ITEM 77Q(i) - COPIES OF ANY MATERIAL AMENDMENTS TO THE REGISTRANT'S
CHARTER OR BY-LAWS
The following Amendment No. 7 to the Declaration of Trust dated November
12, 1990, has been adopted by FirstMerit Funds' (formerly The Newpoint
Funds) Board of Trustees at its Regular Meeting held on November 16,
1999:
A. Strike Section 1 of Article I from the Declaration of Trust and
substitute in its place the following:
"Section 1. Name.
This Trust shall be known as FirstMerit Funds."
B. Strike Section 2(b) of Article I from the Declaration of Trust
and substitute in its place the following:
"Section 2. Definition.
(b) The "Trust" refers to FirstMerit Funds;"
C. Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:
"Section 5. Establishment and Designation of Series
or Class.
Without limiting the authority of the Trustees set
forth in Article XII, Section 8, interalia, to establish
and designate any additional series or class or to
modify the rights and preferences of any existing Series
or Class, the initial series shall be, and are
established and designated as:
FirstMerit Equity Fund
FirstMerit Government Money Market Fund."
D. Strike Section 9 of Article XII from the Declaration of Trust
and substitute in its place the following:
"Section 9. Use of Name.
The Trust acknowledges that FirstMerit Bank has reserved
the right to grant the non-exclusive use of the name
"FirstMerit" or any derivative thereof to any other
investment company, investment company portfolio,
investment adviser, distributor, or other business
enterprise, and to withdraw from the Trust or one or
more Series of Classes any right to the use of the name
"FirstMerit"."
ITEM 77Q(ii) - COPIES OF ANY MATERIAL AMENDMENTS TO THE REGISTRANT'S
CHARTER OR BY-LAWS
The following Restatement and Amendment No. 8 to the Declaration of Trust
for The FirstMerit Funds, dated May 19, 2000, has been adopted by the
Funds' Board of Trustees at its Regular Meeting dated February 16, 2000:
"WHEREAS, the Trustees desire to establish a trust fund for the
investment and reinvestment of funds contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under
this Declaration of Trust IN TRUST as herein set forth below.
ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name.
This Trust shall be known as FirstMerit Funds.
Section 2. Definitions.
Wherever used herein, unless otherwise required by the context
or specifically provided:
(a) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Majority Shareholder Vote" (the 67%
or 50% requirement of Section 2(a)(42) of the 1940 Act,
whichever may be applicable) and "Principal Underwriter"
shall have the meanings given them in the 1940 Act, as
amended from time to time;
(b) The "Trust" refers to FirstMerit Funds;
(c) "Class" refers to a class of Shares established and
designated under or in accordance with the provisions
of Article III;
(d) "Series" refers to a series of Shares established and
designated under or in accordance with the provisions
of Article III;
(e) "Series Company" refers to the form of a registered
open-end investment company described in Section 18(f)(2)
of the 1940 Act or in any successor statutory provision;
(f) "Shareholder" means a record owner of Shares of any Series
or Class;
(g) The "Trustees" refer to the individual Trustees in their
capacity as Trustees hereunder of the Trust and their
successor or successors for the time being in office as
such Trustees;
(h) "Shares" means the equal proportionate units of interest
into which the beneficial interest in the Trust shall be
divided from time to time, or if more than one Series or
Class of Shares is authorized by the Trustees, the equal
proportionate units into which each Series or Class of
Shares shall be divided from time to time and includes
fractions of Shares as well as whole Shares; and
(i) The "1940 Act" refers to the Investment Company Act of
1940, and the Rules and Regulations thereunder, (including
any exemptions granted thereunder) as amended from time
to time.
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous
source of managed investments by investing primarily in securities
(including options) and also in debt instruments, commodities, commodity
contracts and options thereon.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest.
