<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1995
Registration No. 33-36528
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 20 [X]
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 22 [X]
(Check appropriate box or boxes)
PIMCO Advisors Institutional Funds
(formerly PFAMCo Funds)
(Exact Name of Registrant as Specified in Charter)
840 Newport Center Drive, Newport Beach, CA 92660
(Address of Principal Executive Offices) (Zip code)
Registrant's Telephone Number: (714) 640-3593
Sharon A. Cheever
Vice President and Investment Counsel
of Pacific Mutual Life Insurance Company
700 Newport Center Drive
Newport Beach, CA 92660
(Name and Address of Agent for Service)
Copies to:
Jeffrey S. Puretz
Dechert Price & Rhoads
1500 K Street, N.W.
Suite 500
Washington, D.C. 20005
[X] It is proposed that this filing will become effective on February 29, 1996
pursuant to paragraph (a)(1) of Rule 485.
<PAGE>
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940 and filed its Notice pursuant to Rule 24f-2 for the fiscal year ended
October 31, 1995 on November 15, 1995 and amended such Notice on December 7,
1995. The Registrant intends to file its Notice pursuant to Rule 24f-2 for the
fiscal year ending June 30, 1996 on or before August 29, 1996.
<PAGE>
PIMCO ADVISORS INSTITUTIONAL FUNDS
CROSS-REFERENCE SHEET
Required by Rule 404 Under the Securities Act of 1933
Prospectus for the Institutional Class and Administrative
Class of NFJ Equity Income, NFJ Diversified Low P/E,
NFJ Small Cap Value, Cadence Capital Appreciation,
Cadence Mid Cap Growth, Cadence Micro Cap Growth,
Cadence Small Cap Growth, Columbus Circle Investors Core Equity,
Columbus Circle Investors Mid Cap Equity, Parametric
Enhanced Equity, Blairlogie Emerging Markets, Blairlogie
International Active, and Balanced Funds
This Prospectus is incorporated by reference from
File No. 33-36528 filed pursuant to Rule 497(e)
under the Securities Act of 1933 on November 27, 1995
Part A
<TABLE>
<CAPTION>
Item Heading
<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis Prospectus Summary;
Expense Information
3. Condensed Financial Financial Highlights
Information
4. General Description of Investment Objectives and
Registrant Policies; Investment
Restrictions;
Characteristics and Risks
of Securities and
Investment Techniques
5. Management of the Fund Management of the Trust
6. Capital Stock and Other Other Information; Net
Securities Asset Value; Portfolio
Transactions; Dividends,
Distributions and Taxes
7. Purchase of Securities Purchase of Shares;
Being Offered Purchase of Shares
(Defined Contribution
Plan Participants)
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
8. Redemption or Repurchase Redemption of Shares
9. Legal Proceedings Not Applicable
</TABLE>
<PAGE>
PIMCO ADVISORS INSTITUTIONAL FUNDS
CROSS-REFERENCE SHEET
Required by Rule 404 Under the Securities Act of 1933
Prospectus for the Institutional Class and
Administrative Class of Cadence Capital Appreciation,
Cadence Mid Cap Growth, Cadence Micro Cap Growth,
and Cadence Small Cap Growth Funds
Part A
<TABLE>
<CAPTION>
Item Heading
<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis Prospectus Summary;
Expense Information
3. Condensed Financial Financial Highlights
Information
4. General Description of Investment Objectives and
Registrant Policies; Investment
Restrictions;
Characteristics and Risks
of Securities and
Investment Techniques
5. Management of the Fund Management of the Trust
6. Capital Stock and Other Other Information; Net
Securities Asset Value; Portfolio
Transactions; Dividends,
Distributions and Taxes
7. Purchase of Securities Purchase of Shares
Being Offered
8. Redemption or Repurchase Redemption of Shares
9. Legal Proceedings Not Applicable
</TABLE>
<PAGE>
PIMCO ADVISORS INSTIUTIONAL FUNDS
CROSS-REFERENCE SHEET
Required by Rule 404 Under the Securities Act of 1933
Statement of Additional Information for the
NFJ Equity Income, NFJ Diversified Low P/E, NFJ Small Cap Value,
Cadence Capital Appreciation, Cadence Mid Cap Growth, Cadence
Micro Cap Growth, Cadence Small Cap Growth, Columbus Circle
Investors Core Equity, Columbus Circle Investors Mid Cap
Equity, Parametric Enhanced Equity, Blairlogie Emerging
Markets, Blairlogie International Active and Balanced Funds
This Statement of Additional Information is incorporated by
reference from File No. 33-36528 filed pursuant to Rule 497(e)
under the Securities Act of 1933 on November 27, 1995
Part B
<TABLE>
<CAPTION>
Item Heading
<S> <C> <C>
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and Management of the Trust
History
13. Investment Objectives and Risk Factors and
Policies Investment Techniques;
Investment Restrictions
14. Management of the Management of the Trust
Registrant
15. Control Persons and Holders of Securities
Principal Holders of
Securities
16. Investment Advisory and Management of the Trust
Other Services
17. Brokerage Allocation Brokerage and Research
Services
18. Capital Stock and Other Voting Rights
Securities
19. Purchase, Redemption and Purchases and Redemptions
Pricing
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
20. Tax Status Taxation
21. Underwriters Distribution of Fund
Shares
22. Calculation of Performance Other Information
Data
23. Financial Statements Financial Statements
</TABLE>
<PAGE>
[LOGO of PIMCO]
PIMCO FUNDS: EQUITY ADVISORS SERIES
Cadence Capital Appreciation Fund
Cadence Mid Cap Growth Fund
Cadence Micro Cap Growth Fund
Cadence Small Cap Growth Fund
PROSPECTUS
- --------------------------------------------------------------------------------
March 1, 1996
<PAGE>
PIMCO ADVISORS INSTITUTIONAL FUNDS
AMENDED AND RESTATED
AGREEMENT AND
DECLARATION OF TRUST
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE I
The Trust.................................... 5
Section 1.1 Name......................................... 5
Section 1.2 Definitions.................................. 6
ARTICLE II
Trustees..................................... 7
Section 2.1 Management of the Trust...................... 7
Section 2.2 Election of Trustees......................... 7
Section 2.3 Term of Office of Trustees................... 8
Section 2.4 Termination of Service and Appointment of
Trustees..................................... 8
Section 2.5 Temporary Absence of Trustee................. 9
Section 2.6 Number of Trustees........................... 9
Section 2.7 Effect of Death, Resignation, etc. of a
Trustee...................................... 9
Section 2.8 No Accounting................................ 9
Section 2.9 Ownership of the Trust....................... 9
ARTICLE III
Powers of Trustees........................... 9
Section 3.1 General...................................... 9
Section 3.2 Investments.................................. 10
Section 3.3 Legal Title.................................. 11
Section 3.4 Issuance and Repurchase of Securities........ 11
Section 3.5 Borrow Money................................. 11
Section 3.6 Officers; Delegation; Committees............. 11
Section 3.7 Collection and Payment...................... 12
Section 3.8 Expenses.................................... 12
Section 3.9 Manner of Acting; By-laws................... 12
Section 3.10 Voting Trusts.............................. 12
Section 3.11 Miscellaneous Powers....................... 13
Section 3.12 Further Powers............................. 13
ARTICLE IV
Advisory, Administrative, Management
and Distribution Arrangements............... 14
Section 4.1 Advisory and Management Arrangements........ 14
Section 4.2 Distribution Arrangements................... 14
Section 4.3 Parties to Contract......................... 15
Section 4.4 Provisions and Amendments................... 15
</TABLE>
2
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ARTICLE V
<TABLE>
<S> <C>
Limitations of Liability of Shareholders,
Trustees and Others......................... 15
Section 5.1 Trustees, Shareholders, etc. Not
Personally Liable; Notice................... 15
Section 5.2 Trustee's Good Faith Action; Expert
Advice; No Bond or Surety................... 16
Section 5.3 Indemnification of Shareholders............. 16
Section 5.4 Indemnification of Trustees, Officers,
etc......................................... 17
Section 5.5 Compromise Payment.......................... 18
Section 5.6 Indemnification Not Exclusive, etc.......... 18
Section 5.7 Liability of Third Persons Dealing with
Trustees.................................... 19
ARTICLE VI
Shares of Beneficial Interest............... 19
Section 6.1 Beneficial Interest......................... 19
Section 6.2 Series Designation.......................... 19
Section 6.2.1 Class Designation......................... 22
Section 6.3 Rights of Shareholders...................... 23
Section 6.4 Trust Only.................................. 23
Section 6.5 Issuance of Shares.......................... 23
Section 6.6 Register of Shares.......................... 24
Section 6.7 Transfer Agent and Registrar................ 24
Section 6.8 Transfer of Shares.......................... 24
Section 6.9 Notice...................................... 25
ARTICLE VII
Redemption.................................. 25
Section 7.2 Redemptions of Accounts of Less than a
Minimum Dollar Amount....................... 26
ARTICLE VIII
Determination of Net Asset Value, Net Income
and Distributions........................... 26
Section 8.1 Net Asset Value............................. 26
Section 8.2 Distributions to Shareholders............... 27
Section 8.3 Power to Modify Foregoing Procedures........ 27
ARTICLE IX
Shareholders................................ 27
Section 9.1 Voting Powers............................... 27
Section 9.2 Meetings.................................... 28
Section 9.3 Quorum and Required Vote.................... 28
Section 9.4 Record Date for Meetings.................... 28
Section 9.5 Proxies..................................... 29
Section 9.6 Additional Provisions....................... 29
Section 9.7 Reports..................................... 29
</TABLE>
3
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<TABLE>
<S> <C>
Section 9.8 Shareholder Action by Written Consent....... 29
ARTICLE X
Duration; Termination of Trust; Amendment; Mergers; Etc.. 30
Section 10.1 Duration................................... 30
Section 10.2 Termination................................ 30
Section 10.3 Reorganization............................. 31
Section 10.4 Amendment Procedure........................ 32
Section 10.5 Incorporation.............................. 32
ARTICLE XI
Miscellaneous.............................. 33
Section 11.1 Filing..................................... 33
Section 11.2 Resident Agent............................. 33
Section 11.3 Governing Law.............................. 33
Section 11.4 Counterparts............................... 34
Section 11.5 Reliance by Third Parties.................. 34
Section 11.6 Provisions in Conflict with Law or
Regulations................................ 34
</TABLE>
4
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AMENDED AND RESTATED
AGREEMENT AND
DECLARATION OF TRUST
OF
PIMCO ADVISORS INSTITUTIONAL FUNDS
THE AGREEMENT AND DECLARATION OF TRUST of PFAMCo Funds made the 24th day of
August, 1990 by the then trustees (and all other persons who since that time
have been duly elected or appointed as trustees in accordance with the
provisions of this Agreement and Declaration of Trust and are then in office,
being hereinafter called the "Trustees") and by the holders of shares of
beneficial interest issued and to be issued hereunder hereinafter provided, and
amended on October 24, 1990, November 16, 1990, November 29, 1990, December 14,
1990, February 1, 1991, May 9, 1991, August 6, 1992, and February 26, 1993, is
hereby amended and restated on May 7, 1993 by the Trustees, as authorized by the
majority of shares of beneficial interest issued hereunder and entitled to vote.
W I T N E S S E T H
WHEREAS, the Trustees desire to form a trust fund under the laws of the
Commonwealth of Massachusetts for the investment and reinvestment of funds
contributed thereto; and
WHEREAS, it is proposed that the beneficial interest in the trust assets be
divided into transferable shares of beneficial interest, which may, at the
discretion of the Trustees, be divided into separate series and classes as
hereinafter provided;
NOW, THEREFORE, the Trustees hereby declare that they will hold in trust
all money and property contributed to the trust fund to manage and dispose of
the same for the benefit of the holders from time to time of the shares of
beneficial interest issued hereunder and subject to the provisions hereof, to
wit:
ARTICLE I
The Trust
Section 1.1 Name. The name of the trust created hereby (the "Trust"),
which term shall be deemed to include any series of the Trust when the context
requires, shall be "PIMCO Advisors Institutional Funds", and so far as may be
practicable the Trustees shall conduct the activities of the Trust, execute all
documents and sue or be sued under that name, which name (and the word "Trust"
wherever hereinafter used) shall refer to the Trustees as Trustees, and not
individually, and shall not refer to the officers, agents, employees or
shareholders of the Trust or any Series thereof. Each Series of the Trust which
shall be established and designated by the Trustees pursuant to Section 6.2
shall conduct its activities under such name as the Trustees
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shall determine and set forth in the instrument establishing such Series.
Should the Trustees determine that the use of the name of the Trust or any
Series is not advisable, they may select such other name for the Trust or such
Series as they deem proper and the Trust or such Series may conduct its
activities under such other name. Any name change shall be effective upon the
execution by a majority of the then Trustees of an instrument setting forth the
new name. Any such instrument shall have the status of an amendment to this
Agreement and Declaration of Trust.
Section 1.2 Definitions. As used in this Agreement and Declaration of
Trust, the following terms shall have the following meanings:
The "1940 Act" refers to the Investment Company Act of 1940 and the
regulations promulgated thereunder, as amended from time to time.
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.
"Commission" shall mean the U.S. Securities and Exchange Commission.
"Class" shall mean any class of Shares that may be established and
designated pursuant to Section 6.21.
"Declaration" or "Declaration of Trust" shall mean this Agreement and
Declaration of Trust as amended from time to time. References in this
Declaration to "Declaration", "hereof", "herein" and "hereunder" shall be deemed
to refer to the Declaration rather than the article or section in which such
words appear.
"Fundamental Policies" shall mean the investment objective for each
Series and the investment restrictions set forth in the registration statement
for the Trust on Form N-1A and designated as fundamental policies therein.
"Person" shall mean and include individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof.
"Prospectus" shall mean the currently effective prospectus of any
Series of the Trust under the Securities Act of 1933, as amended.
"Series" shall mean any separate Series that may be established and
designated pursuant to Section 6.2.
6
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"Shareholders" shall mean as of any particular time all holders of
record of outstanding Shares at such time.
"Shares" shall mean the equal proportionate transferable units of
interest into which the beneficial interest in any Series of the Trust shall be
divided from time to time and includes fractions of Shares as well as whole
Shares. All references to Shares shall be deemed to be Shares of any or all
Series as the context may require.
"Statement of Additional Information" shall mean the currently
effective Statement of Additional Information of any Series of the Trust under
the Trust's registration statement filed pursuant to the Securities Act of 1933,
as amended.
"Trustees" shall mean the signatories to this Declaration, so long as
they shall continue in office in accordance with the terms hereof, and all other
persons who at the time in question have been duly elected or appointed and have
qualified as Trustees in accordance with the provisions hereof and are then in
office, and each such person is herein referred to as the "Trustee", and
reference in this Declaration to a Trustee or Trustees shall refer to such
person or persons in their capacity as Trustees hereunder.
"Trust Property" shall mean as of any particular time any and all
property, real or personal, tangible or intangible, which at such time is owned
or held by or for the account of the Trust, any Series thereof or the Trustees.
ARTICLE II
Trustees
Section 2.1 Management of the Trust. 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. The Trustees named herein (or
their successors appointed hereunder) shall serve until the election of Trustees
at the first meeting of Shareholders of the Trust.
Section 2.2 Election of Trustees. Except for the Trustees named herein
and those Trustees designated by such Trustees prior to the issuance of Shares,
or appointed to fill vacancies pursuant to Section 2.4 hereof, the Shareholders
of the Trust shall elect Trustees at Shareholder meetings called for that
purpose. The Trustees need not be elected annually or at regular intervals.
Except as provided in Section 9.2, the Trustees shall not be required to call a
meeting of Shareholders for the purpose of electing Trustees, provided, however,
that in the event that at any time, other than the time preceding the first
meeting of Shareholders for the purpose of electing Trustees, less than a
majority of the Trustees holding office at that time were elected by the
Shareholders, a meeting of the Shareholders for the
7
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purpose of electing Trustees shall be held promptly and in any event within 60
days (unless the Commission shall by order extend such period). No election of
a Trustee shall become effective, however, until the person elected shall have
accepted such election and agreed in writing to be bound by the terms of this
Declaration. If re-elected, a Trustee may succeed himself. Trustees need not
own shares.
Section 2.3 Term of Office of Trustees. A Trustee duly appointed or
elected hereunder shall hold office until the occurrence of any of the
following: (a) the Trustee may resign his trust by written instrument signed by
him and delivered to the other Trustees, which shall take effect upon such
delivery or upon such later date as is specified therein; (b) the Trustee may be
removed 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) the Trustee who requests in writing to be retired or
who has become mentally or physically incapacitated may be retired by written
instrument signed by a majority of the other Trustees, specifying the date of
his retirement; and (d) the Trustee may be removed at any meeting of
Shareholders of the Trust by a vote of two-thirds of the outstanding Shares or
by a written declaration executed, without a meeting, by the holders of not less
than two-thirds of the outstanding Shares. A meeting for the purpose of
considering the removal of a person serving as Trustee shall be called by the
Trustees if requested in writing to do so by the holders (which for purposes of
this provision and only this provision shall be the persons having a voting
interest in the shares of the Trust) of not less than 10% of the outstanding
shares of the Trust.
Section 2.4 Termination of Service and Appointment of Trustees. In case
of the death, resignation, retirement, removal or mental or physical incapacity
of any of the Trustees, or in case a vacancy shall, by reason of an increase in
number, or for any other reason, exist, the remaining Trustees may (but need not
unless required by the 1940 Act, so long as there are at least two remaining
Trustees) fill such vacancy by appointing for the remaining term of the
predecessor Trustee such other person as they in their discretion shall see fit.
Such appointment shall be effective upon the signing of a written instrument by
a majority of the Trustees in office and the written acceptance of this
Declaration by the appointee. An appointment of a Trustee may be made by the
Trustees then in office 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
and the written acceptance of this Declaration by the appointee. 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
8
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Trustee hereunder. Any appointment authorized by this Section 2.4 is subject to
the provisions of Section 16(a) of the 1940 Act.
