TRUSTEES' EXPENSES AND COMPENSATION
Section 1. Trustee Reimbursement.
The Trustees shall be reimbursed from the assets belonging to each
particular Series or Class for all of such Trustees' expenses as such
expenses are allocated to and among any one or more of the Series or Classes
pursuant to Article III, Section 5(b), including, without limitation,
expenses of organizing the Trust or any Series or Class and continuing its or
their existence; fees and expenses of Trustees and Officers of the Trust;
fees for investment advisory services, administrative services and principal
underwriting services provided for in Article VII, Sections 1, 2 and 3; fees
and expenses of preparing and printing Registration Statements under the
Securities Act of 1933 and the 1940 Act and any amendments thereto; expenses
of registering and qualifying the Trust and any Series or Class and the
Shares of any Series or Class under federal and state laws and regulations;
expenses of preparing, printing and distributing prospectuses and any
amendments thereto sent to shareholders, underwriters, broker-dealers and to
investors who may be considering the purchase of Shares; expenses of
registering, licensing or other authorization of the Trust or any Series or
Class as a broker-dealer and of its or their officers as agents and salesmen
under federal and state laws and regulations; interest expenses, taxes, fees
and commissions of every kind; expenses of issue (including cost of share
certificates), purchases, repurchases and redemption of Shares, including
expenses attributable to a program of periodic issue; charges and expenses of
custodians, transfer agents, dividend disbursing agents, Shareholder
servicing agents and registrars; printing and mailing costs; auditing,
accounting and legal expenses; reports to Shareholders and governmental
officers and commissions; expenses of meetings of Shareholders and proxy
solicitations therefor; insurance expenses; association membership dues and
nonrecurring items as may arise, including all losses and liabilities by them
incurred in administering the Trust and any Series or Class, including
expenses incurred in connection with litigation, proceedings and claims and
the obligations of the Trust under Article XI hereof and the By-Laws to
indemnify its Trustees, Officers, employees, shareholders and agents, and any
contract obligation to indemnify principal underwriters under Section 3 of
Article VII; and for the payment of such expenses, disbursements, losses and
liabilities, the Trustees shall have a lien on the assets belonging to each
Series or Class prior to any rights or interests of the Shareholders of any
Series or Class. This section shall not preclude the Trust from directly
paying any of the aforementioned fees and expenses.
Section 2. Trustee Compensation.
The Trustees shall be entitled to compensation from the Trust from the
assets belonging to any Series or Class for their respective services as
Trustees, to be determined from time to time by vote of the Trustees, and the
Trustees shall also determine the compensation of all Officers, consultants
and agents whom they may elect or appoint. The Trust may pay out of the
assets belonging to any Series or Class any Trustee or any corporation, firm,
trust or other entity of which a Trustee is an interested person for services
rendered in any capacity not prohibited by the 1940 Act, and such payments
shall not be deemed compensation for services as a Trustee under the first
sentence of this Section 2 of Article VI.
ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER_AGENT
Section 1. Investment Adviser.
Subject to a Majority Shareholder Vote by the relevant Series or Class,
the Trustees may in their discretion from time to time enter into an
investment advisory contract whereby the other party to such contract shall
undertake to furnish the Trustees investment advisory services for such
Series or Class upon such terms and conditions and for such compensation as
the Trustees may in their discretion determine. Subject to a Majority
Shareholder Vote by the relevant Series or Class, the investment adviser may
enter into a sub-investment advisory contract to receive investment advice
and/or statistical and factual information from the sub-investment adviser
for such Series or Class upon such terms and conditions and for such
compensation as the Trustees, in their discretion, may agree.
Notwithstanding any provisions of this Declaration of Trust, the Trustees may
authorize the investment adviser or sub-investment adviser or any person
furnishing administrative personnel and services as set forth in Article VII,
Section 2 (subject to such general or specific instructions as the Trustees
may from time to time adopt) to effect purchases, sales or exchanges of
portfolio securities belonging to a Series or Class on behalf of the Trustees
or may authorize any officer or Trustee to effect such purchases, sales, or
exchanges pursuant to recommendations of the investment adviser (and all
without further action by the Trustees). Any such purchases, sales and
exchanges shall be deemed to have been authorized by the Trustees. The
Trustees may also authorize the investment adviser to determine what firms
shall be employed to effect transactions in securities for the account of a
Series or Class and to determine what firms shall participate in any such
transactions or shall share in commissions or fees charged in connection with
such transactions.