The beneficial interest in the Trust shall at all times be divided
into transferable Shares, without par value. Subject to the provisions of
Section 5 of this Article III, each Share shall have voting rights as
provided in Article VIII hereof, and holders of the Shares of any Series
shall be entitled to receive dividends, when and as declared with respect
thereto in the manner provided in Article X, Section 1 hereof. The Shares
of any Series may be issued in two or more Classes, as the Trustees may
authorize pursuant to Article XII, Section 8 hereof. Unless the Trustees
have authorized the issuance of Shares of a Series in two or more Classes,
each Share of a Series shall represent an equal proportionate interest in
the assets and liabilities of the Series with each other Share of the same
Series, none having priority or preference over another. If the Trustees
have authorized the issuance of Shares of a Series in two or more Classes,
then the Classes may have such variations as to dividend, redemption, and
voting rights, net asset values, expenses borne by the Classes, and other
matters as the Trustees have authorized provided that each Share of a Class
shall represent an equal proportionate interest in the assets and
liabilities of the Class with each other Share of the same Class, none
having priority or preference over another. The number of Shares authorized
shall be unlimited. The Trustees may from time to time divide or combine
the Sharesof any Series or Class into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Series
or Class.
Section 2. Ownership of Shares.
The ownership of Shares shall be recorded in the books of the Trust
or a transfer agent which books shall be maintained separately for the
Shares of each Series or Class. The Trustees may make such rules as they
consider appropriate for the transfer of Shares and similar matters. The
record books of the Trust or any transfer agent, as the case may be, shall
be conclusive as to who are the Shareholders of each Series or Class and
as to the number of Shares of each Series or Class held from time to time
by each.
Section 3. Investment in the Trust.
The Trustees shall accept investments in the Trust from such persons
and on such terms as they may from time to time authorize. After the date of
the initial contribution of capital (which shall occur prior to the initial
public offering of Shares), the number of Shares to represent the initial
contribution shall be considered as outstanding and the amount received by
the Trustees on account of the contribution shall be treated as an asset of
the Trust to be allocated among any Series or Classes in the manner described
in Section 5(a) of this Article. Subsequent to such initial contribution of
capital, Shares (including Shares which may have been redeemed or repurchased
by the Trust) may be issued or sold at a price which will net the relevant
Series or Class, as the case may be, before paying any taxes in connection
with such issue or sale, not less than the net asset value (as defined in
Article X, Section 3) thereof; provided, however, that the Trustees may in
their discretion impose a sales charge upon investments in the Trust.
Section 4. No Pre-emptive Rights.
Shareholders shall have no pre-emptive or other right to subscribe to
any additional Shares or other securities issued by the Trust.
Section 5. Establishment and Designation of Series or Class.
Without limiting the authority of the Trustees set forth in Article
XII, Section 8, inter alia, to establish and designate any additional series
or class or to modify the rights and preferences of any existing Series or
Class, the initial series shall be, and are established and designated are,
FirstMerit Equity Fund and FirstMerit Government Money Market Fund.
Shares of any Series or Class established in this Section 5 shall have
the following relative rights and preferences:
(a) Assets belonging to Series or Class. All consideration received
by the Trust for the issue or sale of Shares of a particular
Series or Class, together with all assets in which such
consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof from whatever source derived,
including, without limitation, 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 or Class for all purposes, subject only to the rights
of creditors, and shall be so recorded upon the books of account
of the Trust. Such consideration, assets, income, earnings,
profits and proceeds thereof, from whatever source derived,
including, without limitation, 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, are herein referred to as "assets
belonging to" that Series or Class. 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 or Class (collectively "General Assets"),
the Trustees shall allocate such General Assets to, between or
among any one or more of the Series or Classes established and
designated from time to time in such manner and on such basis
as they, in their sole discretion, deem fair and equitable, and
any General Assets so allocated to a particular Series or Class
shall belong to that Series or Class. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of
all Series or Classes for all purposes.
(b) Liabilities Belonging to Series or Class. The assets belonging to
each particular Series or Class shall be charged with the
liabilities of the Trust in respect to that Series or Class and
all expenses, costs, charges and reserves attributable to that
Series or Class, and any general liabilities of the Trust which
are not readily identifiable as belonging to any particular Series
or Class shall be allocated and charged by the Trustees to and
among any one or more of the Series or Classes 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.