Section 2.5 Temporary Absence of Trustee. 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 of the Trustees personally exercise the power hereunder except as herein
otherwise expressly provided.
Section 2.6 Number of Trustees. The number of Trustees serving hereunder
at any time shall be determined by the Trustees themselves, but once Shares have
been issued shall not be less than two (2) or more than fifteen (15).
Section 2.7 Effect of Death, Resignation, etc. of a Trustee. The death,
resignation, retirement, removal, or mental or physical incapacity of the
Trustees, or any one of them, shall not operate to annul or terminate the Trust
or any Series hereunder or to revoke or terminate any existing agency or
contract created pursuant to the terms of this Declaration, and until such
vacancy is filled, the Trustees in office, regardless of their number, shall
have all of the powers granted to the Trustees and shall discharge all the
duties imposed upon them by this Declaration.
Section 2.8 No Accounting. Except to the extent required by the 1940 Act
or under circumstances which would justify his removal for cause, no person
ceasing to be a Trustee as a result of his death, resignation, retirement,
removal or incapacity (nor the estate of any such person) shall be required to
make an accounting to the shareholders or remaining Trustees upon such
cessation.
Section 2.9 Ownership of the Trust. 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 by any successor Trustees. All of
the assets of the Trust shall at all times be considered as vested in the
Trustees. No Shareholder shall be deemed to have a severable ownership in any
individual asset of the Trust or any right of partition or possession thereof,
but each Shareholder shall have a proportionate undivided beneficial interest in
the Trust.
ARTICLE III
Powers of Trustees
Section 3.1 General. 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
9
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appropriate in connection with the management of the Trust. The Trustees shall
not be bound or limited by present or future laws or customs with regard to
investment by trustees or fiduciaries, but shall have full authority and
absolute power and control over the Trust Property and business of the Trust to
the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, including such authority, power and control to
do all acts and things as they, in their uncontrolled discretion, shall deem
proper to accomplish the purposes of this Trust. The enumeration of any
specific power herein shall not be construed as limiting the aforesaid powers.
Section 3.2 Investments. The Trustees shall have power, subject to the
Fundamental Policies, to:
(a) conduct, operate and carry on the business of an investment
company;
(b) subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, lend, exchange,
mortgage, hypothecate, lease, distribute or otherwise deal in or
dispose of common stocks, preferred stocks, bonds, debentures,
warrants and rights to purchase securities, mortgage related
securities such as mortgage-backed securities and collateralized
mortgage obligations, options on securities, futures contracts
and options on futures contracts, covered spread options, gold
bullion and coins and other precious metals (silver and platinum)
bullion and future contracts with respect to such commodities,
certificates of beneficial interest, negotiable or non-negotiable
instruments, bank obligations, evidences of indebtedness,
privately placed debt securities, certificates of deposit or
indebtedness, commercial paper, repurchase agreements, reverse
repurchase agreements, firm commitment agreements and "when-
issued" securities and other securities, including, without
limitation, those issued, guaranteed, or sponsored by any state,
territory or possession of the United States and the District of
Columbia and their political subdivisions, agencies and
instrumentalities, or by the United States Government or its
agencies or instrumentalities, or international
instrumentalities, or by any bank, savings institution,
corporation or other business entity organized under the laws of
the United States and, to the extent provided in the Prospectus
and not prohibited by the Fundamental Policies of the Trust,
foreign securities of issuers or governments organized under
foreign laws, foreign currency transactions and options on
foreign currency transactions, and
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other assets; and to exercise any and all rights, powers and
privileges of ownership or interest in respect of any and all
such investments of every kind and description, with power to
designate one or more persons, firms, associations or
corporations to exercise any of said rights, powers and
privileges in respect of any of said instruments; and the
Trustees shall be deemed to have the foregoing powers with
respect to any additional securities or other assets in which any
Series of the Trust may invest should the investment policies set
forth in the Prospectus or the Fundamental Policies be amended.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust or any Series.
Section 3.3 Legal Title. Legal title to all the Trust Property shall be
vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees, or in the name of the Trust or any Series thereof,
or in the name of any other Person as nominee, on such terms as the Trustees may
determine, provided that the interest of the Trust or any Series thereof is
appropriately protected.
Section 3.4 Issuance and Repurchase of Securities. The Trustees shall
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, transfer, and otherwise deal in, Shares,
including shares in fractional denominations, and, subject to the more detailed
provisions set forth in Articles VII and VIII, to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of Shares any funds or
property of the applicable Series of the Trust whether capital or surplus or
otherwise, to the full extent now or hereafter permitted by the laws of the
Commonwealth of Massachusetts governing business corporations.
Section 3.5 Borrow Money. Subject to the Fundamental Policies, the
Trustees shall have power to borrow money or otherwise obtain credit and to
secure the same by mortgaging, pledging or otherwise subjecting as security the
assets of the Trust or any Series thereof, including the lending of portfolio
securities, and to endorse, guarantee or undertake the performance of any
obligation, contract or engagement of any other person, form, association or
corporation.
Section 3.6 Officers; Delegation; Committees. The Trustees may, as they
consider appropriate, elect and remove officers and appoint and terminate agents
and consultants and hire and terminate employees, any one or more of the
foregoing of whom may be a Trustee and may provide for the compensation of all
of the foregoing. The Trustees shall have power, consistent with their
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continuing exclusive authority over the management of the Trust and the Trust
Property, to delegate from time to time to such of their number or to officers,
employees or agents of the Trust the doing of such things and the execution of
such instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient. The Trustees may appoint from
their number and terminate any one or more committees consisting of two or more
Trustees, including without implied limitation an Executive Committee which may,
when the Trustees are not in session and subject to the 1940 Act, exercise some
or all of the powers and authority of the Trustees as the Trustees may
determine.
Section 3.7 Collection and Payment. The Trustees shall have power to
collect all property due to the Trust or any Series thereof; to pay all claims,
including taxes, against the Trust Property; to prosecute, defend, compromise,
arbitrate or abandon any claims relating to the Trust Property; to foreclose any
security interest securing any obligations, by virtue of which any property is
owed to the Trust or any Series thereof; and to enter into releases, agreements
and other instruments.
Section 3.8 Expenses. The Trustees shall have power to incur and pay any
expenses which in the opinion of the Trustees are necessary or incidental to
carry out any of the purposes of the Trust or any Series or Class, and to pay
reasonable compensation from the funds of the Trust to themselves as Trustees.
The Trustees shall fix the compensation of all officers, employees and Trustees.
The Trustees may pay themselves such compensation for special services,
including legal, underwriting, syndicating and brokerage services, as they in
good faith may deem reasonable and reimbursement for expenses reasonably
incurred by themselves on behalf of the Trust.
Section 3.9 Manner of Acting; By-laws. Except as otherwise provided
herein or in the By-laws or required by the 1940 Act, any action to be taken by
the Trustees may be taken by a majority of the Trustees present at a meeting of
the Trustees (a quorum being present), including any meeting held by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, or by written consents
of a majority of Trustees then in office (or such larger or different number as
may be required by the 1940 Act or other applicable law). The Trustees may
adopt and from time to time amend or repeal the By-laws for the conduct of the
business of the Trust.
Section 3.10 Voting Trusts. The Trustees shall have power and authority
for and on behalf of the Trust to join with other holders of any securities or
debt instruments in acting through a committee, depositary, voting trustee or
otherwise, and in that connection to deposit any security or debt instrument
with, or transfer any security or debt instrument to, any such committee,
depositary or trustee, and to delegate to them such power and
12
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authority with relation to any security or debt instrument (whether or not so
deposited or transferred) as the Trustees shall deem proper, and to agree to
pay, and to pay, such portion of the expenses and compensation of such
committee, depositary or trustee as the Trustees shall deem proper.
Section 3.11 Miscellaneous Powers. The Trustees shall have the power to:
(a) employ or contract with such Persons as the Trustees may deem desirable for
the transaction of the business of the Trust or any Series or Class thereof; (b)
enter into joint ventures, partnership and any other combinations or
associations; (c) purchase, and pay for out of Trust Property, insurance as they
deem necessary or appropriate for the conduct of the business, including without
limitation, policies insuring the Shareholders, Trustees, officers, employees,
agents, investment advisers, distributors, selected dealers or independent
contractors of the Trust or any Series or Class thereof against all claims
arising by reason of holding any such position or by reason of any action taken
or omitted by any such Person in such capacity, whether or not constituting
negligence, or whether or not the Trust would have the power to indemnify such
Person against such liability; (d) establish pension, profit-sharing, share
purchase, and other retirement, incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust; (e) make donations, irrespective of
benefit to the Trust, for charitable, religious, educational, scientific, civic
or similar purposes; (f) to the extent permitted by law, indemnify any Person
with whom the Trust or any Series or Class thereof has dealings, including any
adviser, administrator, manager, distributor and selected dealers with respect
to any Series, to such extent as the Trustees shall determine; (g) guarantee
indebtedness or contractual obligations of others; (h) determine and change the
fiscal year of the Trust and the method in which its accounts shall be kept; and
(i) adopt a seal for the Trust, provided that the absence of such seal shall not
impair the validity of any instrument executed on behalf of the Trust.
Section 3.12 Further Powers. The Trustees shall have power to conduct the
business of the Trust or any Series or Class thereof, carry on its operations
and maintain offices both within and without the Commonwealth of Massachusetts,
in any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States of America and
of foreign governments, and to do all such other things and execute all such
instruments as they deem necessary, proper or desirable in order to promote the
interests of the Trust or any Series or Class thereof although such things are
not herein specifically mentioned. Any determination as to what is in the
interests of the Trust or any Series or Class thereof made by the Trustees in
good faith shall be conclusive. In construing the provisions of this
Declaration, the presumption shall be in favor of a grant of power to the
Trustees. The Trustees will not be required to obtain any court
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order to deal with the Trust Property. No Trustee shall be required to give any
bond or other security for the performance of any of his duties hereunder.
ARTICLE IV
Advisory, Administrative, Management
and Distribution Arrangements
Section 4.1 Advisory and Management Arrangements. Subject to a Majority
Shareholder Vote, if required by law, of the applicable Series, the Trustees may
in their discretion from time to time enter into advisory, administrative or
management contracts whereby the other party to such contract shall undertake to
furnish to the Trustees such advisory, administrative and management services,
with respect to a Series as the Trustees shall from time to time consider
desirable and all upon such terms and conditions as the Trustees may in their
discretion determine. Subject to a Majority Shareholder Vote if required by
law, the investment adviser may engage one or more firms to serve as Portfolio
Manager to a Series pursuant to a sub-investment advisory contract in which the
Portfolio Manager makes all determinations with respect to the purchase and sale
of portfolio securities and places, in the names of the Series all orders for
execution of the Series' portfolio transactions upon such terms and conditions
and for such compensation as the Trustees may in their discretion approve. A
Portfolio Manager may, in turn, engage its own sub-adviser in managing a
particular Series. Notwithstanding any provisions of this Declaration, the
Trustees may authorize any adviser, portfolio manager, administrator or manager
(subject to such general or specific instructions as the Trustees may from time
to time adopt) to effect purchases, sales, loans or exchanges of portfolio
securities of any Series of the Trust on behalf of the Trustees or may authorize
any officer, employee or Trustee to effect such purchases, sales, loans or
exchanges pursuant to recommendations of any such adviser, portfolio manager,
administrator or manager (and all without further action by the Trustees). Any
such purchases, sales, loans or exchanges shall be deemed to have been
authorized by all of the Trustees.
Section 4.2 Distribution Arrangements. The Trustees may in their
discretion from time to time enter into a contract, providing for the sale of
the Shares of the Trust or any Series or Class of the Trust, whereby the Trust
may either agree to sell the Shares to the other party to the contract or
appoint such other party as its sales agent for such Shares. In either case,
the contract shall be on such terms and conditions as the Trustees may in their
discretion determine to be not inconsistent with the provisions of this Article
IV or the By-laws; 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 and may
provide that such other party may enter into selected dealer agreements with
registered securities dealers to further the
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purpose of the distribution or repurchase of the Shares. The Trustees may adopt
a Distribution Plan pursuant to Rule 12b-1 of the 1940 Act and may authorize the
Trust to make payments from its assets pursuant to such Plan.
Section 4.3 Parties to Contract. Any contract of the character described
in Sections 4.1 and 4.2 of this Article IV hereof may be entered into with any
corporation, firm, trust or association, although one or 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 such
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 IV
or the By-laws. The same person (including a firm, corporation, trust or
association) may be the other party to contracts entered into pursuant to
Sections 4.1 and 4.2 above, and any individual may be financially interested or
otherwise affiliated with persons who are parties to any or all of the contracts
mentioned in this Section 4.3.
Section 4.4 Provisions and Amendments. Any contract under which the other
party agrees to serve as investment adviser or principal underwriter for the
Fund or any Series or Class thereof, which is entered into pursuant to Sections
4.1 and 4.2 of this Article IV shall be consistent with and subject to the
requirements of Section 15 of the 1940 Act with respect to its continuance in
effect, its termination, and the method of authorization and approval of such
contract or renewal thereof, and no amendment to any contract entered into
pursuant to Section 4.1 shall be effective unless consented to by a Majority
Shareholder Vote of the applicable Series if required by law.
ARTICLE V
Limitations of Liability of Shareholders, Trustees and Others
Section 5.1 Trustees, Shareholders, etc. Not Personally Liable; Notice.
All persons extending credit to, contracting with or having any claim against
the Trust shall look only to the assets of the Series with which such person
dealt for payment under such credit, contract or claim; and neither the
Shareholders of any Series 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 Class, or the Trustees or any
of them in connection with the Trust shall be conclusively deemed to have been
executed or done only by or for the Trust (or the
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Series or Class) or the Trustees and not personally. Nothing in this
Declaration shall protect any Trustee or officer against any liability to the
Trust or the Shareholders to which such Trustee or officer 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 or of such officer.
Every note, bond, contract, instrument, certificate, share or undertaking
made or issued by the Trustees or by any officers or officer shall give notice
that this Declaration is on file with the Secretary of The Commonwealth of
Massachusetts and shall recite to the effect 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 bond, contract,
instrument, certificate, share or undertaking 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 5.2 Trustee's Good Faith Action; Expert Advice; No Bond or Surety.
The exercise by the Trustees of their powers and discretion hereunder shall be
binding upon everyone interested. A Trustee shall be liable for his 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. Subject
to the foregoing, (a) the Trustees shall not be responsible or liable in any
event for any neglect or wrongdoing of any officer, agent, employee, consultant,
adviser, administrator, distributor or principal underwriter, custodian or
transfer, dividend disbursing, Shareholder servicing or accounting agent of the
Trust, nor shall any Trustee be responsible for the act or omission of any other
Trustee; (b) the Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration and their duties as
Trustees, and shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice; and (c) in discharging
their duties, the Trustees, when acting in good faith, shall be entitled to rely
upon the books of account of the Trust and upon written reports made to the
Trustees by any officer appointed by them, any independent public accountant,
and (with respect to the subject matter of the contract involved) any officer,
partner or responsible employee of any adviser, administrator, manager,
distributor, selected dealer, appraiser or other expert, consultant or agent.
The Trustees as such shall not be required to give any bond or surety or any
other security for the performance of their duties.
Section 5.3 Indemnification of Shareholders. In case any Shareholder (or
former Shareholder) of any Series of the Trust
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shall be charged or held to be personally liable for any obligation or liability
of the Trust solely by reason of being or having been a Shareholder and not
because of such Shareholder's acts or omissions or for some other reason, said
Series (upon proper and timely request by the Shareholder) shall assume the
defense against such charge and satisfy any judgment thereon, and 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 of
said Series' estate to be held harmless from and indemnified against all loss
and expense arising from such liability.
Section 5.4 Indemnification of Trustees, Officers, etc. The Trust shall
indemnify (from the assets of the Trust or Series in question) each of its
Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise) [hereinafter referred to
as a "Covered Person"] against all liabilities, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and expenses, including reasonable accountants' and counsel fees,
incurred by any Covered Person in connection with the defense or disposition of
any action, suit or other proceeding, whether civil or criminal, before any
court or administrative or legislative body, in which such Covered Person may be
or may have been involved as a party or otherwise or with which such person may
be or may have been threatened, while in office or thereafter, by reason of
being or having been such a Trustee or officer, director or trustee, except with
respect to any matter as to which it has been determined that such Covered
Person (i) did not act in good faith in the reasonable belief that such Covered
Person's action was in or not opposed to the best interests of the Trust or (ii)
had acted with willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office
(either and both of the conduct described in (i) and (ii) being referred to
hereafter as "Disabling Conduct"). A determination that the Covered Person is
entitled to indemnification may be made by (i) a final decision on the merits by
a court or other body before whom the proceeding was brought that the person to
be indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of
a court action or an administrative proceeding against a Covered Person for
insufficiency of evidence of Disabling Conduct, or (iii) a reasonable
determination, based upon a review of the facts, that the indemnitee was not
liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of
Trustees who are neither "interested persons" of the Trust as defined in section
2(a)(19) of the 1940 Act nor parties to the proceeding, or (b) an independent
legal counsel in a written opinion. Expenses, including accountants' and
counsel fees so incurred by any such Covered Person (but excluding amounts paid
in satisfaction of judgments, in compromise or as fines or penalties), may be
paid from time to time by
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the Series in question in advance of the final disposition of any such action,
suit or proceeding, provided that the Covered Person shall have undertaken to
repay the amounts so paid to the Series in question if it is ultimately
determined that indemnification of such expenses is not authorized under this
Article V and (i) the Covered Person shall have provided security for such
undertaking, (ii) the Trust shall be insured against losses arising by reason of
any lawful advances, or (iii) a majority of a quorum of the disinterested
Trustees who are not a party to the proceeding, or an independent legal counsel
in a written opinion, shall have determined, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that there is reason
to believe that the Covered Person ultimately will be found entitled to
indemnification.
