ITEM 77.Q.1(a)
RESTATEMENT AND AMENDMENT #6
TO THE
DECLARATION OF TRUST
Federated Managed Allocation Portfolios
(formerly: Managed Series Trust)
Dated May 19, 2000
This AMENDMENT AND RESTATEMENT, dated May 19, 2000, by the
undersigned, and by the holders of shares of beneficial interest
to be issued hereunder as hereinafter provided. 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 Federated Managed
Allocation Portfolios, and the Trustees may conduct the business
of the Trust under that name or any other name as they may
determine from time to time.
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 the Massachusetts Business Trust
established by this Declaration of Trust, as amended from time
to time, inclusive of each and every Series and Class
established hereunder;
(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) "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;
(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; and
(j) "By-Laws" shall mean the By-Laws of the Trust as amended
from time to time.
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to operate as an investment
company, and 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, and other property.
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 one 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 one 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 Shares of 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 or
redemptions from the Trust, and upon reinvestments in Shares of
dividends and capital gains.
Section 4. No Pre-emptive Right; Action by Shareholder.
Shareholders shall have no pre-emptive or other right to
subscribe to any additional Shares or other securities issued
by the Trust. No action may be brought by a Shareholder on
behalf of the Trust unless a prior demand regarding such matter
has been made on the Trustees and Shareholders of 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 Series and
Classes of the Trust shall be and are established and designated
as:
Federated Managed Growth Portfolio
Institutional Shares
Select Shares
Federated Managed Conservative Growth Portfolio
Institutional Shares
Select Shares
Federated Managed Moderate Growth Portfolio
Institutional Shares
Select Shares
Federated Managed Income Portfolio
Institutional Shares
Select Shares
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 of Trust, 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 of Trust, 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
materially differently or as otherwise required by applicable
law, 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. The Trustees shall
have the authority, without the approval of Shareholders of
any Series or Class, unless otherwise required by applicable
law, to 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 by Shareholders.
Unless otherwise required by the 1940 Act, Massachusetts
law or any court or regulatory body of competent jurisdiction,
or unless the Trustees determine otherwise, a Trustee shall be
elected by the Trustees, and Shareholders shall have no right
to elect Trustees.
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. Any removals shall be effective as
to the Trust and each Series and Class hereunder.
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. 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
and other property, 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, including the investment adviser of the
Trust, 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 or other property;
(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
business trusts 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;
(p) 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;
(q) 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 or incurred by him in any such capacity
or arising out of his status as such;
(r) 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;
(s) To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and
carry out pension, profit-sharing, share bonus, share purchase,
deferred compensation, savings, thrift and other retirement,
incentive and benefit plans, including the purchase of life
insurance and annuity contracts as a means of providing such
retirement and other benefits, for any or all of the Trustees,
officers, employees and agents of the Trust;
(t) To establish any retirement policies for Trustees
including, for example, a mandatory retirement age; and
(u) To establish an Emeritus status for Trustees, and
procedures by which Trustees achieve Emeritus status, as
well as provide for compensation for a Trustee Emeritus at a
rate that may be determined by approval of a majority of
Trustees.
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.
Unless otherwise required by the 1940 Act, Massachusetts law,
or any court of competent jurisdiction, and except as
otherwise provided herein or from time to time in the By-Laws,
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), within or without Massachusetts,
including any meeting held by means of a conference telephone
or other communications equipment by means of which all persons
participating in the meeting can communicate with each other at
the same time, and participation by such means shall constitute
presence in person at a meeting, or by written consent of a
majority of Trustees then in office.
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, employee 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, employee 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, partnership, 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, partner, 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, partnership, 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
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 redemptions 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, employees,
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, partnership,
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 to the extent such vote is required by law, 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 to the extent such vote
is required by law, 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, employee 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 transfer
agency or 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 one-half 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
one-half of the Shares of each such Series or Class entitled
to vote shall constitute a quorum at a Shareholders' 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. Action by Written Consent.
Subject to the provisions of the 1940 Act and other applicable
law, any action taken by Shareholders may be taken without a
meeting if a majority of Shareholders entitled to vote on the
matter (or such larger proportion thereof as shall be required
by applicable law or by any express provisions of this
Declaration of Trust or the By-Laws) consents to the action
in writing. Such consents shall be treated for all purposes
as a vote taken at a meeting of Shareholders.
Section 5. 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. The frequency of
dividends and distributions to Shareholders may be determined by
the Trustees pursuant to a standing resolution, or otherwise.
Such dividends may be accrued and automatically reinvested in
additional Shares (or fractions thereof) of the relevant Series
or Class or another Series or Class, or paid in cash or
additional Shares of the relevant 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 and to avoid any
liability for federal income or excise 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, or as otherwise
provided by the Trustees, 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 or deferred sales 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 received, 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 or deferred sales 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 or deferred sales 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 or deferred sales 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 or deferred sales 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 for 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 therefore 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 corporation or other entity,
its corporate or other general successor) shall be entitled to
be held harmless from and indemnified against 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 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 and
Indemnification 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 in 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.
Each person who is or was a Trustee, officer, employee or
agent of the Trust shall be entitled to indemnification out of
the assets of the Trust (or of any Series or Class) to the
extent provided in, and subject to the provisions of, the By-
Laws, provided that no indemnification shall be granted in a
contravention of the 1940 Act.
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 of Trust,
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 ninety (90) 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 the
last day on which the consent or dissent of Shareholders of
any Series or Class may be effectively expressed for any
purpose; or in lieu of closing the Share transfer books as
aforesaid, the Trustees may fix in advance a date, not
exceeding ninety (90) days preceding the date of any meeting
of Shareholders 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 change,
convert or exchange shares of any Series or Class, 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
change, convert or exchange Shares of any Series or Class 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 such liabilities, by such 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.
(b) 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.
(c) Upon completion of the distribution of the remaining
proceeds of the remaining assets as provided in paragraphs
(c) 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 a Majority Shareholder Vote of all Series and Classes
entitled to vote thereon (except that any amendments or
supplements changing the name of the Trust, or any Series or
Class, or pursuant to Section 8 of this Article XII, Section 4
(d) of this Article XII, or any action of the Trustees taken
to supply any omission or to cure any ambiguous, defective or
inconsistent provision of this Declaration of Trust, or as
provided otherwise by this Declaration of Trust or applicable
law) 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 and Classes.
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, without the need
for Shareholder approval, 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, without the need for Shareholder
approval, 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;
(d) change the method of allocating dividends among the
various Series and Classes of Shares;
(e) 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; and
(f) 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 Federated Investors has reserved
the right to grant the non-exclusive use of the name
"Federated" 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 "Federated".
IN WITNESS WHEREOF, the undersigned have executed this
instrument as of 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
Current as of: 8/18/94