The liabilities, expenses, costs, charges and reserves so charged
to a Series or Class are herein referred to as "liabilities
belonging to" that Series or Class. Each allocation of liabilities
belonging to a Series or class by the Trustees shall be conclusive
and binding upon the Shareholders of all Series or Classes for
all purposes.
(c) Dividends, Distributions, Redemptions, Repurchases and
Indemnification. Notwithstanding any other provisions of this
Declaration, including, without limitation, Article X, no dividend
or distribution (including, without limitation, any distribution
paid upon termination of the Trust or of any Series or Class) with
respect to, nor any redemption or repurchase of the Shares of any
Series or Class shall be effected by the Trust other than from the
assets belonging to such Series or Class, nor except as
specifically provided in Section 1 of Article XI hereof, shall
any Shareholder of any particular Series or Class otherwise
have any right or claim against the assets belonging to any
other Series or Class except to the extent that such Shareholder
has such a right or claim hereunder as a Shareholder of such
other Series or Class.
(d) Voting. Notwithstanding any of the other provisions of this
Declaration, including, without limitation, Section 1 of Article
VIII, only Shareholders of a particular Series or Class shall be
entitled to vote on any matters affecting such Series or Class.
Except with respect to matters as to which any particular Series
or Class is affected, all of the Shares of each Series or Class
shall, on matters as to which such Series or Class is entitled to
vote, vote with other Series or Classes so entitled as a single
class. Notwithstanding the foregoing, with respect to matters
which would otherwise be voted on by two or more Series or Classes
as a single class, the Trustees may, in their sole discretion,
submit such matters to the Shareholders of any or all such
Series or Classes, separately.
(e) Fraction. Any fractional Share of a Series or Class shall carry
proportionately all the rights and obligations of a whole Share
of that Series or Class, including rights with respect to voting,
receipt of dividends and distributions, redemption of Shares
and termination of the Trust or of any Series or Class.
(f) Exchange Privilege. The Trustees shall have the authority to
provide that the holders of Shares of any Series or Class shall
have the right to exchange said Shares for Shares of one or more
other Series or Classes in accordance with such requirements
and procedures as may be established by the Trustees.
(g) Combination of Series or Classes. The Trustees shall have the
authority, without the approval of the Shareholders of any
Series or Class, unless otherwise required by applicable law,
to combine the assets and liabilities belonging to a single
Series or Class with the assets and liabilities of one or more
other Series or Classes.
(h) Elimination of Series or Classes. At any time that there
are no Shares outstanding of any particular Series or Class
previously established and designated, the Trustees may
amend this Declaration of Trust to abolish that Series or
Class and to rescind the establishment and designation thereof.
ARTICLE IV
THE TRUSTEES
Section 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.
Section 2. Election of Trustees at Meeting of Shareholders.
On a date fixed by the Trustees, which shall be subsequent to the
initial public offering of Shares, the Shareholders shall elect Trustees.
The number of Trustees shall be determined by the Trustees pursuant to
Article IV, Section 5.
Section 3. Term of Office of Trustees.
The Trustees shall hold office during the lifetime of this
Trust, and until its termination as hereinafter provided; except (a)
that any Trustee may resign his office at any time 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) that any 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) that any 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) a Trustee may be removed at any special meeting of Shareholders
of the Trust by a vote of two-thirds of the outstanding Shares.
Section 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 shall fill such vacancy by
appointing such other person as they in their discretion shall see
fit. Such appointment shall be effected by the signing of a written
instrument by a majority of the Trustees in office. 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. As
soon as any Trustee so appointed shall have accepted this Trust, the
trust estate shall vest in the new Trustee or Trustees, together
with the continuing Trustees, without any further act or conveyance,
and he shall be deemed a Trustee hereunder. Any appointment authorized
by this Section 4 is subject to the provisions of Section 16(a) of
the 1940 Act.