Section 2. Administrative Services.
The Trustees may in their discretion from time to time contract for
administrative personnel and services whereby the other party shall agree to
provide the Trustees administrative personnel and services to operate the
Trust or a Series or Class on a daily basis, on such terms and conditions as
the Trustees may in their discretion determine. Such services may be
provided by one or more entities.
Section 3. Principal Underwriter.
The Trustees may in their discretion from time to time enter into an
exclusive or nonexclusive contract or contracts providing for the sale of the
Shares of a Series or Class to net such Series or Class not less than the
amount provided in Article III, Section 3 hereof, whereby a Series or Class
may either agree to sell the Shares to the other party to the contract or
appoint such other party its sales agent for such shares. In either case,
the contract shall be on such terms and conditions (including indemnification
of principal underwriters allowable under applicable law and regulation) as
the Trustees may in their discretion determine not inconsistent with the
provisions of this Article VII; and such contract may also provide for the
repurchase or sale of Shares of a Series or Class by such other party as
principal or as agent of the Trust and may provide that the other party may
maintain a market for shares of a Series or Class.
Section 4. Transfer Agent.
The Trustees may in their discretion from time to time enter into
transfer agency and shareholder services contracts whereby the other party
shall undertake to furnish a transfer agency and shareholder services. The
contracts shall be on such terms and conditions as the Trustees may in their
discretion determine not inconsistent with the provisions of this Declaration
of Trust or of the By-Laws. Such services may be provided by one or more
entities.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers.
Subject to the provisions set forth in Article III, Section 5(d), the
shareholders shall have power to vote, (i) for the election of Trustees as
provided in Article IV, Section 2; (ii) for the removal of Trustees as
provided in Article IV, Section 3(d); (iii) with respect to any investment
adviser or sub-investment adviser as provided in Article VII, Section 1; (iv)
with respect to the amendment of this Declaration of Trust as provided in
Article XII, Section 7; (v) 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; and (vi) with
respect to such additional matters relating to the Trust as may be required
by law, by this Declaration of Trust, or the By-Laws of the Trust or any
regulation of the Trust or the Commission or any State, or as the Trustees
may consider desirable. Each whole Share shall be entitled to one vote as to
any matter on which it is entitled to vote, and each fractional Share shall
be entitled to a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or by
proxy. Until Shares of a Series or Class are issued, the Trustees may
exercise all rights of Shareholders of such Series or Class with respect to
matters affecting such Series or Class, and may take any action with respect
to the Trust or such Series or Class required or permitted by law, this
Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.
Section 2. Meetings.
A Shareholders meeting shall be held as specified in Section 2 of
Article IV at the principal office of the Trust or such other place as the
Trustees may designate. Special meetings of the Shareholders may be called
by the Trustees or the Chief Executive Officer of the Trust and shall be
called by the Trustees upon the written request of Shareholders owning at
least one-tenth of the outstanding Shares of all Series and Classes entitled
to vote. Shareholders shall be entitled to at least fifteen days' notice of
any meeting.
Section 3. Quorum and Required Vote.
Except as otherwise provided by law, to constitute a quorum for the
transaction of any business at any meeting of Shareholders there must be
present, in person or by proxy, holders of more than fifty percent of the
total number of outstanding Shares of all Series and Classes entitled to vote
at such meeting. When any one or more Series or Classes is entitled to vote
as a single Series or Class, more than fifty percent of the shares of each
such Series or Class entitled to vote shall constitute a quorum at a
Shareholder's meeting of that Series or Class. If a quorum shall not be
present for the purpose of any vote that may properly come before the
meeting, the Shares present in person or by proxy and entitled to vote at
such meeting on such matter may, by plurality vote, adjourn the meeting from
time to time to such place and time without further notice than by
announcement to be given at the meeting until a quorum 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 or of this Declaration of Trust 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 and entitled to vote
thereon.
Section 4. Additional Provisions.
The By-Laws may include further provisions for Shareholders' votes and
meetings and related matters.
