-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KJWmBQ/dIJFqdxDfcFL9sFJnrRif6+QxVL1ue236qfMR2TnCxyIVXny/ICbzo1mR GU1+e3acoM84vQSC7zM6yA== 0000809708-02-000021.txt : 20021028 0000809708-02-000021.hdr.sgml : 20021028 20021028161607 ACCESSION NUMBER: 0000809708-02-000021 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20021028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLETON EMERGING MARKETS FUND INC CENTRAL INDEX KEY: 0000809708 IRS NUMBER: 592767040 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-09395 FILM NUMBER: 02800076 BUSINESS ADDRESS: STREET 1: 500 E BROWARD BLVD CITY: FORT LAUDERDALE STATE: FL ZIP: 33394 BUSINESS PHONE: 8138238712 MAIL ADDRESS: STREET 1: 500 E BROWARD BLVD CITY: FT LAUDERDALE STATE: FL ZIP: 33394 8-A12B 1 emf-8a.txt EMF FORM 8-A FORM 8-A ------------------------------------------------------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------------------------------------ FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 TEMPLETON EMERGING MARKETS FUND ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) DELAWARE 59-2767040 - ---------------------------- --------------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 500 East Broward Boulevard, Suite 2100 Fort Lauderdale, Florida 33394-3091 - ----------------------------------------- ---------------- (Address of Principal (Zip Code) Executive Offices) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which each class is to be to be so registered registered ------------------------------ ------------------------------ Shares of beneficial interest, New York Stock Exchange, Inc. without par value Pacific Exchange, Inc. If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ X ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: Not applicable. Securities to be registered pursuant to Section 12(g) of the Act: None ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The following is a brief outline description of the securities and related rights, privileges and features of Templeton Emerging Markets Fund (the "Registrant"). The title of the capital stock to be registered is shares of beneficial interest, without par value (the "Shares"). The Registrant is a Delaware statutory trust (formerly referred to as a Delaware business trust) and the number of Shares that is authorized is unlimited. The Board of Trustees, on behalf of the Registrant, may acquire and hold as treasury shares, reissue for such consideration and on such terms as it may determine, or cancel, at its discretion from time to time, any outstanding Shares reacquired by the Registrant. Shareholders of the Registrant ("Shareholders") are entitled to receive dividends and distributions, when, if and as declared by the Board of Trustees of the Registrant. Dividends may be paid in cash or in kind. No outstanding Share shall have any priority or preference over any other outstanding Share with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Registrant. Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued Shares or other securities issued by the Registrant. The Board of Trustees may from time to time divide or combine the outstanding Shares into a greater or lesser number of outstanding Shares. Any such division or combination may not materially change the proportionate beneficial interest of Shareholders at the time of such division or combination or materially affect the rights of Shareholders. Voting Rights. Subject to any provision of the Registrant's Agreement and Declaration of Trust ("Declaration of Trust") and By-Laws or applicable law that requires a different vote: (1) in all matters other than the election of Trustees, the affirmative vote at a Shareholders' meeting at which a quorum is present (a) of 67% or more of the voting securities present in person or represented by proxy at such meeting, if the holders of more than 50% of the outstanding voting securities of the Registrant are present or represented by proxy; or (b) of more than 50% of the outstanding voting securities of the Registrant, whichever is the less, is the act of the Shareholders ("Shareholders' Majority Vote"); and (2) Trustees are elected by not less than a plurality of the votes cast of the holders of outstanding Shares entitled to vote present in person or represented by proxy at a Shareholders' meeting at which a quorum is present. A majority of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, constitutes a quorum, except when a larger quorum is required by applicable law or the requirements of any securities exchange on which outstanding Shares are listed for trading. Shareholders are not entitled to cumulative voting in the election of Trustees or on any other matter. Subject to certain provisions contained in the Declaration of Trust, the following actions require the approval of the Board of Trustees and the affirmative vote of the holders of 75% of the outstanding Shares entitled to vote to approve, adopt or authorize such action, unless such action has been previously approved, adopted or authorized by the affirmative vote of 66 2/3% of the Board of Trustees, in which case the Shareholder vote set forth in (1) above is required: (x) any of the following extraordinary transactions with respect to the Registrant: dissolution, merger, consolidation, conversion, or reorganization; or (y) a reclassification of the Registrant from a closed-end investment company to an