capable of
being converted into written form within a reasonable time for visual
inspection.
G. Action by Written Consent. Any action taken by Shareholders may be
taken without a meeting if a majority of Shareholders entitled to vote on the
matter (or such larger proportion thereof as shall be required by any express
provision of this Declaration of Trust or the By-Laws) consent to the action in
writing and such written consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as a vote taken at
a meeting of Shareholders.
TWELFTH: Use of Name.
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The Trust acknowledges that it is adopting its trust name, and may
adopt the names of various series of the Trust, through permission of Stein Roe
& Farnham Incorporated, a Delaware corporation, and agrees that Stein Roe &
Farnham Incorporated reserves to itself and any successor to its business the
right to grant the non-exclusive right to use the name "Liberty-Stein Roe Funds
Investment Trust," or "Stein Roe Investment Trust" or "Stein Roe & Farnham
Investment Trust," or "SR&F ________ Trust" or "Stein Roe ________ Fund" or
"Stein Roe & Farnham _______ Fund" or "Stein Roe _________" or "Stein
__________" or "SteinRoe," or Stein Roe," or "Stein," or any similar name to any
other entity, including but not limited to any investment company of which Stein
Roe & Farnham Incorporated or any subsidiary or affiliate thereof or any
successor to the business thereof shall be the investment adviser.
THIRTEENTH: Miscellaneous.
---------- -------------
A. Duration and Termination of Trust, Series or Class. Unless
terminated as provided herein, the Trust shall continue without limitation of
time. The Trust may be terminated at any time by vote of Shareholders holding a
majority of the Shares of each series entitled to vote and voting separately by
series, or by the Trustees by written notice to the Shareholders. Any series or
class of Shares may be terminated at any time by vote of Shareholders holding a
majority of the Shares of such series or class entitled to vote or by the
Trustees by written notice to the Shareholders of such series or class.
Upon termination of the Trust (or any series or class, as the case may
be), after paying or otherwise providing for all charges, taxes, expenses and
liabilities belonging, severally, to each series (or the applicable series or
attributable to the particular class, as the case may be), whether due or
accrued or anticipated as may be determined by the Trustees, the Trust shall, in
accordance with such procedures as the Trustees consider appropriate, reduce the
remaining assets belonging, severally, to each series (or the applicable series
or attributable to the particular class, as the case may be), to distributable
form in cash or Shares or other securities, or any combination thereof, and
distribute the proceeds belonging to each series (or the applicable series or
attributable to the particular class, as the case may be), to the Shareholders
of that series (or class, as the case may be), as a series (or class, as the
case may be), ratably according to the number of Shares of such series (or
class, as the case may be) held by the several Shareholders on the date of
termination.
B. Filing of Copies, References, Headings. 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 Trust with the Secretary of
the Commonwealth of Massachusetts and with 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 of the
Trust as to whether or not any such amendments have been made and as to any
matters in connection with the Trust hereunder; and, with the same effect as if
it were the original, may rely on a copy certified by an officer of the Trust to
be a copy of this instrument or of any such amendments. In this instrument and
in any such amendment, references to this instrument, and all expressions such
as "herein", "hereof", and "hereunder", shall be deemed to refer to this
instrument as amended or affected by any such amendments. Headings are placed
herein for convenience of reference only and shall not be taken as a part hereof
or control or affect the meaning, construction or effect of this instrument.
This instrument may be executed in any number of counterparts, each of which
shall be deemed an original.
C. Applicable Law. This Declaration of Trust 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.
D. Severability. If any Article or other portion of this
Declaration of Trust shall be invalidated or held to be
------------
unenforceable on any ground by any court of competent jurisdiction, the decision
of which shall have not been reversed on appeal, such invalidity or
unenforceability shall not affect the other provisions hereof, and this
Declaration of Trust shall be construed in all respects as if such invalid or
unenforceable provision had been omitted herefrom.
<PAGE>
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and
seals as of the day and year first above written.
/s/ LINDSEY COOK
Lindsay Cook
/s/DOUGLAS A HACKER
Douglas A. Hacker
/s/JANET LANGFORD KELLY
Janet Langford Kelly
/s/ CHARLES R. NELSON
Charles R. Nelson
/s/THOMAS C> THEOBALD
Thomas C. Theobald
<PAGE>
COMMONWEALTH OF MASSACHUSETTS )
COUNTY OF SUFFOLK ) ss.
Boston, July 28, 2000.
Then personally appeared the above-named Trustees, and acknowledged the
foregoing instrument to be their free act and deed, before me.
Notary Public
My commission expires:
(NOTARIAL SEAL)