ARTICLE IX
CUSTODIAN
The Trustees may, in their discretion, from time to time enter into
contracts providing for custodial and accounting services to the Trust or any
Series or Class. The contracts shall be on the terms and conditions as the
Trustees may in their discretion determine not inconsistent with the
provisions of this Declaration of Trust or of the By-Laws. Such services may
be provided by one or more entities, including one or more sub-custodians.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a) The Trustees may from time to time declare and pay dividends to
the Shareholders of any Series or Class, and the amount of such
dividends and the payment of them shall be wholly in the discretion of
the Trustees. Such dividends may be accrued and automatically
reinvested in additional Shares (or fractions thereof) of the relevant
Series or Class or paid in cash or additional Shares of such Series or
Class, all upon such terms and conditions as the Trustees may
prescribe.
(b) The Trustees may distribute in respect of any fiscal year as
dividends and as capital gains distributions, respectively, amounts
sufficient to enable any Series or Class to qualify as a regulated
investment company to avoid any liability for federal income taxes in
respect of that year.
(c) The decision of the Trustees as to what constitutes income and
what constitutes principal shall be final, and except as specifically
provided herein the decision of the Trustees as to what expenses and
charges of any Series or Class shall be charged against principal and
what against the income shall be final. Any income not distributed in
any year may be permitted to accumulate and as long as not distributed
may be invested from time to time in the same manner as the principal
funds of any Series or Class.
(d) All dividends and distributions on Shares of a particular Series
or Class shall be distributed pro rata to the holders of that Series or
Class in proportion to the number of Shares of that Series or Class
held by such holders and recorded on the books of the Trust or its
transfer agent at the date and time of record established for that
payment.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of any Series or Class at any
time desires to dispose of Shares of such Series or Class recorded in
his name, he may deposit a written request (or such other form of
request as the Trustees may from time to time authorize) requesting
that the Trust purchase his Shares, together with such other
instruments or authorizations to effect the transfer as the Trustees
may from time to time require, at the office of the Transfer Agent, and
the Trust shall purchase his Shares out of assets belonging to such
Series or Class. The purchase price shall be the net asset value of
his shares reduced by any redemption charge as the Trustees from time
to time may determine.
Payment for such Shares shall be made by the Trust to the Shareholder
of record within that time period required under the 1940 Act after the
request (and, if required, such other instruments or authorizations of
transfer) is deposited, subject to the right of the Trustees to
postpone the date of payment pursuant to Section 4 of this Article X.
If the redemption is postponed beyond the date on which it would
normally occur by reason of a declaration by the Trustees suspending
the right of redemption pursuant to Section 4 of this Article X, the
right of the Shareholder to have his Shares purchased by the Trust
shall be similarly suspended, and he may withdraw his request (or such
other instruments or authorizations of transfer) from deposit if he so
elects; or, if he does not so elect, the purchase price shall be the
net asset value of his Shares determined next after termination of such
suspension (reduced by any redemption charge), and payment therefor
shall be made within the time period required under the 1940 Act.
(b) The Trust may purchase Shares of a Series or Class by agreement
with the owner thereof at a purchase price not exceeding the net asset
value per Share (reduced by any redemption charge) determined (1) next
after the purchase or contract of purchase is made or (2) at some later
time.
(c) The Trust may pay the purchase price (reduced by any redemption
charge) in whole or in part by a distribution in kind of securities
from the portfolio of the relevant Series or Class, taking such
securities at the same value employed in determining net asset value,
and selecting the securities in such manner as the Trustees may deem
fair and equitable.
Section 3. Net Asset Value of Shares.
The net asset value of each Share of a Series or Class outstanding
shall be determined at such time or times as may be determined by or on
behalf of the Trustees. The power and duty to determine net asset value may
be delegated by the Trustees from time to time to one or more of the Trustees
or Officers of the Trust, to the other party to any contract entered into
pursuant to Section 1 or 2 of Article VII or to the custodian or to a
transfer agent or other person designated by the Trustees.
The net asset value of each Share of a Series or Class as of any
particular time shall be the quotient (adjusted to the nearer cent) obtained
by dividing the value, as of such time, of the net assets belonging to such
Series or Class (i.e., the value of the assets belonging to such Series or
Class less the liabilities belonging to such Series or Class exclusive of
capital and surplus) by the total number of Shares outstanding of the Series
or Class at such time in accordance with the requirements of the 1940 Act and
applicable provisions of the By-Laws of the Trust in conformity with
generally accepted accounting practices and principles.
The Trustees may declare a suspension of the determination of net asset
value for the whole or any part of any period in accordance with the 1940
Act.
Section 4. Suspension of the Right of Redemption.
The Trustees may declare a suspension of the right of redemption or
postpone the date of payment for the whole or any part of any period in
accordance with the 1940 Act.