Section 5. Number of Trustees.
The number of Trustees, not less than three (3) nor more than
twenty (20) serving hereunder at any time, shall be determined by
the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur, until
such vacancy is filled or while any Trustee is physically or mentally
incapacitated, the other Trustees shall have all the powers hereunder
and the certificate signed by a majority of the other Trustees of
such vacancy, absence or incapacity, shall be conclusive, provided,
however, that no vacancy which reduces the number of Trustees below
three (3) shall remain unfilled for a period longer than six
calendar months.
Section 6. 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 the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust.
Section 7. Ownership of Assets.
The assets belonging to each Series or Class shall be held
separate and apart from any assets now or hereafter held in any
capacity other than as Trustee hereunder by the Trustees or any
successor Trustee. All of the assets belonging to each Series or
Class or owned by the Trust shall at all times be considered as
vested in the Trustees. No Shareholder shall be deemed to have a
severable ownership interest in any individual asset belonging to
any Series or Class or owned by the Trust or any right of
partition or possession thereof, but each Shareholder shall have a
proportionate undivided beneficial interest in a Series or Class.
ARTICLE V
POWERS OF THE TRUSTEES
Section 1. Powers.
The Trustees in all instances shall act as principals, and
are and shall be free from the control of the Shareholders. The
Trustees shall have full power and authority to do any and all acts
and to make and execute any and all contracts and instruments that
they may consider necessary or appropriate in connection with the
management of the Trust or a Series or Class. The Trustees shall
not be bound or limited by present or future laws or customs in
regard to trust investments, but shall have full authority and
power to make any and all investments which they, in their
uncontrolled discretion, shall deem proper to accomplish the purpose
of this Trust. Without limiting the foregoing, the Trustees shall
have the following specific powers and authority, subject to any
applicable limitation in this Declaration of Trust or in the
By-Laws of the Trust:
(a) To buy, and invest funds in their hands in securities
including, but not limited to, common stocks, preferred stocks,
bonds, debentures, warrants and rights to purchase securities,
options, certificates of beneficial interest, money market
instruments, notes or other evidences of indebtedness issued by
any corporation, trust or association, domestic or foreign, or
issued or guaranteed by the United States of America or any agency
or instrumentality thereof, by the government of any foreign
country, by any State of the United States, or by any political
subdivision or agency or instrumentality of any State or
foreign country, or in "when-issued" or "delayed-delivery" contracts
for any such securities, or in any repurchase agreement or reverse
repurchase agreement, or in debt instruments, commodities, commodity
contracts and options thereon, or to retain assets belonging to each
and every Series or Class in cash, and from time to time to change
the investments of the assets belonging to each Series or Class;
(b) To adopt By-Laws of the Trust not inconsistent with
the Declaration of Trust providing for the conduct of the business
of the Trust and to amend and repeal them to the extent that they
do not reserve that right to the Shareholders;
(c) To Elect and remove such officers of the Trust and
appoint and terminate such agents of the Trust as they consider
appropriate;
(d) To appoint or otherwise engage a bank or trust company
as custodian of any assets belonging to any Series or Class subject
to any conditions set forth in this Declaration of Trust or in
the By-Laws;
(e) To appoint or otherwise engage transfer agents, dividend
disbursing agents, Shareholder servicing agents, investment advisers,
sub-investment advisers, principal underwriters, administrative service
agents, and such other agents as the Trustees may from time to time
appoint or otherwise engage;
(f) To provide for the distribution of any Shares of any
Series or Class either through a principal underwriter in the
manner hereinafter provided for or by the Trust itself, or both;
(g) To set record dates in the manner hereinafter
provided for;
(h) To delegate such authority as they consider desirable
to a committee or committees composed of Trustees, including without
limitation, an Executive Committee, or to any officers of the
Trust and to any agent, custodian or underwriter;
(i) To sell or exchange any or all of the assets belonging
to one or more Series or Classes, subject to the provisions of
Article XII, Section 4(b) hereof;
(j) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property;