open-end investment company. An amendment of the provisions of the Declaration of Trust regarding (i) number, classification, election, term, removal, resignation, powers, action by written consent, quorum for meetings and required vote of the Board of Trustees, (ii) Shareholders' voting powers, quorum for meetings, required vote and action by written consent, (iii) limitations on liabilities and indemnification of Trustees, officers, employees and other agents of the Registrant and shareholder derivative actions, (iv) extraordinary transactions referenced in (x) above and the reclassifications referenced in (y) above, and (v) amendment of the Registrant's Declaration of Trust, require the approval of the Board of Trustees and the affirmative vote of the holders of 66 2/3% of the outstanding Shares entitled to vote, unless such action has previously been approved, adopted or authorized by the affirmative vote of 66 2/3% of the Board of Trustees, in which case a Shareholder Majority Vote shall be required. Certain provisions of the Declaration of Trust and By-Laws of the Registrant may be amended, and other actions may be taken, that could effect a modification in the rights of Shareholders otherwise than by a vote of a majority or more of the Shares of the Registrant outstanding, voting as a class. The provisions regarding voting described above with respect to which action may be taken by the affirmative vote of 67% or more of the voting securities present in person or represented by proxy at a Shareholders' meeting, if the holders of more than 50% of the outstanding voting securities of the Registrant are present or represented by proxy, permit actions, including actions that may modify the rights of Shareholders, to be taken otherwise than by a vote of a majority or more of the shares of the Registrant outstanding, voting as a class. Also, subject to the provisions described herein, the Registrant's Declaration of Trust may be restated and/or amended at any time by the Board of Trustees, without approval of the Shareholders, with respect to, but not limited to, the following provisions: (a) provisions of the Declaration of Trust related to the shares of beneficial interest of the Registrant, including authorization of such Shares, issuance and sale of such Shares, repurchase of outstanding Shares, transferability of outstanding Shares, dividends and distributions to Shareholders, preemptive rights, divisions or recombinations of outstanding Shares, the status of outstanding Shares and limitations of personal liability of Shareholders, (b) elections regarding the tax status of Registrant, (c) the creation and designation of series and classes of shares of beneficial interest, and (d) indemnification of Shareholders. The By-Laws of the Registrant may be amended, restated or repealed or new By-Laws may be adopted by: (1) a Shareholder Majority Vote; or (2) the affirmative vote of not less than a majority of the Trustees present at a meeting of the Board of Trustees at which a quorum is present. The Declaration of Trust and By-Laws may also be amended or replaced pursuant to any agreement of merger or consolidation, without a Shareholder vote, if the merger or consolidation complies with the terms and conditions of Article VIII, Section 3(a) of the Declaration of Trust and Title 12, Section 3815(f) of the Delaware Code, as amended. The voting provisions described above regarding the following extraordinary transactions with respect to the Registrant: a dissolution, merger, consolidation, conversion, or reorganization, would have the effect of delaying, deferring or preventing a change in control of the Registrant unless such transaction has been previously approved, adopted or authorized by the affirmative vote of 66 2/3% of the Board of Trustees. In addition, the classification of the Board of Trustees, as described below, would also have the effect of delaying, deferring or preventing a change in control of the Registrant. Classification of Board. The Declaration of Trust provides that the Board of Trustees will be divided into three classes, with the term of office of one class expiring each year. Trustees of the first class will be elected to hold office for a term expiring at the next succeeding annual meeting at the time such Trustees' successors are elected; Trustees of the second class will be elected to hold office for a term expiring at the second succeeding annual meeting at the time such Trustees' successors are elected; and Trustees of the third class will be elected to hold office for a term expiring at the third succeeding annual meeting at the time such Trustees' successors are elected. Thereafter, at each annual meeting of Shareholders, the successors to the class of Trustees whose term will then expire will be elected to hold office for a term expiring at the third succeeding annual meeting. Repurchases of Shares With Shareholder Consent. The Registrant may repurchase outstanding Shares on the open market or such outstanding Shares as are tendered by any Shareholder for repurchase pursuant to a repurchase offer or tender offer, if any, made by the Registrant periodically or from time to time. The repurchase price may in any case or cases be paid wholly or partly in kind if the Board of Trustees determines that such payment is advisable in the interest of the remaining Shareholders. Repurchase of Shares Without Shareholder Consent. The