Section 5. Trust's Right to Redeem Shares.
The Trust shall have the right to cause the redemption of Shares of any
Series or Class in any Shareholder's account for their then current net asset
value and promptly make payment to the shareholder (which payment may be
reduced by any applicable redemption charge), if at any time the total
investment in the account does not have a minimum dollar value determined
from time to time by the Trustees in their sole discretion.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Personal Liability and Indemnification of
Shareholders.
The Trustees, officers, employees or agents of the Trust shall have no
power to bind any Shareholder of any Series or Class personally or to call
upon such Shareholder for the payment of any sum of money or assessment
whatsoever, other than such as the Shareholder may at any time agree to pay
by way of subscription to any Shares or otherwise.
No Shareholder or former Shareholder of any Series or Class shall be
liable solely by reason of his being or having been a Shareholder for any
debt, claim, action, demand, suit, proceeding, judgment, decree, liability or
obligation of any kind, against, or with respect to the Trust or any Series
or Class arising out of any action taken or omitted for or on behalf of the
Trust or such Series or Class, and the Trust or such Series or Class shall be
solely liable therefor and resort shall be had solely to the property of the
relevant Series or Class of the Trust for the payment or performance thereof.
Each Shareholder or former Shareholder of any Series or Class (or their
heirs, executors, administrators or other legal representatives or, in case
of a corporate entity, its corporate or general successor) shall be entitled
to be indemnified and reimbursed by the Trust to the full extent of such
liability and the costs of any litigation or other proceedings in which such
liability shall have been determined, including, without limitation, the fees
and disbursements of counsel if, contrary to the provisions hereof, such
Shareholder or former Shareholder of such Series or Class shall be held to be
personally liable. Such indemnification and reimbursement shall come
exclusively from the assets of the relevant Series or Class.
The Trust shall, upon request by a Shareholder or former Shareholder,
assume the defense of any claim made against any Shareholder for any act or
obligation of the Trust or any Series or Class and satisfy any judgment
thereon.
Section 2. Limitation of Personal Liability of Trustees,
Officers, Employees or Agents of the Trust.
No Trustee, officer, employee or agent of the Trust shall have the
power to bind any other Trustee, officer, employee or agent of the Trust
personally. The Trustees, officers, employees or agents of the Trust
incurring any debts, liabilities or obligations, or in taking or omitting any
other actions for or in connection with the Trust are, and each shall be
deemed to be, acting as Trustee, officer, employee or agent of the Trust and
not in his own individual capacity.
Trustees and officers of the Trust shall be liable for their willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee or officer, as the case may
be, and for nothing else.
Section 3. Express Exculpatory Clauses and Instruments.
The Trustees shall use every reasonable means to assure that all
persons having dealings with the Trust or any Series or Class shall be
informed that the property of the Shareholders and the Trustees, officers,
employees and agents of the Trust or any Series or Class shall not be subject
to claims against or obligations of the Trust or any other Series or Class to
any extent whatsoever. The Trustees shall cause to be inserted in any
written agreement, undertaking or obligation made or issued on behalf of the
Trust or any Series or Class (including certificates for Shares of any Series
or Class) an appropriate reference to the provisions of this Declaration,
providing that neither the Shareholders, the Trustees, the officers, the
employees nor any agent of the Trust or any Series or Class shall be liable
thereunder, and that the other parties to such instrument shall look solely
to the assets belonging to the relevant Series or Class for the payment of
any claim thereunder or for the performance thereof; but the omission of such
provisions from any such instrument shall not render any Shareholder,
Trustee, officer, employee or agent liable, nor shall the Trustee, or any
officer, agent or employee of the Trust or any Series or Class be liable to
anyone for such omission. If, notwithstanding this provision, any
Shareholder, Trustee, officer, employee or agent shall be held liable to any
other person by reason of the omission of such provision from any such
agreement, undertaking or obligation, the Shareholder, Trustee, officer,
employee or agent shall be indemnified and reimbursed by the Trust.
ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership.
It is hereby expressly declared that a trust and not a partnership is
created hereby.
Section 2. Trustee Action Binding, Expert Advice, No Bond or Surety.
The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. Subject to the provisions of
Article XI, the Trustees shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Declaration of
Trust, and subject to the provisions of Article XI, shall be under no
liability for any act or omission in accordance with such advice or for
failing to follow such advice. The Trustees shall not be required to give
any bond as such, nor any surety if a bond is required.