Section 5.5 Compromise Payment. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 5.4,
pursuant to a consent decree or otherwise, no such indemnification either for
said payment or for any other expenses shall be provided unless such
indemnification shall be approved (a) by a majority of the disinterested
Trustees who are not parties to the proceeding or (b) by an independent legal
counsel in a written opinion. Approval by the Trustees pursuant to clause (a)
or by independent legal counsel pursuant to clause (b) shall not prevent the
recovery from any Covered Person of any amount paid to such Covered Person in
accordance with any of such clauses as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that such Covered Person's action was in
or not opposed to the best interests of the Trust or to have been liable to the
Trust or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
Covered Person's office.
Section 5.6 Indemnification Not Exclusive, etc. The right of
indemnification provided by this Article V shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. As used in
this Article V, "Covered Person" shall include such person's heirs, executors
and administrators; "interested Covered Person" is one against whom the action,
suit or other proceeding in question or another action, suit or other proceeding
on the same or similar grounds is then or has been pending or threatened, and a
"disinterested" person is a person against whom none of such actions, suits or
other proceedings or another action, suit or other proceeding on the same or
similar grounds is then or has been pending or threatened. Nothing contained in
this Article shall affect any rights to indemnification to which personnel of
the Trust, other than Trustees and officers, and other persons may be entitled
by contract or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of any such person.
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Section 5.7 Liability of Third Persons Dealing with Trustees. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
ARTICLE VI
Shares of Beneficial Interest
Section 6.1 Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable shares of beneficial interest which
may be divided into one or more separate and distinct series, or classes
thereof, as the Trustees from time to time create and establish. Each share
shall have a par value of $.001. The number of such shares of beneficial
interest authorized hereunder is unlimited. All Shares issued hereunder
including, without limitation, Shares issued in connection with a dividend in
Shares or a split of Shares, shall be fully paid and nonassessable.
Section 6.2 Series Designation. The Trustees, in their discretion from
time to time, may authorize the division of Shares into additional Series, each
additional Series relating to a separate portfolio of investments. The
following Series are hereby established and designated:
Utility Stock Fund
NFJ Equity Income Fund
NFJ Diversified Low P/E Fund
NFJ Small Cap Value Fund
Cadence Capital Appreciation Fund
Cadence Mid Cap Growth Fund
Cadence Micro Cap Growth Fund
Cadence Small Cap Growth Fund
Columbus Circle Investors Core Equity Fund
Columbus Circle Investors Mid Cap Equity Fund
Columbus Circle Investors Small Cap Equity Fund
Parametric Enhanced Equity Fund
Parametric International Equity Fund
Blairlogie Emerging Markets Fund
Blairlogie International Active Fund
Balanced Fund
Money Market Variable Fund
Managed Bond and Income Variable Fund
Equity Income Variable Fund
Diversified Low P/E Variable Fund
Capital Appreciation Variable Fund
Small Cap Value Variable Fund
Mid Cap Growth Variable Fund
Enhanced Equity Variable Fund
International Equity Variable Fund
Emerging Markets Variable Fund
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International Active Variable Fund
These Series shall be the only Series until additional Series are established
and designated by the Trustees. Different Series may be established and
designated and variations in the relative rights and preferences as between the
different Series shall be fixed and determined by the Trustees; provided that
all Shares shall be identical except that there may be variations between
different Series as to investment policies, securities portfolios, purchase
price, determination of net asset value, the price, terms and manner of
redemption, special and relative rights as to dividends and on liquidation,
conversion rights, and conditions under which the several Series shall have
separate voting rights. All references to Shares in this Declaration shall be
deemed to be shares of any or all Series as the context may require.
The following provisions shall be applicable to all Series:
(a) The number of Shares of each Series that may be issued shall be
unlimited. The Trustees may classify or reclassify any unissued
Shares or any Shares previously issued and required of any Series
into one or more Series that may be established and designated
from time to time. The Trustees may hold as treasury Shares (of
the same or some other Series), reissue for such consideration
and on such terms as they may determine, or cancel any Shares of
any Series reacquired by the Trust at their discretion from time
to time.
(b) The power of the Trustees to invest and reinvest the Trust
Property of each Series that has been or that may be established
shall be governed by Section 3.2 of this Declaration.
(c) 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 irrevocably
belong to that Series for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of
account of the Trust. In the event that there are any assets,
income, earnings, profits and proceeds thereof, funds or payments
which are not readily identifiable as belonging to any particular
Series, the Trustees shall allocate them among any one or more of
the Series established and designated from time to
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time in such manner and on such basis as they, in their sole
discretion, deem fair and equitable. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of
all Series for all purposes.
(d) The assets belonging to each particular Series shall be charged
with the liabilities of the Trust in respect of that Series and
all expenses, costs, charges and reserves attributable to that
Series, and any general liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable as
belonging to any particular Series shall be allocated and charged
by the Trustees to and among any one or more of the Series
established and designated from time to time in such manner and
on such basis as the Trustees in their sole discretion deem fair
and equitable. Each allocation of liabilities, expenses, costs,
charges and reserves by the Trustees shall be conclusive and
binding upon the holders of all Series for all purposes. The
Trustees shall have full discretion, to the extent not
inconsistent with the 1940 Act, to determine which items shall be
treated as income and which items as capital; and each such
determination and allocation shall be conclusive and binding upon
the Shareholders.
(e) The power of the Trustees to pay dividends and make distributions
with respect to any one or more Series shall be governed by
Section 9.2 of this Trust. Dividends and distributions on Shares
of a particular Series may be paid with such frequency as the
Trustees may determine, which may be daily or otherwise, pursuant
to a standing resolution or resolutions adopted only once or with
such frequency as the Trustees may determine, to the holders of
Shares of that Series, from such of the income and capital gains,
accrued liabilities belonging to that Series. 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.
The establishment and designation of any additional Series of Shares shall
be effective upon the execution by a majority of the then Trustees of any
instrument setting forth the establishment and designation of such Series. Such
instrument shall also set forth any rights and preferences of such Series which
are in addition to the rights and preferences of Shares set forth in this
Declaration. The Trustees may by an instrument executed by
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a majority of their number abolish a Series and the establishment and
designation thereof. Each instrument referred to in this paragraph shall have
the status of an amendment to this Declaration.
Section 6.2.1 Class Designation. The Trustees, in their discretion, may
authorize the division of the Shares of the Trust or the Shares of any Series,
into two or more Classes, and the different Classes shall be established and
designated, and the variations in the relative rights and preferences as between
the different Classes shall be fixed and determined, by the Trustees; provided,
that all Shares of the Trust or of any Series shall be identical to all other
Shares of the Trust or the same Series, as the case may be, except that there
may be variations between different Classes as to allocation of expenses, right
of redemption, special and relative rights as to dividends, and on liquidation,
conversion rights, and conditions under which the several Classes shall have
separate voting rights. All references to Shares in this Declaration shall be
deemed to be Shares of any or all Classes as the context may require.
If the Trustees shall divide the Shares of the Trust or any Series into two
or more Classes, the following provisions shall be applicable:
(a) All provisions herein relating to the Trust, or any Series of the
Trust, shall apply equally to each Class of Shares of the Trust
or of any Series of the Trust, except as the context requires
otherwise.
(b) The number of Shares of each Class that may be issued shall be
unlimited. The Trustees may classify or reclassify any unissued
Shares of the Trust or any Series or any Shares previously issued
and reacquired of any Class of the Trust or of any Series into
one or more Classes that may be established and designated from
time to time. The Trustees may hold as treasury Shares (of the
same or some other Class), reissue for such consideration and on
such terms as they may determine, or cancel any Shares of any
Class reacquired by the Trust at their discretion from time to
time.
(c) Liabilities, expenses, costs, charges and reserves related to the
distribution of, and other identified expenses that should
properly be allocated to, the Shares of a particular Class may be
charged to and borne solely by such Class, and the bearing of
expenses solely by a Class of Shares may be appropriately
reflected (in a manner determined by the Trustees) and cause
differences in the net asset value attributable to, and the
dividend, redemption and liquidation rights of, the
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Shares of different Classes. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all classes for
all purposes.
The establishment and designation of any Class of Shares shall be effective
upon the execution of a majority of the then Trustees of an instrument setting
forth such establishment and designation and the relative rights and preferences
of such Class, or as otherwise provided in such instrument. The Trustees may,
by an instrument executed by a majority of their number, abolish any Class and
the establishment and designation thereof. Each instrument referred to in this
paragraph shall have the status of an amendment to this Declaration.
Section 6.3 Rights of Shareholders. The ownership of the Trust Property
of every description and the right to conduct any business hereinbefore
described are vested exclusively in the Trustees, and the Shareholders shall
have no interest therein other than the beneficial interest conferred by their
Shares with respect to a particular Series or Class, and they shall have no
right to call for any partition or division of any property, profits, rights or
interests of the Trust nor can they be called upon to share or assume any losses
of the Trust, or suffer an assessment of any kind by virtue of their ownership
of Shares. The Shares shall be personal property giving only the rights in this
Declaration specifically set forth. The Shares shall not entitle the holder to
preference, preemptive, appraisal, conversion or exchange rights (except for
rights to exchange Shares of one Series for Shares of another Series or Class or
rights to convert shares of one Class for shares of another Class as set forth
in the Prospectus).
Section 6.4 Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to
create a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners or members of a joint stock
association.
Section 6.5 Issuance of Shares. The Trustees, in their discretion, may
from time to time without a vote of the Shareholders issue Shares with respect
to any Series that may have been established pursuant to Section 6.2.1 or any
Class that may have been established pursuant to Section 6.2.1, in addition to
the then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount not less than the then current net asset
value of said Shares and type of consideration, including cash or property, at
such time or times and on such terms as the Trustee may deem best, and may in
such
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manner acquire other assets (including the acquisition of assets subject to, and
in connection with the assumption of, liabilities) and businesses. In
connection with any issuance of Shares, the Trustees may issue 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 such Series or Class of the Trust.
Contributions to the Trust may be accepted for, and Shares shall be redeemed as,
whole Shares and/or 1/1,000ths of a Share or multiples thereof.
Section 6.6 Register of Shares. A register shall be kept at the Trust or
the offices of any transfer agent duly appointed by the Trustees under the
direction of the Trustees which shall contain the names and addresses of the
Shareholders and the number of Shares (with respect to each Series and Class
that may have been established) held by them respectively and a record of all
transfers thereof. Separate registers shall be established and maintained for
each Series and Class of the Trust. Each such register shall be conclusive as
to who are the holders of the Shares of the applicable Series and Class and who
shall be entitled to receive dividends or distributions or otherwise to exercise
or enjoy the rights of Shareholders. No Shareholder shall be entitled to
receive payment of any dividend or distribution, nor to have notice given to him
as herein provided, until he has given his address to a transfer agent or such
other officer or agent of the Trustees as shall keep the register for entry
thereon. The Trust shall not be required to issue certificates for the Shares;
however, the Trustees, in their discretion, may authorize the issuance of share
certificates and promulgate appropriate rules and regulations as to their use.
Section 6.7 Transfer Agent and Registrar. The Trustees, or an agent of
the Trust selected by the Trustees, shall have power to employ a transfer agent
or transfer agents, and a registrar or registrars, with respect to the Shares of
the various Series and Classes. The transfer agent may keep the applicable
register and record therein the original issues and transfers, if any, of the
said Shares of the applicable Series and Classes. Any such transfer agent and
registrar shall perform the duties usually performed by transfer agents and
registrars of certificates of stock in a corporation, except as modified by the
Trustees.
Section 6.8 Transfer of Shares. Except as otherwise provided by the
Trustees, Shares shall be transferable on the records of the Trust only by the
record holder thereof or by his agent thereto duly authorized in writing, upon
delivery to the Trustees or a transfer agent of the Trust of a duly executed
instrument of transfer, together with such evidence of the genuineness of each
such execution and authorization and of other matters as may reasonably be
required. Upon such delivery, the transfer shall be recorded on the applicable
register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes
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[LOGO of PIMCO]
PIMCO Funds: Equity Advisors Series
INVESTMENT ADVISER
PIMCO Advisors L.P.
840 Newport Center Drive
Newport Beach, CA 92660
ADMINISTRATOR
Pacific Investment Management Company
840 Newport Center Drive, Suite 360
Newport Beach, CA 92660
CUSTODIAN AND TRANSFER AGENT
Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, MO 64105
ACCOUNTANTS
Price Waterhouse LLP
1055 Broadway
Kansas City, MO 64105
COUNSEL
Dechert Price & Rhoads
1500 K Street, N.W., Suite 500
Washington, DC 20005
PROSPECTUS
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March 1, 1996
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements
(1) Part A
Financial Highlights
(2) Part B
Financial statements dated as of October 31, 1994 are
incorporated by reference in the Statement of Additional
Information from the Funds' Annual Report dated as of
October 31, 1994, and financial statements dated as of April
30, 1995 are incorporated by reference in the Statement of
Additional Information from the Funds' Semi-Annual Report
dated as of April 30, 1995 and include the following:
Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets
Notes to Financial Statements
Financial Highlights
Portfolio of Investments
(b) Exhibits (the number of each exhibit relates to the exhibit
designation in Form N-1A):
(1)(a) Agreement and Declaration of Trust(1)
(b) Amendment to Agreement and Declaration of Trust dated
October 24, 1990(2)
(c) Amendment to Agreement and Declaration of Trust dated
November 16, 1990(3)
(d) Amendment to Agreement and Declaration of Trust dated
November 29, 1990(4)
(e) Amendment to Agreement and Declaration of Trust dated
December 14, 1990(4)
(f) Form of Amendment to Agreement and Declaration of Trust
dated February 1, 1991(4)
(g) Amendment to Agreement and Declaration of Trust dated May 9,
1991(5)
II-1
<PAGE>
(h) Amendment to Agreement and Declaration Trust dated August 6,
1992(6)
(i) Amendment to Agreement and Declaration of Trust dated
February 26, 1993(7)
(j) Amended and Restated Agreement and Declaration of Trust
dated May 7, 1993(8)
(k) Amendment to Amended and Restated Agreement and Declaration
of Trust dated July 15, 1993(9)
(l) Amendment to Amended and Restated Agreement and Declaration
of Trust dated October 29, 1993(10)
(m) Amendment to Amended and Restated Agreement and Declaration
of Trust dated March 4, 1994(11)
(n) Amendment to Amended and Restated Agreement and Declaration
of Trust dated August 12, 1994(12)
(o) Amendment to Amended and Restated Agreement and Declaration
of Trust dated November 7, 1994(13)
(p) Form of Amended and Restated Agreement and Declaration of
Trust as of November 28, 1995
(2)(a) By-Laws(1)
(3) Not Applicable
(4)(a) Specimen of Security(4)
(b) Form of Specimen of Security for Mid Cap Growth Portfolio(5)
(c) Form of Specimen of Security for Emerging Markets
Portfolio(6)
(d) Form of Specimen of Security for International Diversified
Portfolio(7)
(e) Form of Specimen of Security for Micro Cap Growth
Portfolio(7)
II-2
<PAGE>
(f) Forms of Specimen of Security for Variable Portfolios(9)
(g) Form of Specimen of Security for Utility Stock Portfolio(10)
(h) Forms of Specimen of Security for Core Equity, Mid Cap
Equity, and Small Cap Equity Funds (collectively, "Columbus
Circle Funds")(12)
(5)(a) Form of Investment Advisory Agreement(12)
(b) (i) Form of Portfolio Management Agreement with
Pacific Mutual Life Insurance Company(12)
(ii) Form of Portfolio Management Agreement with
Pacific Investment Management Company(12)
(iii) Form of Portfolio Management Agreement with NFJ
Investment Group(12)
(iv) Form of Portfolio Management Agreement with
Cadence Capital Management(12)
(v) Form of Portfolio Management Agreement with
Parametric Portfolio Associates(12)
(vi) Form of Portfolio Management Agreement with
Blairlogie Capital Management(12)
(vii) Form of Portfolio Management Agreement with
Columbus Circle Investors(12)
(c) (i) Form of Administration Agreement(15)
(ii) Form of Sub-Administration Agreement(15)
(6) Form of Distribution Agreement(12)
(7) Not Applicable
II-3
<PAGE>
(8) (i) Form of Custody Agreement(3)
(ii) Form of Addendum to Custody Agreement for
Strategic Allocation Portfolio(4)
(iii) Form of Addendum to Custody Agreement for Mid Cap
Growth Portfolio(5)
(iv) Form of Addendum to Custody Agreement for Emerging
Markets Portfolio, International Active Portfolio,
and Micro Cap Growth Portfolio(7)
(v) Form of Addendum to Custody Agreement for Variable
Portfolios(9)
(vi) Form of Addendum to Custody Agreement for Utility
Stock Portfolio(10)
(vii) Form of Addendum to Custody Agreement for Columbus
Circle Funds(12)
(viii) Form of Assignment of Custody Agreement(15)
(9) (a) (i) Form of Agency Agreement(3)
(ii) Form of Addendum to Agency Agreement for Strategic
Allocation Portfolio(4)
(iii) Form of Addendum to Agency Agreement for Mid Cap
Growth Portfolio(5)
(iv) Form of Addendum to Agency Agreement for Emerging
Markets Portfolio, International Active Portfolio,
and Micro Cap Growth Portfolio(7)
(v) Form of Addendum to Agency Agreement for Variable
Portfolios(9)
II-4
<PAGE>
(vi) Form of Addendum to Agency Agreement for Utility
Stock Portfolio(10)
(vii) Form of Addendum to Agency Agreement for Columbus
Circle Funds(12)
(viii) Form of Assignment of Agency Agreement(15)
(b) Form of Service Plan for Institutional Services Shares(11)
(10) Opinion and Consent of Counsel(2)
(11) Consent of Independent Accountants
(12) (a) Annual Report dated October 31, 1994(13)
(b) Semi-Annual Report dated April 30, 1995(14)
(13) Initial Capital Agreement(2)
(14) Not Applicable
(15) Not Applicable
(16) Schedule of Computation of Performance(13)
(17) Not Applicable
(18) Form of Multiple Class Plan Pursuant to Rule 18f-3(15)
__________________
1 Included in the Registrant's initial Registration Statement on Form N-1A
(File No. 33-36528), as filed on August 24, 1990.