and to execute and deliver powers of attorney to such person or
persons as the Trustees shall deem proper, granting to such person
or persons such power and discretion with relation to securities
or property as the Trustees shall deem proper;
(k) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of securities;
(l) To hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable
form; or either in its own name or in the name of a custodian or a
nominee or nominees, subject in either case to proper safeguards
according to the usual practice of Massachusetts trust companies or
investment companies;
(m) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or concern,
any security of which belongs to any Series or Class; to consent to
any contract, lease, mortgage, purchase, or sale of property by such
corporation or concern, and to pay calls or subscriptions with respect
to any security which belongs to any Series or Class;
(n) To engage in and to prosecute, compound, compromise,
abandon, or adjust, by arbitration, or otherwise, any actions, suits,
proceedings, disputes, claims, demands, and things relating to the Trust,
and out of the assets belonging to any Series or Class to pay, or to
satisfy, any debts, claims or expenses incurred in connection therewith,
including those of litigation, upon any evidence that the Trustees
may deem sufficient (such powers shall include without limitation
any actions, suits, proceedings, disputes, claims, demands and things
relating to the Trust wherein any of the Trustees may be named
individually and the subject matter of which arises by reason of
business for or on behalf of the Trust);
(o) To make distributions of income and of capital gains to
Shareholders;
(p) To borrow money;
(q) From time to time to issue and sell the Shares of any
Series or Class either for cash or for property whenever and in such
amounts as the Trustees may deem desirable, but subject to the
limitation set forth in Section 3 of Article III.
(r) To purchase insurance of any kind, including, without
limitation, insurance on behalf of any person who is or was a
Trustee, Officer, employee or agent of the Trust, or is or was
serving at the request of the Trust as a Trustee, Director, Officer,
agent or employee of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his
status as such.
(s) To sell, exchange, lend, pledge, mortgage, hypothecate,
lease, or write options with respect to or otherwise deal in any
property rights relating to any or all of the assets belonging to
any Series or Class.
The Trustees shall have all of the powers set forth in this
Section 1 with respect to all assets and liabilities of each
Series and Class.
Section 2. Principal Transactions.
The Trustees shall not cause the Trust on behalf of any
Series or Class to buy any securities (other than Shares) from or
sell any securities (other than Shares) to, or lend any assets
belonging to any Series or Class to any Trustee or officer or employee
of the Trust or any firm of which any such Trustee or officer is a
member acting as principal unless permitted by the 1940 Act, but the
Trust may employ any such other party or any such person or
firm or company in which any such person is an interested person
in any capacity not prohibited by the 1940 Act.
Section 3. Trustees and Officers as Shareholders.
Any Trustee, officer or other agent of the Trust or any Series
or Class may acquire, own and dispose of Shares of any Series or Class
to the same extent as if he were not a Trustee, officer or agent; and
the Trustees may issue and sell or cause to be issued or sold Shares of
any Series or Class to and buy such Shares from any such person or any
firm or company in which he is an interested person subject only to
the general limitations herein contained as to the sale and purchase
of such Shares; and all subject to any restrictions which may be
contained in the By-Laws.
Section 4. Parties to Contract.
The Trustees may enter into any contract of the character
described in Article VII or in Article IX hereof or any other capacity
not prohibited by the 1940 Act with any corporation, firm, trust or
association, although one or more of the shareholders, Trustees,
officers, employees or agents of the Trust or any Series or Class or
their affiliates may be an officer, director, trustee, shareholder or
interested person 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 or any Series or Class under or by
reason of said contract or accountable for any profit realized directly
or indirectly therefrom, in the absence of actual fraud. The same person
(including a firm, corporation, trust or association) may be the other
party to contracts entered into pursuant to Article VII or Article IX or
any other capacity not prohibited by the 1940 Act, and any individual
may be financially interested or otherwise an interested person of
persons who are parties to any or all of the contracts mentioned
in this Section 4.
ARTICLE VI