Section 3. Establishment of Record Dates.
The Trustees may close the Share transfer books of the Trust maintained
with respect to any Series or Class for a period not exceeding sixty (60)
days preceding the date of any meeting of Shareholders of the Trust or any
Series or Class, or the date for the payment of any dividend or the making of
any distribution to Shareholders, or the date for the allotment of rights, or
the date when any change or conversion or exchange of Shares of any Series or
Class shall go into effect; or in lieu of closing the Share transfer books as
aforesaid, the Trustees may fix in advance a date, not exceeding sixty (60)
days preceding the date of any meeting of Shareholders of the Trust or any
Series or Class, or the date for the payment of any dividend or the making of
any distribution to Shareholders of any Series or Class, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
Shares of any Series or Class shall go into effect, or the last day on which
the consent or dissent of Shareholders of any Series or Class may be
effectively expressed for any purpose, as a record date for the determination
of the Shareholders entitled to notice of, and, to vote at, any such meeting
and any adjournment thereof, or entitled to receive payment of any such
dividend or distribution, or to any such allotment of rights, or to exercise
the rights in respect of any such change, conversion or exchange of shares,
or to exercise the right to give such consent or dissent, and in such case
such Shareholders and only such Shareholders as shall be Shareholders of
record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting, or to receive payment of such dividend or distribution, or
to receive such allotment or rights, or to exercise such rights, as the case
may be, notwithstanding, after such date fixed aforesaid, any transfer of any
Shares on the books of the Trust maintained with respect to any Series or
Class. Nothing in the foregoing sentence shall be construed as precluding
the Trustees from setting different record dates for different Series or
Classes.
Section 4. Termination of Trust.
(a) This Trust shall continue without limitation of time but subject
to the provisions of paragraphs (b), (c) and (d) of this Section 4.
(b) The Trustees, with the approval of a Majority Shareholder Vote of
each Series or Class, may, sell and convey the assets of the Trust, or
a Class or Series of the Trust, to another trust or corporation
organized under the laws of any State of the United States, which is a
diversified open-end management investment company as defined in the
1940 Act, for an adequate consideration which may include the
assumption of all outstanding obligations, taxes and other liabilities,
accrued or contingent, of the Trust, of each Class or Series of the
Trust, and which may include shares of beneficial interest or stock of
such trust or corporation. Upon making provision for the payment of
all liabilities, by assumption or otherwise, the Trustees shall
distribute the remaining proceeds belonging to each Series or Class
ratably among the holders of the Shares of that Series or Class of the
Trust, then outstanding. For the purposes of this provision, a
"Majority Shareholder Vote" means the affirmative vote of the lesser
of: (a) more than 50% of the outstanding voting securities entitled to
vote upon the matter, or (b) 67% or more of the voting securities
present at the meeting if the holders of 50% or more of the outstanding
voting securities entitled to vote on the matter are present at the
meeting in person or by proxy.
(c) The Trustees may at any time sell and convert into money all the
assets of the Trust or any Series or Class, without shareholder
approval, unless otherwise required by applicable law. Upon making
provision for the payment of all outstanding obligations, taxes and
other liabilities, accrued or contingent, belonging to each Series or
Class, the Trustees shall distribute the remaining assets belonging to
each Series or Class ratably among the holders of the outstanding
Shares of that Series or Class.
(d) Upon completion of the distribution of the remaining proceeds of
the remaining assets as provided in paragraphs (b) and (c), the Trust
or the applicable Series or Class shall terminate and the Trustees
shall be discharged of any and all further liabilities and duties
hereunder or with respect thereto and the right, title and interest of
all parties shall be canceled and discharged.
Section 5. Offices of the Trust, Filing of Copies,
Headings, Counterparts.
The Trust shall maintain a usual place of business in Massachusetts,
which shall be determined by the Trustees, and shall continue to maintain an
office at such address unless changed by the Trustees to another location in
Massachusetts. The Trust may maintain other offices as the Trustees may from
time to time determine. The original or a copy of this instrument and of
each declaration of trust supplemental hereto shall be kept at the office of
the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each supplemental declaration of trust shall be filed by
the Trustees with the Massachusetts Secretary of State and the Boston City
Clerk, as well as any other governmental office where such filing may from
time to time be required. Headings are placed herein for convenience of
reference only and in case of any conflict, the text of this instrument,
rather than the headings shall control. This instrument may be executed in
any number of counterparts each of which shall be deemed an original.