2 Included in Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A (File No. 33-36528), as filed on November 2, 1990.
3 Included in Pre-Effective Amendment No. 2 to the Registration Statement on
Form N-1A (File No. 33-36528), as filed on November 30, 1990.
II-5
<PAGE>
4 Included in Post-Effective Amendment No. 1 to the Registration Statement on
Form N-1A (File No. 33-36528), as filed on February 5, 1991.
5 Included in Post-Effective Amendment No. 2 to the Registration Statement on
Form N-1A (File No. 33-36528), as filed on June 18, 1991.
6 Included in Post-Effective Amendment No. 4 to the Registration Statement on
Form N-1A (File No. 33-36528), as filed on October 30, 1992.
7 Included in Post-Effective Amendment No. 6 to the Registration Statement on
Form N-1A (File No. 33-36528), as filed on April 2, 1993.
8 Included in Post-Effective Amendment No. 8 to the Registration Statement on
Form N-1A (File No. 33-36528), as filed on July 9, 1993.
9 Included in Post-Effective Amendment No. 9 to the Registration Statement on
Form N-1A (File No. 33-36528), as filed on August 11, 1993.
10 Included in Post-Effective Amendment No. 10 to the Registration Statement
on Form N-1A (File No. 33-36528), as filed on November 4, 1993.
11 Included in Post-Effective Amendment No. 13 to the Registration Statement
on Form N-1A (File No. 33-36528), as filed on April 12, 1994.
12 Included in Post-Effective Amendment No. 15 to the Registration Statement
on Form N-1A (File No. 33-36528), as filed on October 14, 1994.
13 Included in Post-Effective Amendment No. 16 to the Registration Statement
on Form N-1A (File No. 33-36528), as filed on December 28, 1994.
14 Included in Post-Effective Amendment No. 17 to the Registration Statement
on Form N-1A (File No. 33-36528), as filed on June 28, 1995.
15 Included in Post-Effective Amendment No. 19 to the Registration Statement
on Form N-1A (File No. 33-36528), as filed on October 31, 1995.
II-6
<PAGE>
Item 25. Persons Controlled by or Under Common Control with Registrant.
As of September 30, 1995, Pacific Mutual Life Insurance Company owned 68%
of the outstanding shares of the Columbus Circle Investors Mid Cap Equity Fund,
30% of the Parametic Enhanced Equity Fund, and 31% of the NFJ Small Cap Value
Fund; The Northern Trust Company as Trustee for Great Lakes Chemical Master
Retirement Trust owned 69% of the outstanding shares of the NFJ Diversified Low
P/E Fund; Pacific Financial Asset Management Corporation owned 36% of the
outstanding shares of the Blairlogie International Active Fund; Charles Schwab &
Company owned 35% of the outstanding shares of the Blairlogie Emerging Markets
Fund; and The Bank of New York as Trustee for Melville Corporation owned 82% of
the outstanding shares of the Columbus Circle Investors Core Equity Fund.
Item 26. Number of Holders of Securities.
As of December 26, 1995, the number of shareholders of each
operational Fund was as follows:
<TABLE>
<CAPTION>
Number of
Fund (Institutional Class) Record Holders
<S> <C>
NFJ Equity Income Fund 219
NFJ Diversified Low P/E Fund 31
NFJ Small Cap Value Fund 161
Cadence Capital Appreciation Fund 209
Cadence Mid Cap Growth Fund 223
Cadence Micro Cap Growth Fund 67
Cadence Small Cap Growth Fund 49
Columbus Circle Investors Core Equity Fund 111
Columbus Circle Investors Mid Cap Equity Fund 111
Parametric Enhanced Equity Fund 140
Blairlogie Emerging Markets Fund 196
Blairlogie International Active Fund 141
Balanced Fund 26
<CAPTION>
Number of
Fund (Administrative Class) Record Holders
<S> <C>
NFJ Equity Income Fund 8
Cadence Mid Cap Growth Fund 9
Columbus Circle Investors Core Equity Fund 4
Blairlogie Emerging Markets Fund 5
Blairlogie International Active Fund 7
NFJ Small Cap Value Fund 1
Cadence Small Cap Growth Fund 1
</TABLE>
II-7
<PAGE>
Item 27. Indemnification.
Reference is made to Article 5, Section 5.4 of the Registrant's
Agreement and Declaration of Trust, which is incorporated by reference herein.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant by the Registrant pursuant to the Fund's Articles of
Incorporation, its By-Laws or otherwise, the Registrant is aware that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and, therefore, is unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by directors,
officers or controlling persons or the Registrant in connection with the
successful defense of any act, suit or proceeding) is asserted by such
directors, officers or controlling persons in connection with shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.
Item 28. Business and Other Connections of Current Investment Adviser.
Unless otherwise stated, the principal business address of each
organization listed is 840 Newport Center Drive, Newport Beach, CA 92660.
PIMCO Advisors L.P.
<TABLE>
<CAPTION>
Position
Name with Adviser Other Affiliations
<S> <C> <C>
Walter E. Auch, Sr. Member of Equity Management
Board Consultant; Former
Director, Thomson
Advisory Group L.P.
David B. Breed Member of Director, Managing
Operating Board Director and Chief
Executive Officer,
Cadence Capital
Management, Inc.;
Managing Director
and Chief
Executive
</TABLE>
II-8
<PAGE>
<TABLE>
<S> <C> <C>
Officer, Cadence
Capital Management.
Donald A. Chiboucas Member of Director and
Operating Board President, Columbus
Circle Investors
Management, Inc.;
Managing Director
and President,
Columbus Circle
Investors.
William D. Cvengros Chief Executive None.
Officer and
President, Member
of Operating
Board, Operating
Committee, and
Equity Board
Walter B. Gerken Member of Equity Director of Southern
Board California Edison
Company; Director of
Times Mirror
Company; Director of
Whittaker
Corporation;
Director of
Management
Compensation Group;
Director of
Executive Services
Corps. of Southern
California; Director
of Automobile Club
of Southern
California.
William H. Gross Member of Director and
Operating Board Managing Director,
and Equity Board PIMCO Management,
Inc.; Managing
Director, Pacific
Investment
Management Company;
Director and Vice
President, Pacific
Investment
Administrative
Services Co., 840
Newport Center
</TABLE>
II-9
<PAGE>
<TABLE>
<S> <C> <C>
Drive, Newport
Beach, CA (December
1988 to present);
Senior Vice
President, PIMCO
Funds (April 1987 to
present); Director
and Vice President,
StocksPlus
Management, Inc.,
840 Newport Center
Drive, Newport
Beach, CA (March
1987 to present).
Brent R. Harris Member of Director and
Operating Board Managing Director,
PIMCO Management,
Inc.; Managing
Director, Pacific
Investment
Management Company;
Chairman of the
Board and Trustee,
PIMCO Funds.
Donald R. Kurtz Member of Equity Vice President of
Board Internal Asset
Management, General
Motors Investment
Management Corp.;
Former Director,
Thomson Advisory
Group L.P.
Dean S. Meiling Member of Director and
Operating Board Managing Director,
PIMCO Management,
Inc.; Managing
Director, Pacific
Investment
Management Company;
Vice President,
StocksPlus
Management, Inc.
(February 1989 to
present); Director,
Stocksplus
Management, Inc.,
840 Newport Center
Drive, Newport
</TABLE>
II-10
<PAGE>
<TABLE>
<S> <C> <C>
Beach, CA (March
1987 to present);
Vice President and
Assistant Secretary,
Pacific Investment
Administrative
Services, Co., 840
Newport Center
Drive, Newport
Beach, CA (January
1989 to present);
Director, Pacific
Investment
Administrative
Services, Co.
(December 1988 to
present); Vice
President, PIMCO
Funds (April 1987 to
present).
Donald K. Miller Member of Equity Former Director and
Board Vice Chairman,
Thomson Advisory
Group L.P.
James F. Muzzy Member of Director and
Operating Board Managing Director,
PIMCO Management,
Inc.; Managing
Director, Pacific
Investment
Management Company;
Director and Vice
President, Pacific
Investment
Administrative
Services Co., 840
Newport Center
Drive, Newport
Beach, CA (December
1988 to present);
Vice President,
PIMCO Funds (April
1987 to present);
Director and Vice
President,
StocksPlus
Management, Inc.,
840 Newport Center
Drive, Newport
</TABLE>
II-11
<PAGE>
<TABLE>
<S> <C> <C>
Beach, CA (March
1987 to present).
Daniel S. Pickett Member of Managing Director,
Operating Board Columbus Circle
Investors; Director,
Columbus Circle
Investors
Management, Inc.
William F. Podlich, Member of Director and
III Operating Board Managing Director,
and Equity Board PIMCO Management,
Inc.; Managing
Director, Pacific
Investment
Management Company;
Director and
President, Pacific
Investment
Administrative
Services Co., 840
Newport Center
Drive, Newport
Beach, CA (December
1988 to present);
Trustee, PIMCO
Funds; President and
Director, StocksPlus
Management, Inc.,
840 Newport Center
Drive, Newport
Beach, CA (March
1987 to present).
William C. Powers Member of Director and
Operating Board Managing Director,
PIMCO Management,
Inc.; Managing
Director, Pacific
Investment
Management Company.
Glenn S. Schafer Member of Equity President and
Board Director, Pacific
Mutual Life
Insurance Company;
Chairman, Chief
Executive Officer,
and Director,
</TABLE>
II-12
<PAGE>
<TABLE>
<S> <C> <C>
Pacific Corinthian
Life Insurance
Company.
Irwin F. Smith Member of Chairman and
Operating Board, Managing Director,
Operating Columbus Circle
Committee, and Investors; Director,
Equity Board Columbus Circle
Investors
Management, Inc.
Thomas C. Sutton Member of Equity Chairman, Chief
Board Executive Officer
and Director,
Pacific Mutual Life
Insurance Company.
William S. Member of Director, Managing
Thompson, Jr. Operating Board, Director and Chief
Operating Executive Officer,
Committee, and PIMCO Management,
Equity Board Inc.; Chief
Executive Officer
and Managing
Director, Pacific
Investment
Management Company.
</TABLE>
Cadence Capital Management
Exchange Place, 53 State Street,
Boston, Massachusetts 02109
<TABLE>
<CAPTION>
Position
Name with Adviser Other Affiliations
<S> <C> <C>
William B. Bannick Managing Director Director and
and Executive Managing Director,
Vice President Cadence Capital
Management, Inc.
David B. Breed Managing Director Director, Managing
and Chief Director and Chief
Executive Officer Executive Officer,
Cadence Capital
Management, Inc.
</TABLE>
II-13
<PAGE>
NFJ Investment Group
2121 San Jacinto, Suite 1440,
Dallas, Texas 75201
<TABLE>
<CAPTION>
Position
Name with Adviser Other Affiliations
<S> <C> <C>
Benno J. Fischer Managing Director Director and
Managing Director,
NFJ Management, Inc.
John L. Johnson Managing Director Director and
Managing Director,
NFJ Management, Inc.
Jack C. Najork Managing Director Director, Managing
Director and
Chairman, NFJ
Management, Inc.
Parametric Portfolio Associates
7310 Columbia Center, 701 Fifth Avenue,
Seattle, Washington 98104-7090
<CAPTION>
Position
Name with Adviser Other Affiliations
<S> <C> <C>
William E. Managing Director Director and
Cornelius, Jr. Managing Director,
Parametric
Management, Inc.
Mark W. England- Managing Director Director, Managing
Markun Director and Chief
Executive Officer,
Parametric
Management, Inc.
</TABLE>
II-14
<PAGE>
Pacific Mutual Life Insurance Company
700 Newport Center Drive
Newport Beach, California 92660
<TABLE>
<CAPTION>
Position
Name with Adviser Other Affiliations
<S> <C> <C>
Thomas C. Sutton Chairman, Chief See above.
Executive Officer
and Director
Harry G. Bubb Director and None.
Chairman Emeritus
Richard M. Ferry Director President and
Director, Korn/Ferry
International, 1800
Century Park East,
Los Angeles, CA (May
1980 to present);
Director of Avery
Dennison
Corporation, 150
North Orange Grove
Boulevard, Pasadena,
CA; Director or
ConAm Management;
Director of Dole
Food Co.; Director
of First Business
Bank; Director of
Management
Compensation Group;
Director of
Northwestern
Restaurants, Inc.
Donald E. Guinn Director Chairman Emeritus
and Director,
Pacific Telesis
Group, 130 Kearney
St., San Francisco,
CA (May 1988 to
present); Director
of Pacific Bell;
Director of The Dial
Corporation;
Director of Bank of
America NT&SA;
Director of Bank of
America
Corporation;
</TABLE>
II-15
<PAGE>
<TABLE>
<S> <C> <C>
Director of Pyramid
Technology
Corporation.
Ignacio E. Lozano, Director Chairman and Editor-
Jr. in-Chief, La
Opinion, 411 West
5th Street, 12th
Floor, Los Angeles,
CA (September 1986
to present);
Director of
BankAmerica
Corporation;
Director of Bank of
America NT&SA;
Director of Pacific
Enterprises;
Director of The Walt
Disney Company.
Charles A. Lynch Director Chairman, Market
Value Partners
Company, 3000 Sand
Hill Road #1-125,
Menlo Park, CA
(March 1990 to
present); Director,
Syntex Corporation,
3401 Hillview
Avenue, Palo Alto,
CA (March 1989 to
present); Director,
Nordstrom, Inc.,
1501 Fifth Avenue,
Seattle, WA (August
1985 to present);
Director of Mid-
Peninsula Bank;
Director of
Greyhound Lines,
Inc.; Director of
Fresh Choice, Inc.
Allen W. Mathies, Director President and Chief
Jr., MD Executive Officer,
Huntington Memorial
Hospital, 100 West
California
Boulevard, Pasadena,
CA (July 1985
to
</TABLE>
II-16
<PAGE>
<TABLE>
<S> <C> <C>
present); President
and Chief Executive
Officer of Southern
California Health
Care Systems.
Charles D. Miller Director Director, Chairman
of the Board and
Chief Executive
Officer, Avery
Dennison
Corporation, 150
North Orange Grove
Boulevard, Pasadena,
CA (November 1983 to
present); Director
of Great Western
Financial
Corporation;
Director of
Nationwide Health
Properties, Inc.;
Director of Southern
California Edison
Company.
Donn B. Miller Director Director and
President, Pearson-
Sibert Oil Co. of
Texas, 136 El
Camino, Suite 216,
Beverly Hills, CA;
Director of Carter
Hawley Hale Stores,
Inc.; Director of
Automobile Club of
Southern California;
Director of The
Irvine Company;
formerly Senior
Partner, O'Melveny &
Meyers, 400 South
Hope Street, Suite
150, Los Angeles,
CA.
Susan Westerberg Director Dean, U.C.L.A.
Prager School of Law, 405
Hilgard Avenue, Los
Angeles, CA (July
1982 to
present);
</TABLE>
II-17
<PAGE>
<TABLE>
<S> <C> <C>
Director of
California
Leadership.
James R. Ukropina Director Partner with the law
firm of O'Melveney &
Meyers; Director,
Lockheed
Corporation, 4500
Park Granada Blvd.,
Calabasas, CA (May
1988 to present).
Raymond L. Watson Director Vice Chairman and
Director, The Irvine
Company, 550 Newport
Center, Newport
Beach, CA (September
1986 to present);
Director of The Walt
Disney Company;
Director of The
Mitchell Energy and
Development Company.
Glenn S. Schafer President Chairman and
Director of Mutual
Service Corporation
and United Planner's
Group, Inc.;
Director of Pacific
Financial Holding
Company, Group
Holding Company, PM
Group Life Insurance
Company and Pacific
Corinthian Life
Insurance Company.
Khanh T. Tran Vice President None.
and Treasurer
David R. Carmichael Senior Vice Director and General
President and Counsel, Pacific
General Counsel Corinthian Life
Insurance Company
and PM Group Life
Insurance Company;
Director of
Association
of
</TABLE>
II-18
<PAGE>
<TABLE>
<S> <C> <C>
California Life
Insurance Companies.
Audrey L. Milfs Vice President None.
and Secretary
Edward R. Byrd Vice President None.
and Controller
</TABLE>
Pacific Investment Management Company
840 Newport Center Drive,
Newport Beach, California 92660
<TABLE>
<CAPTION>
Position
Name with Adviser Other Affiliations
<S> <C> <C>
William S. Chief Executive See above.
Thompson, Jr. Officer and
Managing Director
David H. Edington Managing Director Director, PIMCO
Management, Inc.
William H. Gross Managing Director See above.
Dean S. Meiling Managing Director See above.
James F. Muzzy Managing Director See above.
William F. Podlich, Managing Director See above.
III
William C. Powers Managing Director See above.
John L. Hague Managing Director Director, PIMCO
Management, Inc.
Brent R. Harris Managing Director See above.
Frank B. Managing Director Director, PIMCO
Rabinovitch Management, Inc.
</TABLE>
II-19
<PAGE>
Columbus Circle Investors
Metro Center
One Station Place, 8th Floor
Stamford, Connecticut 06902
<TABLE>
<CAPTION>
Position
Name with Adviser Other Affiliations
<S> <C> <C>
Irwin F. Smith Chairman and Director and
Managing Director Chairman, Columbus
Circle Investors
Management, Inc.
Donald A. Chiboucas President and Director and
Managing Director President, Columbus
Circle Investors
Management, Inc.
Robert W. Fehrman Managing Director Director, Columbus
Circle Investors
Management, Inc.
Louis P. Celentano Managing Director Director and Vice
President, Columbus
Circle Investors
Management, Inc.
Amy M. Hogan Managing Director Director, Columbus
Circle Investors
Management, Inc.
Daniel S. Pickett Managing Director Director, Columbus
Circle Investors
Management, Inc.
</TABLE>
Blairlogie Capital Management, Limited
4th Floor, 125 Princes Street
Edinburgh EH2 4AD, Scotland
<TABLE>
<CAPTION>
<S> <C> <C>
Position
Name with Adviser Other Affiliations
Gavin R. Dobson Chief Executive Director, Blairlogie
Officer and Holdings Limited
Managing Director (U.K.)
James G.S. Smith Chief Investment Director, Blairlogie
Officer and Holdings Limited
Managing Director (U.K.)
</TABLE>
II-20
<PAGE>
<TABLE>
<S> <C> <C>
John R.W. Stevens Chief Operating Director, Blairlogie
Officer and Holdings Limited
Managing Director (U.K.)
</TABLE>
Item 29. Principal Underwriters.
(a) PIMCO Advisors Distribution Company. PIMCO Advisors Distribution
Company (the "Distributor") serves as Distributor of shares of the
Fund. The Distributor is a wholly-owned subsidiary of PIMCO Advisors
L.P., the Investment Adviser and Administrator of the Registrant.
(b)
<TABLE>
<CAPTION>
Positions and Positions
Name and Principal Offices with and Offices
Business Address* Underwriter with Registrant
<S> <C> <C>
Robert A. Prindiville Chairman None
John O. Leasure President and None
Chief Executive
Officer
Newton B. Schott, Jr. Senior Vice None
President and
Secretary
Andrew J. Meyers Executive Vice None
President
Samuel C. Newman Senior Vice None
President,
Compliance,
Assistant
Secretary
Brian F. Trumbore Senior Vice None
President
Matthew M. Russell Vice President None
Edward W. Janeczek Vice President None
Lesley Cotten Vice President None
Jeffrey L. Booth Vice President None
Paul R. Moody Regional Vice None
President
</TABLE>
II-21
<PAGE>
<TABLE>
<S> <C> <C>
William E. Lynch Regional Vice None
President
Edward C. Ittner, Jr. Regional Vice None
President
William H. Thomas, Jr. Regional Vice None
President
Paul H. Troyer Regional Vice None
President
Thomas A. Conway Assistant Vice None
President and
Assistant
Controller
Jaishree B. Kemraj Assistant Vice None
President and
Assistant
Controller
</TABLE>
____________________
* Principal business address for all individuals listed is One Station Place,
Stamford, Connecticut 06902.
(c) Not Applicable.
Item 30. Location of Accounts and Records.
The account books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the Rules thereunder will be maintained at the offices of the Fund's Transfer
Agent and Custodian, Investors Fiduciary Trust Company, 21 West 10th Street,
Kansas City, Missouri 64105.
Item 31. Management Services.
Not Applicable
Item 32. Undertakings.
(a) Not Applicable.
(b) Not Applicable.
(c) Registrant, if requested to do so by the holders of at least 10% of
the Registrant's outstanding shares, will
II-22
<PAGE>
call a meeting of shareholders for the purpose of voting upon the
question of removal of a trustee or trustees, and will assist
communications among shareholders as set forth within Section 16(c) of
the 1940 Act; and
(d) Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest report to
shareholders, upon request and without charge.
II-23
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Post-
Effective Amendment No. 20 to the Registration Statement of PIMCO Advisors
Institutional Funds to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Newport Beach in the State of California on the
29th day of December, 1995.
PIMCO Advisors Institutional Funds
By: /s/ William D. Cvengros
-------------------------------------------
William D. Cvengros, Chairman of the Board,
President, and Trustee
II-24
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 20 to the Registration Statement of PIMCO Advisors
Institutional Funds has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
________________________ 12/29/95
Robert M. Brandenberger* Treasurer (Principal
Financial and
Accounting Officer
________________________ 12/29/95
Richard L. Nelson* Trustee
________________________ 12/29/95
Lyman W. Porter* Trustee
________________________ 12/29/95
Alan Richards* Trustee
</TABLE>
*By: /s/ William D. Cvengros
_____________________________________________
William D. Cvengros
Chairman of the Board, President, and Trustee
as Attorney-in-Fact
Powers of Attorney for Messrs. Brandenberger, Nelson, Porter, Richards and
Cvengros, and a certificate included pursuant to Rule 483(b) under the
Securities Act of 1933, were filed as exhibits to Post-Effective Amendment No.
19 and are incorporated herein by reference.
II-25
<PAGE>
EXHIBIT LIST
<TABLE>
<CAPTION>
Exhibit No. Exhibit Name
<S> <C>
1(p) Form of Amended and
Restated Agreement and
Declaration of Trust as
of November 28, 1995
11 Consent of Independent
Accountants
</TABLE>
<PAGE>
PIMCO ADVISORS INSTITUTIONAL FUNDS
AMENDED AND RESTATED
AGREEMENT AND
DECLARATION OF TRUST
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE I
The Trust.................................... 5
Section 1.1 Name......................................... 5
Section 1.2 Definitions.................................. 6
ARTICLE II
Trustees..................................... 7
Section 2.1 Management of the Trust...................... 7
Section 2.2 Election of Trustees......................... 7
Section 2.3 Term of Office of Trustees................... 8
Section 2.4 Termination of Service and Appointment of
Trustees..................................... 8
Section 2.5 Temporary Absence of Trustee................. 9
Section 2.6 Number of Trustees........................... 9
Section 2.7 Effect of Death, Resignation, etc. of a
Trustee...................................... 9
Section 2.8 No Accounting................................ 9
Section 2.9 Ownership of the Trust....................... 9
ARTICLE III
Powers of Trustees........................... 9
Section 3.1 General...................................... 9
Section 3.2 Investments.................................. 10
Section 3.3 Legal Title.................................. 11
Section 3.4 Issuance and Repurchase of Securities........ 11
Section 3.5 Borrow Money................................. 11
Section 3.6 Officers; Delegation; Committees............. 11
Section 3.7 Collection and Payment...................... 12
Section 3.8 Expenses.................................... 12
Section 3.9 Manner of Acting; By-laws................... 12
Section 3.10 Voting Trusts.............................. 12
Section 3.11 Miscellaneous Powers....................... 13
Section 3.12 Further Powers............................. 13
ARTICLE IV
Advisory, Administrative, Management
and Distribution Arrangements............... 14
Section 4.1 Advisory and Management Arrangements........ 14
Section 4.2 Distribution Arrangements................... 14
Section 4.3 Parties to Contract......................... 15
Section 4.4 Provisions and Amendments................... 15
</TABLE>
2
<PAGE>
ARTICLE V
<TABLE>
<S> <C>
Limitations of Liability of Shareholders,
Trustees and Others......................... 15
Section 5.1 Trustees, Shareholders, etc. Not
Personally Liable; Notice................... 15
Section 5.2 Trustee's Good Faith Action; Expert
Advice; No Bond or Surety................... 16
Section 5.3 Indemnification of Shareholders............. 16
Section 5.4 Indemnification of Trustees, Officers,
etc......................................... 17
Section 5.5 Compromise Payment.......................... 18
Section 5.6 Indemnification Not Exclusive, etc.......... 18
Section 5.7 Liability of Third Persons Dealing with
Trustees.................................... 19
ARTICLE VI
Shares of Beneficial Interest............... 19
Section 6.1 Beneficial Interest......................... 19
Section 6.2 Series Designation.......................... 19
Section 6.2.1 Class Designation......................... 22
Section 6.3 Rights of Shareholders...................... 23
Section 6.4 Trust Only.................................. 23
Section 6.5 Issuance of Shares.......................... 23
Section 6.6 Register of Shares.......................... 24
Section 6.7 Transfer Agent and Registrar................ 24
Section 6.8 Transfer of Shares.......................... 24
Section 6.9 Notice...................................... 25
ARTICLE VII
Redemption.................................. 25
Section 7.2 Redemptions of Accounts of Less than a
Minimum Dollar Amount....................... 26
ARTICLE VIII
Determination of Net Asset Value, Net Income
and Distributions........................... 26
Section 8.1 Net Asset Value............................. 26
Section 8.2 Distributions to Shareholders............... 27
Section 8.3 Power to Modify Foregoing Procedures........ 27
ARTICLE IX
Shareholders................................ 27
Section 9.1 Voting Powers............................... 27
Section 9.2 Meetings.................................... 28
Section 9.3 Quorum and Required Vote.................... 28
Section 9.4 Record Date for Meetings.................... 28
Section 9.5 Proxies..................................... 29
Section 9.6 Additional Provisions....................... 29
Section 9.7 Reports..................................... 29
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
Section 9.8 Shareholder Action by Written Consent....... 29
ARTICLE X
Duration; Termination of Trust; Amendment; Mergers; Etc.. 30
Section 10.1 Duration................................... 30
Section 10.2 Termination................................ 30
Section 10.3 Reorganization............................. 31
Section 10.4 Amendment Procedure........................ 32
Section 10.5 Incorporation.............................. 32
ARTICLE XI
Miscellaneous.............................. 33
Section 11.1 Filing..................................... 33
Section 11.2 Resident Agent............................. 33
Section 11.3 Governing Law.............................. 33
Section 11.4 Counterparts............................... 34
Section 11.5 Reliance by Third Parties.................. 34
Section 11.6 Provisions in Conflict with Law or
Regulations................................ 34
</TABLE>
4
<PAGE>
AMENDED AND RESTATED
AGREEMENT AND
DECLARATION OF TRUST
OF
PIMCO ADVISORS INSTITUTIONAL FUNDS
THE AGREEMENT AND DECLARATION OF TRUST of PFAMCo Funds made the 24th day of
August, 1990 by the then trustees (and all other persons who since that time
have been duly elected or appointed as trustees in accordance with the
provisions of this Agreement and Declaration of Trust and are then in office,
being hereinafter called the "Trustees") and by the holders of shares of
beneficial interest issued and to be issued hereunder hereinafter provided, and
amended on October 24, 1990, November 16, 1990, November 29, 1990, December 14,
1990, February 1, 1991, May 9, 1991, August 6, 1992, and February 26, 1993, is
hereby amended and restated on May 7, 1993 by the Trustees, as authorized by the
majority of shares of beneficial interest issued hereunder and entitled to vote.
W I T N E S S E T H
WHEREAS, the Trustees desire to form a trust fund under the laws of the
Commonwealth of Massachusetts for the investment and reinvestment of funds
contributed thereto; and
WHEREAS, it is proposed that the beneficial interest in the trust assets be
divided into transferable shares of beneficial interest, which may, at the
discretion of the Trustees, be divided into separate series and classes as
hereinafter provided;
NOW, THEREFORE, the Trustees hereby declare that they will hold in trust
all money and property contributed to the trust fund to manage and dispose of
the same for the benefit of the holders from time to time of the shares of
beneficial interest issued hereunder and subject to the provisions hereof, to
wit:
ARTICLE I
The Trust
Section 1.1 Name. The name of the trust created hereby (the "Trust"),
which term shall be deemed to include any series of the Trust when the context
requires, shall be "PIMCO Advisors Institutional Funds", and so far as may be
practicable the Trustees shall conduct the activities of the Trust, execute all
documents and sue or be sued under that name, which name (and the word "Trust"
wherever hereinafter used) shall refer to the Trustees as Trustees, and not
individually, and shall not refer to the officers, agents, employees or
shareholders of the Trust or any Series thereof. Each Series of the Trust which
shall be established and designated by the Trustees pursuant to Section 6.2
shall conduct its activities under such name as the Trustees
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<PAGE>
shall determine and set forth in the instrument establishing such Series.
Should the Trustees determine that the use of the name of the Trust or any
Series is not advisable, they may select such other name for the Trust or such
Series as they deem proper and the Trust or such Series may conduct its
activities under such other name. Any name change shall be effective upon the
execution by a majority of the then Trustees of an instrument setting forth the
new name. Any such instrument shall have the status of an amendment to this
Agreement and Declaration of Trust.
Section 1.2 Definitions. As used in this Agreement and Declaration of
Trust, the following terms shall have the following meanings:
The "1940 Act" refers to the Investment Company Act of 1940 and the
regulations promulgated thereunder, as amended from time to time.
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.
"Commission" shall mean the U.S. Securities and Exchange Commission.
"Class" shall mean any class of Shares that may be established and
designated pursuant to Section 6.21.
"Declaration" or "Declaration of Trust" shall mean this Agreement and
Declaration of Trust as amended from time to time. References in this
Declaration to "Declaration", "hereof", "herein" and "hereunder" shall be deemed
to refer to the Declaration rather than the article or section in which such
words appear.
"Fundamental Policies" shall mean the investment objective for each
Series and the investment restrictions set forth in the registration statement
for the Trust on Form N-1A and designated as fundamental policies therein.
"Person" shall mean and include individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof.
"Prospectus" shall mean the currently effective prospectus of any
Series of the Trust under the Securities Act of 1933, as amended.
"Series" shall mean any separate Series that may be established and
designated pursuant to Section 6.2.
6
<PAGE>
"Shareholders" shall mean as of any particular time all holders of
record of outstanding Shares at such time.
"Shares" shall mean the equal proportionate transferable units of
interest into which the beneficial interest in any Series of the Trust shall be
divided from time to time and includes fractions of Shares as well as whole
Shares. All references to Shares shall be deemed to be Shares of any or all
Series as the context may require.
"Statement of Additional Information" shall mean the currently
effective Statement of Additional Information of any Series of the Trust under
the Trust's registration statement filed pursuant to the Securities Act of 1933,
as amended.
"Trustees" shall mean the signatories to this Declaration, so long as
they shall continue in office in accordance with the terms hereof, and all other
persons who at the time in question have been duly elected or appointed and have
qualified as Trustees in accordance with the provisions hereof and are then in
office, and each such person is herein referred to as the "Trustee", and
reference in this Declaration to a Trustee or Trustees shall refer to such
person or persons in their capacity as Trustees hereunder.
"Trust Property" shall mean as of any particular time any and all
property, real or personal, tangible or intangible, which at such time is owned
or held by or for the account of the Trust, any Series thereof or the Trustees.
ARTICLE II
Trustees
Section 2.1 Management of the Trust. 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. The Trustees named herein (or
their successors appointed hereunder) shall serve until the election of Trustees
at the first meeting of Shareholders of the Trust.
Section 2.2 Election of Trustees. Except for the Trustees named herein
and those Trustees designated by such Trustees prior to the issuance of Shares,
or appointed to fill vacancies pursuant to Section 2.4 hereof, the Shareholders
of the Trust shall elect Trustees at Shareholder meetings called for that
purpose. The Trustees need not be elected annually or at regular intervals.
Except as provided in Section 9.2, the Trustees shall not be required to call a
meeting of Shareholders for the purpose of electing Trustees, provided, however,
that in the event that at any time, other than the time preceding the first
meeting of Shareholders for the purpose of electing Trustees, less than a
majority of the Trustees holding office at that time were elected by the
Shareholders, a meeting of the Shareholders for the
7
<PAGE>
purpose of electing Trustees shall be held promptly and in any event within 60
days (unless the Commission shall by order extend such period). No election of
a Trustee shall become effective, however, until the person elected shall have
accepted such election and agreed in writing to be bound by the terms of this
Declaration. If re-elected, a Trustee may succeed himself. Trustees need not
own shares.
Section 2.3 Term of Office of Trustees. A Trustee duly appointed or
elected hereunder shall hold office until the occurrence of any of the
following: (a) the Trustee may resign his trust by written instrument signed by
him and delivered to the other Trustees, which shall take effect upon such
delivery or upon such later date as is specified therein; (b) the Trustee may be
removed 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) the Trustee who requests in writing to be retired or
who has become mentally or physically incapacitated may be retired by written
instrument signed by a majority of the other Trustees, specifying the date of
his retirement; and (d) the Trustee may be removed at any meeting of
Shareholders of the Trust by a vote of two-thirds of the outstanding Shares or
by a written declaration executed, without a meeting, by the holders of not less
than two-thirds of the outstanding Shares. A meeting for the purpose of
considering the removal of a person serving as Trustee shall be called by the
Trustees if requested in writing to do so by the holders (which for purposes of
this provision and only this provision shall be the persons having a voting
interest in the shares of the Trust) of not less than 10% of the outstanding
shares of the Trust.
Section 2.4 Termination of Service and Appointment of Trustees. In case
of the death, resignation, retirement, removal or mental or physical incapacity
of any of the Trustees, or in case a vacancy shall, by reason of an increase in
number, or for any other reason, exist, the remaining Trustees may (but need not
unless required by the 1940 Act, so long as there are at least two remaining
Trustees) fill such vacancy by appointing for the remaining term of the
predecessor Trustee such other person as they in their discretion shall see fit.
Such appointment shall be effective upon the signing of a written instrument by
a majority of the Trustees in office and the written acceptance of this
Declaration by the appointee. An appointment of a Trustee may be made by the
Trustees then in office 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
and the written acceptance of this Declaration by the appointee. 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
8
<PAGE>
Trustee hereunder. Any appointment authorized by this Section 2.4 is subject to
the provisions of Section 16(a) of the 1940 Act.
Section 2.5 Temporary Absence of Trustee. 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 of the Trustees personally exercise the power hereunder except as herein
otherwise expressly provided.
Section 2.6 Number of Trustees. The number of Trustees serving hereunder
at any time shall be determined by the Trustees themselves, but once Shares have
been issued shall not be less than two (2) or more than fifteen (15).
Section 2.7 Effect of Death, Resignation, etc. of a Trustee. The death,
resignation, retirement, removal, or mental or physical incapacity of the
Trustees, or any one of them, shall not operate to annul or terminate the Trust
or any Series hereunder or to revoke or terminate any existing agency or
contract created pursuant to the terms of this Declaration, and until such
vacancy is filled, the Trustees in office, regardless of their number, shall
have all of the powers granted to the Trustees and shall discharge all the
duties imposed upon them by this Declaration.
Section 2.8 No Accounting. Except to the extent required by the 1940 Act
or under circumstances which would justify his removal for cause, no person
ceasing to be a Trustee as a result of his death, resignation, retirement,
removal or incapacity (nor the estate of any such person) shall be required to
make an accounting to the shareholders or remaining Trustees upon such
cessation.