Section 6. Applicable Law.
The Trust set forth in this instrument is created under and is to be
governed by and construed and administered according to the laws of The
Commonwealth of Massachusetts. The Trust shall be of the type commonly
called a Massachusetts business trust, and without limiting the provisions
hereof, the Trust may exercise all powers which are ordinarily exercised by
such a trust.
Section 7. Amendments -- General.
Prior to the initial issuance of Shares pursuant to Section 3 of
Article III, a majority of the Trustees then in office may amend or otherwise
supplement this instrument by making a Declaration of Trust supplemental
hereto, which thereafter shall form a part hereof. Subsequent to such
initial issuance of Shares, amendments or supplements to this instrument may
be authorized by a majority of the Trustees then in office and by the holders
of a majority of the Shares of all Series and classes then outstanding and
entitled to vote thereon (except that any amendments or supplements changing
the name of the Trust or pursuant to Section 8 hereunder may be made without
shareholder approval), or by any larger vote which may be required by
applicable law or this Declaration of Trust in any particular case, which
amendment or supplement thereafter shall form a part hereof. Any such
amendment or supplement (which may be in the form of a complete restatement)
may be evidenced by either (i) a supplemental Declaration of Trust signed by
at least a majority of the Trustees then in office or (ii) by a certificate
of the President and Secretary of the Trust setting forth such amendment or
supplement and certifying that such amendment or supplement has been duly
authorized by the Trustees, and if required, by the shareholders. Copies of
the supplemental Declaration of Trust or the certificate of the President and
Secretary, as the case may be, shall be filed as specified in Section 5 of
this Article XII.
Section 8. Amendments -- Series.
The establishment and designation of any series or class of Shares in
addition to those established and designated in Section 5 of Article III
hereof shall be effective upon the execution by a majority of the then
Trustees of an amendment to this Declaration of Trust, taking the form of a
complete restatement or otherwise, setting forth such establishment and
designation and the relative rights and preferences of any such Series or
Class, or as otherwise provided in such instrument.
Without limiting the generality of the foregoing, the Declaration of
the Trust may be amended to:
(a) create one or more Series or Classes of Shares (in addition to any
Series or Classes already existing or otherwise) with such rights and
preferences and such eligibility requirements for investment therein as the
Trustees shall determine and reclassify any or all outstanding Shares as
Shares of particular Series or Classes in accordance with such eligibility
requirements;
(b) combine two or more Series or Classes of Shares into a single
Series or Class on such terms and conditions as the Trustees shall determine;
(c) change or eliminate any eligibility requirements for investment in
Shares of any Series or Class, including without limitation the power to
provide for the issue of Shares of any Series or Class in connection with any
merger or consolidation of the Trust with another trust or company or any
acquisition by the Trust of part or all of the assets of another trust or
company;
(d) change the designation of any Series or Class of Shares;
(e) change the method of allocating dividends among the various Series
and Classes of Shares;
(f) allocate any specific assets or liabilities of the Trust or any
specific items of income or expense of the Trust to one or more Series and
Classes of Shares;
(g) specifically allocate assets to any or all Series or Classes of
Shares or create one or more additional Series or Classes of Shares which are
preferred over all other Series or Classes of Shares in respect of assets
specifically allocated thereto or any dividends paid by the Trust with
respect to any net income, however determined, earned from the investment and
reinvestment of any assets so allocated or otherwise and provide for any
special voting or other rights with respect to such Series or Classes.
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 or Classes any right to the use
of the name "FirstMerit"."
IN WITNESS WHEREOF, the undersigned have executed this instrument the
day and year first above written."
/s/ John F. Donahue /s/ Lawrence D. Ellis, M.D.
John F. Donahue Lawrence D. Ellis, M.D.
/s/ Thomas G. Bigley /s/ Peter E. Madden
Thomas G. Bigley Peter E. Madden
/s/ John T. Conroy, Jr. /s/ Charles F. Mansfield, Jr.
John T. Conroy, Jr. Charles F. Mansfield, Jr.
/s/ Nicholas P. Constantakis /s/ John E. Murray, Jr.
Nicholas P. Constantakis John E. Murray, Jr.
/s/ John F. Cunningham /s/ Marjorie P. Smuts
John F. Cunningham Marjorie P. Smuts
/s/ J. Christopher Donahue /s/ John S. Walsh
J. Christopher Donahue John S. Walsh