Section 2.9 Ownership of the Trust. 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 by any successor Trustees. All of
the assets of the Trust shall at all times be considered as vested in the
Trustees. No Shareholder shall be deemed to have a severable ownership in any
individual asset of the Trust or any right of partition or possession thereof,
but each Shareholder shall have a proportionate undivided beneficial interest in
the Trust.
ARTICLE III
Powers of Trustees
Section 3.1 General. 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
9
<PAGE>
appropriate in connection with the management of the Trust. The Trustees shall
not be bound or limited by present or future laws or customs with regard to
investment by trustees or fiduciaries, but shall have full authority and
absolute power and control over the Trust Property and business of the Trust to
the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, including such authority, power and control to
do all acts and things as they, in their uncontrolled discretion, shall deem
proper to accomplish the purposes of this Trust. The enumeration of any
specific power herein shall not be construed as limiting the aforesaid powers.
Section 3.2 Investments. The Trustees shall have power, subject to the
Fundamental Policies, to:
(a) conduct, operate and carry on the business of an investment
company;
(b) subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, lend, exchange,
mortgage, hypothecate, lease, distribute or otherwise deal in or
dispose of common stocks, preferred stocks, bonds, debentures,
warrants and rights to purchase securities, mortgage related
securities such as mortgage-backed securities and collateralized
mortgage obligations, options on securities, futures contracts
and options on futures contracts, covered spread options, gold
bullion and coins and other precious metals (silver and platinum)
bullion and future contracts with respect to such commodities,
certificates of beneficial interest, negotiable or non-negotiable
instruments, bank obligations, evidences of indebtedness,
privately placed debt securities, certificates of deposit or
indebtedness, commercial paper, repurchase agreements, reverse
repurchase agreements, firm commitment agreements and "when-
issued" securities and other securities, including, without
limitation, those issued, guaranteed, or sponsored by any state,
territory or possession of the United States and the District of
Columbia and their political subdivisions, agencies and
instrumentalities, or by the United States Government or its
agencies or instrumentalities, or international
instrumentalities, or by any bank, savings institution,
corporation or other business entity organized under the laws of
the United States and, to the extent provided in the Prospectus
and not prohibited by the Fundamental Policies of the Trust,
foreign securities of issuers or governments organized under
foreign laws, foreign currency transactions and options on
foreign currency transactions, and
10
<PAGE>
other assets; and to exercise any and all rights, powers and
privileges of ownership or interest in respect of any and all
such investments of every kind and description, with power to
designate one or more persons, firms, associations or
corporations to exercise any of said rights, powers and
privileges in respect of any of said instruments; and the
Trustees shall be deemed to have the foregoing powers with
respect to any additional securities or other assets in which any
Series of the Trust may invest should the investment policies set
forth in the Prospectus or the Fundamental Policies be amended.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust or any Series.
Section 3.3 Legal Title. Legal title to all the Trust Property shall be
vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by or in the name of
one or more of the Trustees, or in the name of the Trust or any Series thereof,
or in the name of any other Person as nominee, on such terms as the Trustees may
determine, provided that the interest of the Trust or any Series thereof is
appropriately protected.
Section 3.4 Issuance and Repurchase of Securities. The Trustees shall
have the power to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, transfer, and otherwise deal in, Shares,
including shares in fractional denominations, and, subject to the more detailed
provisions set forth in Articles VII and VIII, to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of Shares any funds or
property of the applicable Series of the Trust whether capital or surplus or
otherwise, to the full extent now or hereafter permitted by the laws of the
Commonwealth of Massachusetts governing business corporations.
Section 3.5 Borrow Money. Subject to the Fundamental Policies, the
Trustees shall have power to borrow money or otherwise obtain credit and to
secure the same by mortgaging, pledging or otherwise subjecting as security the
assets of the Trust or any Series thereof, including the lending of portfolio
securities, and to endorse, guarantee or undertake the performance of any
obligation, contract or engagement of any other person, form, association or
corporation.
Section 3.6 Officers; Delegation; Committees. The Trustees may, as they
consider appropriate, elect and remove officers and appoint and terminate agents
and consultants and hire and terminate employees, any one or more of the
foregoing of whom may be a Trustee and may provide for the compensation of all
of the foregoing. The Trustees shall have power, consistent with their
11
<PAGE>
continuing exclusive authority over the management of the Trust and the Trust
Property, to delegate from time to time to such of their number or to officers,
employees or agents of the Trust the doing of such things and the execution of
such instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient. The Trustees may appoint from
their number and terminate any one or more committees consisting of two or more
Trustees, including without implied limitation an Executive Committee which may,
when the Trustees are not in session and subject to the 1940 Act, exercise some
or all of the powers and authority of the Trustees as the Trustees may
determine.
Section 3.7 Collection and Payment. The Trustees shall have power to
collect all property due to the Trust or any Series thereof; to pay all claims,
including taxes, against the Trust Property; to prosecute, defend, compromise,
arbitrate or abandon any claims relating to the Trust Property; to foreclose any
security interest securing any obligations, by virtue of which any property is
owed to the Trust or any Series thereof; and to enter into releases, agreements
and other instruments.
Section 3.8 Expenses. The Trustees shall have power to incur and pay any
expenses which in the opinion of the Trustees are necessary or incidental to
carry out any of the purposes of the Trust or any Series or Class, and to pay
reasonable compensation from the funds of the Trust to themselves as Trustees.
The Trustees shall fix the compensation of all officers, employees and Trustees.
The Trustees may pay themselves such compensation for special services,
including legal, underwriting, syndicating and brokerage services, as they in
good faith may deem reasonable and reimbursement for expenses reasonably
incurred by themselves on behalf of the Trust.
Section 3.9 Manner of Acting; By-laws. Except as otherwise provided
herein or in the By-laws or required by the 1940 Act, any action to be taken by
the Trustees may be taken by a majority of the Trustees present at a meeting of
the Trustees (a quorum being present), including any meeting held by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, or by written consents
of a majority of Trustees then in office (or such larger or different number as
may be required by the 1940 Act or other applicable law). The Trustees may
adopt and from time to time amend or repeal the By-laws for the conduct of the
business of the Trust.
Section 3.10 Voting Trusts. The Trustees shall have power and authority
for and on behalf of the Trust to join with other holders of any securities or
debt instruments in acting through a committee, depositary, voting trustee or
otherwise, and in that connection to deposit any security or debt instrument
with, or transfer any security or debt instrument to, any such committee,
depositary or trustee, and to delegate to them such power and
12
<PAGE>
authority with relation to any security or debt instrument (whether or not so
deposited or transferred) as the Trustees shall deem proper, and to agree to
pay, and to pay, such portion of the expenses and compensation of such
committee, depositary or trustee as the Trustees shall deem proper.
Section 3.11 Miscellaneous Powers. The Trustees shall have the power to:
(a) employ or contract with such Persons as the Trustees may deem desirable for
the transaction of the business of the Trust or any Series or Class thereof; (b)
enter into joint ventures, partnership and any other combinations or
associations; (c) purchase, and pay for out of Trust Property, insurance as they
deem necessary or appropriate for the conduct of the business, including without
limitation, policies insuring the Shareholders, Trustees, officers, employees,
agents, investment advisers, distributors, selected dealers or independent
contractors of the Trust or any Series or Class thereof against all claims
arising by reason of holding any such position or by reason of any action taken
or omitted by any such Person in such capacity, whether or not constituting
negligence, or whether or not the Trust would have the power to indemnify such
Person against such liability; (d) establish pension, profit-sharing, share
purchase, and other retirement, incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust; (e) make donations, irrespective of
benefit to the Trust, for charitable, religious, educational, scientific, civic
or similar purposes; (f) to the extent permitted by law, indemnify any Person
with whom the Trust or any Series or Class thereof has dealings, including any
adviser, administrator, manager, distributor and selected dealers with respect
to any Series, to such extent as the Trustees shall determine; (g) guarantee
indebtedness or contractual obligations of others; (h) determine and change the
fiscal year of the Trust and the method in which its accounts shall be kept; and
(i) adopt a seal for the Trust, provided that the absence of such seal shall not
impair the validity of any instrument executed on behalf of the Trust.
Section 3.12 Further Powers. The Trustees shall have power to conduct the
business of the Trust or any Series or Class thereof, carry on its operations
and maintain offices both within and without the Commonwealth of Massachusetts,
in any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States of America and
of foreign governments, and to do all such other things and execute all such
instruments as they deem necessary, proper or desirable in order to promote the
interests of the Trust or any Series or Class thereof although such things are
not herein specifically mentioned. Any determination as to what is in the
interests of the Trust or any Series or Class thereof made by the Trustees in
good faith shall be conclusive. In construing the provisions of this
Declaration, the presumption shall be in favor of a grant of power to the
Trustees. The Trustees will not be required to obtain any court
13
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order to deal with the Trust Property. No Trustee shall be required to give any
bond or other security for the performance of any of his duties hereunder.
ARTICLE IV
Advisory, Administrative, Management
and Distribution Arrangements
Section 4.1 Advisory and Management Arrangements. Subject to a Majority
Shareholder Vote, if required by law, of the applicable Series, the Trustees may
in their discretion from time to time enter into advisory, administrative or
management contracts whereby the other party to such contract shall undertake to
furnish to the Trustees such advisory, administrative and management services,
with respect to a Series as the Trustees shall from time to time consider
desirable and all upon such terms and conditions as the Trustees may in their
discretion determine. Subject to a Majority Shareholder Vote if required by
law, the investment adviser may engage one or more firms to serve as Portfolio
Manager to a Series pursuant to a sub-investment advisory contract in which the
Portfolio Manager makes all determinations with respect to the purchase and sale
of portfolio securities and places, in the names of the Series all orders for
execution of the Series' portfolio transactions upon such terms and conditions
and for such compensation as the Trustees may in their discretion approve. A
Portfolio Manager may, in turn, engage its own sub-adviser in managing a
particular Series. Notwithstanding any provisions of this Declaration, the
Trustees may authorize any adviser, portfolio manager, administrator or manager
(subject to such general or specific instructions as the Trustees may from time
to time adopt) to effect purchases, sales, loans or exchanges of portfolio
securities of any Series of the Trust on behalf of the Trustees or may authorize
any officer, employee or Trustee to effect such purchases, sales, loans or
exchanges pursuant to recommendations of any such adviser, portfolio manager,
administrator or manager (and all without further action by the Trustees). Any
such purchases, sales, loans or exchanges shall be deemed to have been
authorized by all of the Trustees.
Section 4.2 Distribution Arrangements. The Trustees may in their
discretion from time to time enter into a contract, providing for the sale of
the Shares of the Trust or any Series or Class of the Trust, whereby the Trust
may either agree to sell the Shares to the other party to the contract or
appoint such other party as its sales agent for such Shares. In either case,
the contract shall be on such terms and conditions as the Trustees may in their
discretion determine to be not inconsistent with the provisions of this Article
IV or the By-laws; 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 and may
provide that such other party may enter into selected dealer agreements with
registered securities dealers to further the
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purpose of the distribution or repurchase of the Shares. The Trustees may adopt
a Distribution Plan pursuant to Rule 12b-1 of the 1940 Act and may authorize the
Trust to make payments from its assets pursuant to such Plan.
Section 4.3 Parties to Contract. Any contract of the character described
in Sections 4.1 and 4.2 of this Article IV hereof may be entered into with any
corporation, firm, trust or association, although one or 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 such
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 IV
or the By-laws. The same person (including a firm, corporation, trust or
association) may be the other party to contracts entered into pursuant to
Sections 4.1 and 4.2 above, and any individual may be financially interested or
otherwise affiliated with persons who are parties to any or all of the contracts
mentioned in this Section 4.3.
Section 4.4 Provisions and Amendments. Any contract under which the other
party agrees to serve as investment adviser or principal underwriter for the
Fund or any Series or Class thereof, which is entered into pursuant to Sections
4.1 and 4.2 of this Article IV shall be consistent with and subject to the
requirements of Section 15 of the 1940 Act with respect to its continuance in
effect, its termination, and the method of authorization and approval of such
contract or renewal thereof, and no amendment to any contract entered into
pursuant to Section 4.1 shall be effective unless consented to by a Majority
Shareholder Vote of the applicable Series if required by law.
ARTICLE V
Limitations of Liability of Shareholders, Trustees and Others
Section 5.1 Trustees, Shareholders, etc. Not Personally Liable; Notice.
All persons extending credit to, contracting with or having any claim against
the Trust shall look only to the assets of the Series with which such person
dealt for payment under such credit, contract or claim; and neither the
Shareholders of any Series 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 Class, or the Trustees or any
of them in connection with the Trust shall be conclusively deemed to have been
executed or done only by or for the Trust (or the
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Series or Class) or the Trustees and not personally. Nothing in this
Declaration shall protect any Trustee or officer against any liability to the
Trust or the Shareholders to which such Trustee or officer 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 or of such officer.
Every note, bond, contract, instrument, certificate, share or undertaking
made or issued by the Trustees or by any officers or officer shall give notice
that this Declaration is on file with the Secretary of The Commonwealth of
Massachusetts and shall recite to the effect 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 bond, contract,
instrument, certificate, share or undertaking 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 5.2 Trustee's Good Faith Action; Expert Advice; No Bond or Surety.
The exercise by the Trustees of their powers and discretion hereunder shall be
binding upon everyone interested. A Trustee shall be liable for his 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. Subject
to the foregoing, (a) the Trustees shall not be responsible or liable in any
event for any neglect or wrongdoing of any officer, agent, employee, consultant,
adviser, administrator, distributor or principal underwriter, custodian or
transfer, dividend disbursing, Shareholder servicing or accounting agent of the
Trust, nor shall any Trustee be responsible for the act or omission of any other
Trustee; (b) the Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration and their duties as
Trustees, and shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice; and (c) in discharging
their duties, the Trustees, when acting in good faith, shall be entitled to rely
upon the books of account of the Trust and upon written reports made to the
Trustees by any officer appointed by them, any independent public accountant,
and (with respect to the subject matter of the contract involved) any officer,
partner or responsible employee of any adviser, administrator, manager,
distributor, selected dealer, appraiser or other expert, consultant or agent.
The Trustees as such shall not be required to give any bond or surety or any
other security for the performance of their duties.
Section 5.3 Indemnification of Shareholders. In case any Shareholder (or
former Shareholder) of any Series of the Trust
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shall be charged or held to be personally liable for any obligation or liability
of the Trust solely by reason of being or having been a Shareholder and not
because of such Shareholder's acts or omissions or for some other reason, said
Series (upon proper and timely request by the Shareholder) shall assume the
defense against such charge and satisfy any judgment thereon, and 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 of
said Series' estate to be held harmless from and indemnified against all loss
and expense arising from such liability.
Section 5.4 Indemnification of Trustees, Officers, etc. The Trust shall
indemnify (from the assets of the Trust or Series in question) each of its
Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise) [hereinafter referred to
as a "Covered Person"] against all liabilities, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and expenses, including reasonable accountants' and counsel fees,
incurred by any Covered Person in connection with the defense or disposition of
any action, suit or other proceeding, whether civil or criminal, before any
court or administrative or legislative body, in which such Covered Person may be
or may have been involved as a party or otherwise or with which such person may
be or may have been threatened, while in office or thereafter, by reason of
being or having been such a Trustee or officer, director or trustee, except with
respect to any matter as to which it has been determined that such Covered
Person (i) did not act in good faith in the reasonable belief that such Covered
Person's action was in or not opposed to the best interests of the Trust or (ii)
had acted with willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office
(either and both of the conduct described in (i) and (ii) being referred to
hereafter as "Disabling Conduct"). A determination that the Covered Person is
entitled to indemnification may be made by (i) a final decision on the merits by
a court or other body before whom the proceeding was brought that the person to
be indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of
a court action or an administrative proceeding against a Covered Person for
insufficiency of evidence of Disabling Conduct, or (iii) a reasonable
determination, based upon a review of the facts, that the indemnitee was not
liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of
Trustees who are neither "interested persons" of the Trust as defined in section
2(a)(19) of the 1940 Act nor parties to the proceeding, or (b) an independent
legal counsel in a written opinion. Expenses, including accountants' and
counsel fees so incurred by any such Covered Person (but excluding amounts paid
in satisfaction of judgments, in compromise or as fines or penalties), may be
paid from time to time by
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the Series in question in advance of the final disposition of any such action,
suit or proceeding, provided that the Covered Person shall have undertaken to
repay the amounts so paid to the Series in question if it is ultimately
determined that indemnification of such expenses is not authorized under this
Article V and (i) the Covered Person shall have provided security for such
undertaking, (ii) the Trust shall be insured against losses arising by reason of
any lawful advances, or (iii) a majority of a quorum of the disinterested
Trustees who are not a party to the proceeding, or an independent legal counsel
in a written opinion, shall have determined, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that there is reason
to believe that the Covered Person ultimately will be found entitled to
indemnification.
Section 5.5 Compromise Payment. As to any matter disposed of by a
compromise payment by any such Covered Person referred to in Section 5.4,
pursuant to a consent decree or otherwise, no such indemnification either for
said payment or for any other expenses shall be provided unless such
indemnification shall be approved (a) by a majority of the disinterested
Trustees who are not parties to the proceeding or (b) by an independent legal
counsel in a written opinion. Approval by the Trustees pursuant to clause (a)
or by independent legal counsel pursuant to clause (b) shall not prevent the
recovery from any Covered Person of any amount paid to such Covered Person in
accordance with any of such clauses as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction not to have acted
in good faith in the reasonable belief that such Covered Person's action was in
or not opposed to the best interests of the Trust or to have been liable to the
Trust or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
Covered Person's office.
Section 5.6 Indemnification Not Exclusive, etc. The right of
indemnification provided by this Article V shall not be exclusive of or affect
any other rights to which any such Covered Person may be entitled. As used in
this Article V, "Covered Person" shall include such person's heirs, executors
and administrators; "interested Covered Person" is one against whom the action,
suit or other proceeding in question or another action, suit or other proceeding
on the same or similar grounds is then or has been pending or threatened, and a
"disinterested" person is a person against whom none of such actions, suits or
other proceedings or another action, suit or other proceeding on the same or
similar grounds is then or has been pending or threatened. Nothing contained in
this Article shall affect any rights to indemnification to which personnel of
the Trust, other than Trustees and officers, and other persons may be entitled
by contract or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of any such person.
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Section 5.7 Liability of Third Persons Dealing with Trustees. No person
dealing with the Trustees shall be bound to make any inquiry concerning the
validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon
its order.
ARTICLE VI
Shares of Beneficial Interest
Section 6.1 Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable shares of beneficial interest which
may be divided into one or more separate and distinct series, or classes
thereof, as the Trustees from time to time create and establish. Each share
shall have a par value of $.001. The number of such shares of beneficial
interest authorized hereunder is unlimited. All Shares issued hereunder
including, without limitation, Shares issued in connection with a dividend in
Shares or a split of Shares, shall be fully paid and nonassessable.
Section 6.2 Series Designation. The Trustees, in their discretion from
time to time, may authorize the division of Shares into additional Series, each
additional Series relating to a separate portfolio of investments. The
following Series are hereby established and designated:
Utility Stock Fund
NFJ Equity Income Fund
NFJ Diversified Low P/E Fund
NFJ Small Cap Value Fund
Cadence Capital Appreciation Fund
Cadence Mid Cap Growth Fund
Cadence Micro Cap Growth Fund
Cadence Small Cap Growth Fund
Columbus Circle Investors Core Equity Fund
Columbus Circle Investors Mid Cap Equity Fund
Columbus Circle Investors Small Cap Equity Fund
Parametric Enhanced Equity Fund
Parametric International Equity Fund
Blairlogie Emerging Markets Fund
Blairlogie International Active Fund
Balanced Fund
Money Market Variable Fund
Managed Bond and Income Variable Fund
Equity Income Variable Fund
Diversified Low P/E Variable Fund
Capital Appreciation Variable Fund
Small Cap Value Variable Fund
Mid Cap Growth Variable Fund
Enhanced Equity Variable Fund
International Equity Variable Fund
Emerging Markets Variable Fund
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International Active Variable Fund
These Series shall be the only Series until additional Series are established
and designated by the Trustees. Different Series may be established and
designated and variations in the relative rights and preferences as between the
different Series shall be fixed and determined by the Trustees; provided that
all Shares shall be identical except that there may be variations between
different Series as to investment policies, securities portfolios, purchase
price, determination of net asset value, the price, terms and manner of
redemption, special and relative rights as to dividends and on liquidation,
conversion rights, and conditions under which the several Series shall have
separate voting rights. All references to Shares in this Declaration shall be
deemed to be shares of any or all Series as the context may require.
The following provisions shall be applicable to all Series:
(a) The number of Shares of each Series that may be issued shall be
unlimited. The Trustees may classify or reclassify any unissued
Shares or any Shares previously issued and required of any Series
into one or more Series that may be established and designated
from time to time. The Trustees may hold as treasury Shares (of
the same or some other Series), reissue for such consideration
and on such terms as they may determine, or cancel any Shares of
any Series reacquired by the Trust at their discretion from time
to time.
(b) The power of the Trustees to invest and reinvest the Trust
Property of each Series that has been or that may be established
shall be governed by Section 3.2 of this Declaration.
(c) 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 irrevocably
belong to that Series for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of
account of the Trust. In the event that there are any assets,
income, earnings, profits and proceeds thereof, funds or payments
which are not readily identifiable as belonging to any particular
Series, the Trustees shall allocate them among any one or more of
the Series established and designated from time to
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time in such manner and on such basis as they, in their sole
discretion, deem fair and equitable. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of
all Series for all purposes.
(d) The assets belonging to each particular Series shall be charged
with the liabilities of the Trust in respect of that Series and
all expenses, costs, charges and reserves attributable to that
Series, and any general liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable as
belonging to any particular Series shall be allocated and charged
by the Trustees to and among any one or more of the Series
established and designated from time to time in such manner and
on such basis as the Trustees in their sole discretion deem fair
and equitable. Each allocation of liabilities, expenses, costs,
charges and reserves by the Trustees shall be conclusive and
binding upon the holders of all Series for all purposes. The
Trustees shall have full discretion, to the extent not
inconsistent with the 1940 Act, to determine which items shall be
treated as income and which items as capital; and each such
determination and allocation shall be conclusive and binding upon
the Shareholders.
(e) The power of the Trustees to pay dividends and make distributions
with respect to any one or more Series shall be governed by
Section 9.2 of this Trust. Dividends and distributions on Shares
of a particular Series may be paid with such frequency as the
Trustees may determine, which may be daily or otherwise, pursuant
to a standing resolution or resolutions adopted only once or with
such frequency as the Trustees may determine, to the holders of
Shares of that Series, from such of the income and capital gains,
accrued liabilities belonging to that Series. 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.
The establishment and designation of any additional Series of Shares shall
be effective upon the execution by a majority of the then Trustees of any
instrument setting forth the establishment and designation of such Series. Such
instrument shall also set forth any rights and preferences of such Series which
are in addition to the rights and preferences of Shares set forth in this
Declaration. The Trustees may by an instrument executed by
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a majority of their number abolish a Series and the establishment and
designation thereof. Each instrument referred to in this paragraph shall have
the status of an amendment to this Declaration.
Section 6.2.1 Class Designation. The Trustees, in their discretion, may
authorize the division of the Shares of the Trust or the Shares of any Series,
into two or more Classes, and the different Classes shall be established and
designated, and the variations in the relative rights and preferences as between
the different Classes shall be fixed and determined, by the Trustees; provided,
that all Shares of the Trust or of any Series shall be identical to all other
Shares of the Trust or the same Series, as the case may be, except that there
may be variations between different Classes as to allocation of expenses, right
of redemption, special and relative rights as to dividends, and on liquidation,
conversion rights, and conditions under which the several Classes shall have
separate voting rights. All references to Shares in this Declaration shall be
deemed to be Shares of any or all Classes as the context may require.
If the Trustees shall divide the Shares of the Trust or any Series into two
or more Classes, the following provisions shall be applicable:
(a) All provisions herein relating to the Trust, or any Series of the
Trust, shall apply equally to each Class of Shares of the Trust
or of any Series of the Trust, except as the context requires
otherwise.
(b) The number of Shares of each Class that may be issued shall be
unlimited. The Trustees may classify or reclassify any unissued
Shares of the Trust or any Series or any Shares previously issued
and reacquired of any Class of the Trust or of any Series into
one or more Classes that may be established and designated from
time to time. The Trustees may hold as treasury Shares (of the
same or some other Class), reissue for such consideration and on
such terms as they may determine, or cancel any Shares of any
Class reacquired by the Trust at their discretion from time to
time.
(c) Liabilities, expenses, costs, charges and reserves related to the
distribution of, and other identified expenses that should
properly be allocated to, the Shares of a particular Class may be
charged to and borne solely by such Class, and the bearing of
expenses solely by a Class of Shares may be appropriately
reflected (in a manner determined by the Trustees) and cause
differences in the net asset value attributable to, and the
dividend, redemption and liquidation rights of, the
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Shares of different Classes. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees shall be
conclusive and binding upon the Shareholders of all classes for
all purposes.
The establishment and designation of any Class of Shares shall be effective
upon the execution of a majority of the then Trustees of an instrument setting
forth such establishment and designation and the relative rights and preferences
of such Class, or as otherwise provided in such instrument. The Trustees may,
by an instrument executed by a majority of their number, abolish any Class and
the establishment and designation thereof. Each instrument referred to in this
paragraph shall have the status of an amendment to this Declaration.
Section 6.3 Rights of Shareholders. The ownership of the Trust Property
of every description and the right to conduct any business hereinbefore
described are vested exclusively in the Trustees, and the Shareholders shall
have no interest therein other than the beneficial interest conferred by their
Shares with respect to a particular Series or Class, and they shall have no
right to call for any partition or division of any property, profits, rights or
interests of the Trust nor can they be called upon to share or assume any losses
of the Trust, or suffer an assessment of any kind by virtue of their ownership
of Shares. The Shares shall be personal property giving only the rights in this
Declaration specifically set forth. The Shares shall not entitle the holder to
preference, preemptive, appraisal, conversion or exchange rights (except for
rights to exchange Shares of one Series for Shares of another Series or Class or
rights to convert shares of one Class for shares of another Class as set forth
in the Prospectus).
Section 6.4 Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to
create a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners or members of a joint stock
association.
Section 6.5 Issuance of Shares. The Trustees, in their discretion, may
from time to time without a vote of the Shareholders issue Shares with respect
to any Series that may have been established pursuant to Section 6.2.1 or any
Class that may have been established pursuant to Section 6.2.1, in addition to
the then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount not less than the then current net asset
value of said Shares and type of consideration, including cash or property, at
such time or times and on such terms as the Trustee may deem best, and may in
such
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manner acquire other assets (including the acquisition of assets subject to, and
in connection with the assumption of, liabilities) and businesses. In
connection with any issuance of Shares, the Trustees may issue 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 such Series or Class of the Trust.
Contributions to the Trust may be accepted for, and Shares shall be redeemed as,
whole Shares and/or 1/1,000ths of a Share or multiples thereof.
Section 6.6 Register of Shares. A register shall be kept at the Trust or
the offices of any transfer agent duly appointed by the Trustees under the
direction of the Trustees which shall contain the names and addresses of the
Shareholders and the number of Shares (with respect to each Series and Class
that may have been established) held by them respectively and a record of all
transfers thereof. Separate registers shall be established and maintained for
each Series and Class of the Trust. Each such register shall be conclusive as
to who are the holders of the Shares of the applicable Series and Class and who
shall be entitled to receive dividends or distributions or otherwise to exercise
or enjoy the rights of Shareholders. No Shareholder shall be entitled to
receive payment of any dividend or distribution, nor to have notice given to him
as herein provided, until he has given his address to a transfer agent or such
other officer or agent of the Trustees as shall keep the register for entry
thereon. The Trust shall not be required to issue certificates for the Shares;
however, the Trustees, in their discretion, may authorize the issuance of share
certificates and promulgate appropriate rules and regulations as to their use.
Section 6.7 Transfer Agent and Registrar. The Trustees, or an agent of
the Trust selected by the Trustees, shall have power to employ a transfer agent
or transfer agents, and a registrar or registrars, with respect to the Shares of
the various Series and Classes. The transfer agent may keep the applicable
register and record therein the original issues and transfers, if any, of the
said Shares of the applicable Series and Classes. Any such transfer agent and
registrar shall perform the duties usually performed by transfer agents and
registrars of certificates of stock in a corporation, except as modified by the
Trustees.
Section 6.8 Transfer of Shares. Except as otherwise provided by the
Trustees, Shares shall be transferable on the records of the Trust only by the
record holder thereof or by his agent thereto duly authorized in writing, upon
delivery to the Trustees or a transfer agent of the Trust of a duly executed
instrument of transfer, together with such evidence of the genuineness of each
such execution and authorization and of other matters as may reasonably be
required. Upon such delivery, the transfer shall be recorded on the applicable
register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes
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hereof and neither the Trustees nor any transfer agent or registrar nor any
officer, employee or agent of the Trust shall be affected by any notice of the
proposed transfer.
Any person becoming entitled to any Shares in consequence of the death,
bankruptcy or incompetence of any Shareholder, or otherwise by operation of law,
shall be recorded on the applicable register of Shares as the holder of such
Shares upon production of the proper evidence thereof to the Trustees or a
transfer agent of the Trust, but until such record is made, the Shareholder of
record shall be deemed to be the holder of such Shares for all purposes hereof
and neither the Trustees nor any transfer agent or registrar nor any officer or
agent of the Trust shall be affected by any notice of such death, bankruptcy or
incompetence, or other operation of law.
Section 6.9 Notice. Any and all notices to which any Shareholder
hereunder may be entitled and any and all communications shall be deemed duly
served or given if mailed, postage prepaid, addressed to any Shareholder of
record at his last known address as recorded on the applicable register of the
Trust.
ARTICLE VII
Redemption
Section 7.1 Redemptions. All outstanding Shares of any Series and Class
of the Trust may be redeemed at the option of the holders thereof, upon and
subject to the terms and conditions provided in this Article VII. The Trust
shall, upon application of any Shareholder or pursuant to authorization from any
Shareholder of a particular Series or Class, redeem or repurchase from such
Shareholder outstanding Shares of such Series or Class for the following amount:
with respect to the Shares of any Series, the then current net asset value of
such Shares.
For purposes of paragraph (b): (A) if a redemption request identifies
Shares to be redeemed by indicating the manner and date of their acquisition,
then the Trust shall redeem the Shares so identified; (B) if a redemption
request does not contain such identification of the Shares to be redeemed, then
to the extent of the number of Shares which are the subject thereof, such
redemption request shall be deemed to request the redemption of Shares held by
the Shareholder in the following order: first, Shares purchased at least one
year before receipt of such redemption request; second, Shares acquired upon
reinvestment of dividends or distributions; and third, Shares purchased less
than one year before receipt of such redemption request; and (C) the Trustees
may implement such procedures, including procedures related to the transfer of
Shares, and take such actions as are necessary for the Trust to effect
redemptions in a manner consistent with this paragraph (b).
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Notwithstanding the provisions of Section 10.4 of this Declaration, the
Trustees may amend this Declaration to modify or delete the provisions contained
in paragraph (b) of this Section 7.1 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) without obtaining shareholder approval.
If so authorized by the Trustees, the Trust may, at any time and from time
to time, charge fees or deferred sales charges for effecting such redemption, at
such rates as the Trustees may establish, as and to the extent permitted under
the 1940 Act, and may, at any time and from time to time, pursuant to such Act,
suspend such right of redemption. The procedures for effecting redemption shall
be as set forth in the Prospectus with respect to the applicable Series or Class
from time to time.
The Trust may repurchase Shares directly, through the Distributor or
another agent designated for the purpose by agreement with the owner thereof at
a price not exceeding the net asset value per share as determined as of the time
when the contract purchase is made or the net asset value as of any time which
may be later determined pursuant to Section 8.1 hereof, provided payment is not
made for the Shares prior to the time as of which such net asset value is
determined.
Section 7.2 Redemptions of Accounts of Less than a Minimum Dollar Amount.
The Trustees shall have the power to redeem shares at a redemption price
determined in accordance with Section 7.1 if at any time the total investment in
such account does not have a minimum dollar value determined from time to time
by the Trustees in their sole discretion; provided, however, that the Trustees
may exercise such power with respect to Shares of any Series or Class only to
the extent the Prospectus or Statement of Additional Information describes such
power with respect to such Series or Class. In the event the Trustees determine
to exercise their power to redeem Shares provided in this Section 7.2,
Shareholders shall be notified that the value of their account is less than the
then effective minimum dollar amount and allowed at least 30 days to make an
additional investment before redemption is processed.
ARTICLE VIII
Determination of Net Asset Value, Net Income and Distributions
Section 8.1 Net Asset Value. The net asset value of each outstanding
Share of each Series and Class of the Trust shall be determined with respect to
each Series and Class at such time or times on such days as the Trustees may
determine, in accordance with the 1940 Act. The method of determination of net
asset value shall be determined by the Trustees and shall be as set forth in the
Prospectus or Statement of Additional Information with respect to the applicable
Series or Class. The power and
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duty to make the daily calculations for any Series or Class may be delegated by
the Trustees, or an agent of the Trust selected by the Trustees, to the adviser,
administrator, manager, custodian, transfer agent or such other person as the
Trustees or an agent of the Trust selected by the Trustees may determine. The
Trustees may suspend the daily determination of net asset value to the extent
permitted by the 1940 Act.
Section 8.2 Distributions to Shareholders. Except at such times when the
Trustees deem proper, the Trustees will not distribute to Shareholders net
investment income and realized capital gains, but will retain and reinvest such
net profits. The Trustees may make distributions to Shareholders to the extent
the distribution and the circumstances in which it may be made are determined by
the Trustees to be in the best interests of the Series or Class. The Trustees
may retain and not reinvest from the net profits such amount as they may deem
necessary to pay the debts or expenses of the Trust or to meet obligations of
the Trust, or as they may deem desirable to use in the conduct of its affairs or
to retain for future requirements or extensions of the business.
Section 8.3 Power to Modify Foregoing Procedures. Notwithstanding any of
the foregoing provisions of this Article VIII, the Trustees may prescribe, in
their absolute discretion, such other bases and times for determining the per
share net asset value of the Trust's Shares or net income, or the declaration
and payment of dividends and distributions as they may deem necessary or
desirable to enable the Trust to comply with any provision of the 1940 Act, or
any securities association registered under the Securities Exchange Act of 1934,
or any order of exemption issued by said Commission, all as in effect now or
hereafter amended or modified.
ARTICLE IX
Shareholders
Section 9.1 Voting Powers. The Shareholders shall have the power to vote
(i) for the election of Trustees as provided in Article II, Section 2.2; (ii)
for the removal of Trustees as provided in Article II, Section 2.3(d); (iii)
with respect to any investment adviser as provided in Article IV, Section 4.1;
(iv) with respect to the merger, consolidation and sale of assets of the Trust
as provided in Article X, Section 10.3; (v) with respect to the amendment of
this Declaration as provided in Article X, Section 10.4; (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 or Class shall not be
entitled to a derivative or class action on behalf of any other Series or Class
(or shareholders of any other Series or Class) of the Trust); and
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(vii) with respect to such additional matters relating to the Trust as may be
required by law, by this Declaration, or the By-laws of the Trust or any
regulation of the Trust, by the Commission or any State, or as the Trustees may
consider desirable. Any matter affecting a particular Series or Class,
including without limitation, matters affecting the investment advisory
arrangements or investment policies or restrictions of a Series or Class, if
required by law, shall not be deemed to have been effectively acted upon unless
approved by the required vote of the Shareholders of such Series or Class if
required by law. Unless otherwise required by law, 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. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and may take any
action to be taken by Shareholders which is required or permitted by law, this
Declaration or any By-laws of the Trust.
Section 9.2 Meetings. Shareholder meetings shall be held as specified in
the By-laws and in Section 2.2 hereof at the principal office of the Trust or at
such other place as the Trustees may designate. No annual or regular meetings
of shareholders are required. Meetings of the Shareholders may be called by the
Trustees and shall be held at such times, on such day and at such hour as the
Trustees may from time to time determine, for the purposes specified in Section
2.2 and for such other purposes as may be specified by the Trustees.
Section 9.3 Quorum and Required Vote. Except as otherwise provided by
law, the holders of thirty percent of the outstanding Shares of each Series
present in person or by proxy shall constitute a quorum for the transaction of
any business at any meeting of Shareholders. If a quorum, as above defined,
shall not be present for the purpose of any vote that may properly come before
the meeting, the Shareholders present in person or by proxy and entitled to vote
at such meeting on such matter holding a majority of the Shares present entitled
to vote on such matter may by vote adjourn the meeting from time to time to be
held at the same place without further notice than by announcement to be given
at the meeting until a quorum, as above defined, entitled to vote on such matter
shall be present, whereupon any such matter may be voted upon at the meeting as
though held when originally convened. Subject to any applicable requirement of
law, this Declaration or the By-laws, a plurality of the votes cast shall elect
a Trustee and all other matters shall be decided by a majority of the votes cast
entitled to vote thereon.
Section 9.4 Record Date for Meetings. For the purpose of determining the
Shareholders who are entitled to notice of and to vote at any meeting, or to
participate in any distribution, or for the purpose of any other action, the
Trustees may from time to time close the transfer books for such period, not
exceeding 30 days, as the Trustees may determine; or without closing the
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transfer books the Trustees may fix a date not more than 180 days prior to the
date of any meeting of Shareholders or declaration of dividends or other action
as a record date for the determination of the persons to be treated as
Shareholders of record for such purposes, except for dividend payments which
shall be governed by Section 8.2 hereof.
Section 9.5 Proxies. Any vote by a Shareholder of the Trust may be made
in person or by proxy, provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Trustees or their designee
prior to the time the vote is taken. Pursuant to a resolution of a majority of
the Trustees, proxies may be solicited in the name of one or more Trustees or
one or more officers of the Trust. Only Shareholders of record shall be
entitled to vote. 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. A proxy with
respect to shares held in the name 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.
Section 9.6 Additional Provisions. The By-laws may include further
provisions for Shareholders' votes, meetings and related matters.
Section 9.7 Reports. The Trustees shall cause to be prepared with respect
to each Series at least annually a report of operations containing a balance
sheet and statement of income and undistributed income of the applicable Series
of the Trust prepared in conformity with generally accepted accounting
principles and an opinion of an independent public accountant on such financial
statements. It is contemplated that separate reports may be prepared for the
various Series or Classes. Copies of such reports shall be mailed to all
Shareholders of record of the applicable Series within the time required by the
1940 Act. The Trustees shall, in addition, furnish to the Shareholders at least
semi-annually, interim reports containing an unaudited balance sheet of the
Series as of the end of such period and an unaudited statement of income and
surplus for the period from the beginning of the current fiscal year to the end
of such period.
Section 9.8 Shareholder Action by Written Consent. Any action which may
be taken by Shareholders may be taken without a meeting if a majority of
Shareholders of each Series or Class entitled to vote on the matter (or such
larger proportion thereof as shall be required by any express provision of this
Declaration) consent to the action in writing and the 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.
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ARTICLE X
Duration; Termination of Trust; Amendment; Mergers; Etc.
Section 10.1 Duration. Subject to the provisions of Sections 11.2
and 11.3 hereof, this Trust shall continue without limitation of time.
Section 10.2 Termination.
(a) The Trust, or any Series thereof, may be terminated by the
affirmative vote of a majority of the Trustees, or by the
affirmative vote of a majority of the Shares of the Trust or
Series outstanding and entitled to vote, at any meeting of
shareholders. Upon the termination of the Trust or any Series:
(i) the Trust or such Series shall carry on no business except
for the purpose of winding up its affairs;
(ii) the Trustees shall proceed to wind up the affairs of the
Trust or such Series and all of the powers of the Trustees
under this Declaration shall continue until the affairs of
the Trust or such Series shall have been wound up, including
the power to fulfill or discharge the contracts of the Trust
or such Series, collect its assets, sell, convey, assign,
exchange, transfer or otherwise dispose of all or any part
of the remaining Trust Property to one or more persons at
public or private sale for consideration which may consist
in whole or in part of cash, securities or other property of
any kind, discharge or pay its liabilities, and do all other
acts appropriate to liquidate its business; provided that
any sale, conveyance, assignment, exchange, transfer or
other disposition of all or substantially all the Trust
Property shall require approval of the principal terms of
the transaction and the nature and amount of the
consideration by vote or consent of the holders of a
majority of the Shares entitled to vote; and
(iii) after payment or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities
and refunding agreements as they deem necessary for their
protection, the Trustees may distribute the remaining Trust
Property of any Series, in cash or in kind or partly each,
among the
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Shareholders of such Series according to their respective
rights.
(b) After termination of the Trust or any Series and distribution to
the Shareholders as herein provided, a majority of the Trustees
shall execute and lodge among the records of the Trust an
instrument in writing setting forth the fact of such termination.
Upon termination of the Trust, the Trustees shall thereupon be
discharged from all further liabilities and duties hereunder, and
the rights and interests of all Shareholders shall thereupon
cease. Upon termination of any Series, the Trustees thereunder
shall be discharged from any further liabilities and duties with
respect to such Series, and the rights and interests of all
Shareholders of such Series shall thereupon cease.
Section 10.3 Reorganization. The Trustees may sell, convey, merge and
transfer the assets of the Trust, or the assets belonging to any one or more
Series, to another trust, partnership, association or corporation organized
under the laws of any state of the United States, or to the Trust to be held as
assets belonging to another Series of the Trust, in exchange for cash, shares or
other securities (including, in the case of a transfer to another Series of the
Trust, Shares of such other Series) with such transfer either (1) being made
subject to, or with the assumption by the transferee of, the liabilities
belonging to each Series the assets of which are so transferred, or (2) not
being made subject to, or not with the assumption of, such liabilities;
provided, however, that no assets belonging to any particular Series shall be so
transferred unless the terms of such transfer shall have first been approved at
a meeting called for the purpose by a Majority Shareholder Vote of that Series.
Following such transfer, the Trustees shall distribute such cash, shares or
other securities (giving due effect to the assets and liabilities belonging to
and any other differences among the various Series the assets belonging to which
have so been transferred) among the Shareholders of the Series the assets
belonging to which have been so transferred; and if all of the assets of the
Trust have been so transferred, the Trust shall be terminated.
The Trust, or any one or more Series, may, either as the successor,
survivor, or non-survivor, (1) consolidate with one or more other trusts,
partnerships, associations or corporations organized under the laws of the
Commonwealth of Massachusetts or any other state of the United States, to form a
new consolidated trust, partnership, association or corporation under the laws
of which any one of the constituent entities is organized, or (2) merge into one
or more other trusts, partnerships, associations or corporations organized under
the laws of the Commonwealth of Massachusetts or any other state of the United
States, or have one or more such trusts, partnerships, associations or
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corporations merged into it, any such consolidation or merger to be upon such
terms and conditions as
are specified in an agreement and plan of reorganization entered into by the
Trust, or one or more Series as the case may be, in connection therewith. The
terms "merge" or "merger" as used herein shall also include the purchase or
acquisition of any assets of any other trust, partnership, association or
corporation which is an investment company organized under the laws of the
Commonwealth of Massachusetts or any other state of the United States. Any such
consolidation or merger shall require the approval of a Majority Shareholder
Vote of each Series affected thereby.
Shareholders shall have no right to demand payment for their shares or to
any other rights of dissenting shareholders in the event the Trust or any Series
participates in any transaction which would give rise to appraisal or
dissenters' rights by a shareholder of a corporation organized under Chapter
156B of the General Laws of the Commonwealth of Massachusetts.
Section 10.4 Amendment Procedure. All rights granted to the Shareholders
under this Declaration are granted subject to the reservation of the right to
amend this Declaration 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 (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). Any amendment to this
Declaration that adversely affects the rights of Shareholders may be adopted at
any time by an instrument in writing signed by a majority of the then Trustees
(or by an officer of the Trust pursuant to a vote of a majority of such
Trustees) when authorized to do so by the vote of a majority of the Shares
entitled to vote. 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 of the Trust to the effect that
such amendment has been duly adopted.
Section 10.5 Incorporation. With the approval of the holders of a
majority of the Shares, the Trustees may cause to be organized or assist in
organizing a corporation or corporations under the laws of any jurisdiction or
any other trust, partnership, association or other organization to take over all
of the
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Trust Property or to carry on any business in which the Trust shall directly or
indirectly have any interest, and to sell, convey and transfer the Trust
Property to any such corporation, trust, association or organization in exchange
for the shares or securities thereof or otherwise, and to lend money to,
subscribe for the Shares or securities of, and enter into any contracts with any
such corporation, trust, partnership, association or organization, or any
corporation, trust, partnership,
association or organization in which the Trust holds or is about to acquire
shares or any other interest. The Trustees may also cause a merger or
consolidation between the Trust or any successor thereto and any such
corporation, trust, partnership, association or other organization if and to the
extent permitted by law, as provided under the law then in effect. Nothing
contained herein shall be construed as requiring approval of Shareholders for
the Trustees to organize or assist in organizing one or more corporations,
trusts, partnerships, associations or other organizations and selling, conveying
or transferring a portion of the Trust Property to such organizations or
entities.
ARTICLE XI
Miscellaneous
Section 11.1 Filing. This Declaration and any amendment hereto shall be
filed in the office of the Secretary of the Commonwealth of Massachusetts and in
such other places as may be required under the laws of Massachusetts and also
may be filed or recorded in such other places as the Trustees deem appropriate.
Each amendment so filed shall be accompanied by a certificate signed and
acknowledged by a Trustee or officer stating that such action was duly taken in
a manner provided herein, and unless such amendment or such certificate sets
forth some later time for the effectiveness of such amendment, such amendment
shall be effective upon its filing. A restated Declaration, containing the
original Declaration and all amendments theretofore made, may be executed from
time to time by a majority of the Trustees and shall, upon filing with the
Secretary of the Commonwealth of Massachusetts, be conclusive evidence of all
amendments contained therein and may thereafter be referred to in lieu of the
original Declaration and the various amendments thereto.
Section 11.2 Resident Agent. The Trust shall maintain a resident agent in
the Commonwealth of Massachusetts, which agent shall initially be CT Corporation
System, 2 Oliver Street, Boston, Massachusetts 02109. The Trustees may
designate a successor resident agent, provided, however, that such appointment
shall not become effective until written notice thereof is delivered to the
office of the Secretary of the Commonwealth of Massachusetts.
Section 11.3 Governing Law. This Declaration is executed by the Trustees
and delivered in the Commonwealth of Massachusetts and with reference to the
laws thereof, and the rights of
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all parties and the validity and construction of every provision hereof shall be
subject to and construed according to the laws of said Commonwealth.
Section 11.4 Counterparts. This Declaration may be simultaneously
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts, together, shall constitute one and the same
instrument, which shall be sufficiently evidenced by any such original
counterpart.
Section 11.5 Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust or of any recording office
in which this Declaration may be recorded, appears to be a Trustee hereunder,
certifying to: (a) the number or identity of Trustees or Shareholders; (b) the
name of the Trust or any Series thereof; (c) the due authorization of the
execution of any instrument or writing; (d) the form of any vote passed at a
meeting of Trustees or Shareholders; (e) the fact that the number of Trustees or
Shareholders present at any meeting or executing any written instrument
satisfies the requirements of this Declaration; (f) the form of any By-laws
adopted by or the identity of any officers elected by the Trustees; (g) the
existence of any fact or facts which in any manner relate to the affairs of the
Trust or any Series or Class; or (h) the establishment of any Series or Class,
shall be conclusive evidence as to the matters so certified in favor of any
person dealing with the Trustees and their successors.
Section 11.6 Provisions in Conflict with Law or Regulations.
(a) The provisions of this Declaration are severable, and if the
Trustees shall determine, with the advice of counsel, that any of
such provisions is in conflict with the 1940 Act, the regulated
investment company provisions of the Internal Revenue Code or
with other applicable laws and regulations, the conflicting
provision shall be deemed never to have constituted a part of
this Declaration; provided, however, that such determination
shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or
omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provision in
any other jurisdiction or any other provision of this Declaration
in any jurisdiction.
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Section 11.7 Principal Place of Business.
As of the date of this Declaration, the principal place of business of
the Trust is 700 Newport Center Drive, Newport Beach, California 92660. The
principal place of business may be changed by resolution of a majority of the
Trustees.
IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the ____day of _________, 1993.
________________________________
Thomas C. Sutton
Trustee
________________________________
William D. Cvengros
Trustee
________________________________
Richard L. Nelson
Trustee
________________________________
Lyman W. Porter
Trustee
________________________________
Alan Richards
Trustee
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PRESIDENT'S CERTIFICATE
The undersigned, being the duly appointed, qualified and active President
of PIMCO Advisors Institutional Funds (the "Trust"), formerly PFAMCo Fund,
hereby certifies that the Funds' Agreement and Declaration of Trust dated August
24, 1990 and subsequently amended on October 24, 1990, November, 16, 1990,
November 29, 1990, December 14, 1990, February 1, 1991, May 9, 1991, August 6,
1992, and February 26, 1993 (the "Declaration of Trust") has been duly amended
and restated in accordance with the provisions of Section 10.4 of the
Declaration of Trust.
Date: _________________, 1993
_________________________
Thomas C. Sutton
President
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WRITTEN INSTRUMENT AMENDING THE
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF PIMCO ADVISORS INSTITUTIONAL FUNDS
The undersigned, being a majority of the Trustees of PIMCO Advisors
Institutional Funds, a Massachusetts business trust, (the "Trust") acting
pursuant to Section 6.2.1 of the Amended and Restated Agreement and Declaration
of Trust, dated May 7, 1993, and subsequently amended on July 15, 1993 and
October 29, 1993, (the "Declaration of Trust"), hereby amend the Declaration of
Trust by dividing the Shares of each Series into three Classes designated as
"Institutional Class," "Benefit Plan Class," and "Administrative Class," by
designating all previously issued and outstanding Shares as Institutional Class
Shares, and by assigning the following relative rights and preferences to each
Class:
Each Class of a Series shall be identical to each other Class of that
Series except as follows:
(a) Each Class shall bear the expenses, costs, charges, and liabilities
relating to any agreements or arrangements entered into by or on
behalf of the Trust pursuant to which an organization or other person
agrees to provide services with respect to that Class but not with
respect to any other Class or Classes of the Trust, as well as any
other expenses, costs, charges, and liabilities directly attributable
to a Class which the Trustees determine should be borne solely by that
Class; and
(b) A Class shall not bear the expenses, costs, charges, and liabilities
relating to any agreements or arrangements entered into by or on
behalf of the Trust pursuant to which an organization or other person
agrees to provide services with respect to any other Class or Classes
of the Trust, nor any other expenses, costs, charges, or liabilities
directly attributable to shares of any other Class or Classes of the
Trust which the Trustees determine should be borne exclusively by such
other Class or Classes; and
(c) The dividends and distributions with respect to each Class of a Series
shall be in such amount as may be declared from time to time by or
under the direction of the Trustees, and such dividends and
distributions may vary from dividends and distributions with respect
to other Classes of that Series to reflect differing allocations of
the expenses, costs, charges, or liabilities of the Trust among the
holders of the Classes of Shares of that Series and to equalize the
net asset value per Share of its Classes, to such extent and for such
purposes as the Trustees may deem appropriate.
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(d) The Shareholders of each Class of each Series shall have (i) exclusive
voting rights with respect to matters on which the Shareholders of the Class
shall be entitled to exclusive voting rights under applicable federal or state
law and on any matters affecting only that Class and (ii) no voting rights with
respect to matters on which the Shareholders of another Class of that Series or
another Series shall be entitled to exclusive voting rights under applicable
federal or state law or on any matters affecting only another Class or Classes.
IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the __ day of March, 1994.
____________________________
Thomas C. Sutton
Trustee
____________________________
William D. Cvengros
Trustee
____________________________
Richard L. Nelson
Trustee
____________________________
Lyman W. Porter
Trustee
____________________________
Alan Richards
Trustee
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PRESIDENT'S CERTIFICATE
The undersigned, being the duly appointed, qualified and active
President of PIMCO Advisors Institutional Funds (the "Trust"), hereby certifies
that Section 6.2.1 of the Trust's Amended and Restated Agreement and Declaration
of Trust dated May 7, 1993 and subsequently amended on July 15, 1993 and October
29, 1993 (the "Declaration of Trust") has been duly amended in accordance with
the provisions of Section 10.4 of the Declaration of Trust.
Date: March __, 1994
_____________________________
Thomas C. Sutton
President
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[LETTERHEAD of DELOITTE & TOUCHE LLP]
CONSENT OF INDEPENDENT AUDITORS
PIMCO Advisors Institutional Funds:
We hereby consent to the incorporation by reference in Post-Effective Amendment
No. 20 under the Securities Act of 1933 and Amendment No. 22 under the
Investment Company Act of 1940 to Registration Statement No. 33-36528 on Form
N-1A of our report dated December 16, 1994 related to PIMCO Advisors
Institutional Funds appearing in the financial statements which are incorporated
by reference, to the references to us under the heading "Financial Highlights"
appearing in the prospectus of PIMCO Advisors Institutional Funds for the
portfolios listed below:
Cadence Capital Appreciation Fund
Cadence Mid Cap Growth Fund
Cadence Micro Cap Growth Fund
Cadence Small Cap Growth Fund
and to the references to us under the heading "Independent Accountants" in the
Statement of Additional Information for PIMCO Advisors Institutional Funds,
which are a part of such Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
December 27, 1995