Registrant has the right at its option and at any time, subject to applicable law, to repurchase outstanding Shares of any Shareholder at a price that is in accordance with the terms of the Declaration of Trust, the By-Laws and other applicable law: (a) if at such time, the Shareholder owns outstanding Shares having an aggregate net asset value of less than an amount determined from time to time by the Trustees; or (b) to the extent that the Shareholder owns outstanding Shares equal to or in excess of a percentage of the outstanding Shares determined from time to time by the Trustees. Transfer of Shares. Outstanding Shares are transferable only on the record books of the Registrant by the person in whose name such Shares are registered, or by his or her duly authorized attorney-in-fact or representative. The Registrant, its transfer agent or other duly authorized agents may refuse any requested transfer of outstanding Shares, or request additional evidence of authority, in the Registrant's, transfer agent's or other duly authorized agent's sole discretion. ITEM 2. EXHIBITS Exhibit No. Exhibit - ------------- ------------ 1. Certificate of Trust 2. Agreement and Declaration of Trust 3. By-Laws SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. TEMPLETON EMERGING MARKETS FUND ------------------------------- (Registrant) Date October 25, 2002 By/s/BARBARA J. GREEN ------------------------------------ Name: Barbara J. Green Title: Vice President and Secretary EX-99.2.1 3 certoftr.txt CERTIFICATE OF TRUST CERTIFICATE OF TRUST OF TEMPLETON EMERGING MARKETS FUND This Certificate of Trust of Templeton Emerging Markets Fund, a business trust (the "Trust"), executed by the undersigned trustees, and filed under and in accordance with the provisions of the Delaware Business Trust Act (12 DEL. C.ss.3801 et seq.) (the "Act"), sets forth the following: FIRST: The name of the business trust formed hereby is Templeton Emerging Markets Fund. SECOND: The address of the registered office of the Trust in the State of Delaware is 919 North Market Street, Suite 600, Wilmington, Delaware 19801. The name of the Trust's registered agent at such address is SR Services, LLC. THIRD: The Trust formed hereby is or will become an investment company registered under the Investment Company Act of 1940, as amended (15 U.S.C.ss.ss.80a-1 et seq.). IN WITNESS WHEREOF, the undersigned, being all of the trustees of the Trust, have duly executed this Certificate of Trust as of the 21st day of February 2002. /s/CHARLES B. JOHNSON /s/ANDREW H. HINES, JR. - ---------------------------- ------------------------------------ Charles B. Johnson Andrew H. Hines, Jr. /s/HARRIS J. ASHTON /s/EDITH E. HOLIDAY - ---------------------------- ------------------------------------ Harris J. Ashton Edith E. Holiday /s/NICHOLAS F. BRADY /s/BETTY P. KRAHMER - ---------------------------- ------------------------------------ Nicholas F. Brady Betty P. Krahmer /s/FRANK J. CROTHERS /s/GORDON S. MACKLIN - ---------------------------- ------------------------------------ Frank J. Crothers Gordon S. Macklin /s/HARMON E. BURNS /s/FRED R. MILLSAPS - ---------------------------- ------------------------------------ Harmon E. Burns Fred R. Millsaps /s/S. JOSEPH FORTUNATO /s/CONSTANTINE D. TSERETOPOULOS - ---------------------------- ------------------------------------ S. Joseph Fortunato Constantine D. Tseretopoulos EX-99.2.2 4 dectrust.txt AGREEMENT AND DECLARATION OF TRUST AGREEMENT AND DECLARATION OF TRUST OF TEMPLETON EMERGING MARKETS FUND A DELAWARE BUSINESS TRUST TABLE OF CONTENTS PAGE ARTICLE I. NAME; OFFICES; REGISTERED AGENT; DEFINITIONS..................1 SECTION 1. NAME..........................................................1 SECTION 2. OFFICES OF THE TRUST..........................................1 SECTION 3. REGISTERED AGENT AND REGISTERED OFFICE........................1 SECTION 4. DEFINITIONS...................................................1 ARTICLE II. PURPOSE OF TRUST..............................................3 ARTICLE III. SHARES........................................................5 SECTION 1. DIVISION OF BENEFICIAL INTEREST...............................5 SECTION 2. SALE OF SHARES................................................6 SECTION 3. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY.........6 SECTION 4. POWER OF BOARD OF TRUSTEES TO MAKE TAX STATUS ELECTION........7 SECTION 5. SERIES AND CLASSES............................................7 SECTION 6. INDEMNIFICATION OF SHAREHOLDERS...............................7 ARTICLE IV. THE BOARD OF TRUSTEES.........................................7 SECTION 1. NUMBER, CLASSES AND ELECTION, TERM, REMOVAL AND RESIGNATION...7 SECTION 2. TRUSTEE ACTION BY WRITTEN CONSENT WITHOUT A MEETING...........8 SECTION 3. POWERS; OTHER BUSINESS INTERESTS; QUORUM AND REQUIRED VOTE....8 (a) Powers....................................................8 (b) Other Business Interests..................................9 (c) Quorum and Required Vote.................................10 SECTION 4. PAYMENT OF EXPENSES BY THE TRUST.............................10 SECTION 5. PAYMENT OF EXPENSES BY SHAREHOLDERS..........................10 SECTION 6. OWNERSHIP OF TRUST PROPERTY..................................10 SECTION 7. SERVICE CONTRACTS............................................10 ARTICLE V. SHAREHOLDERS' VOTING POWERS AND MEETINGS.....................12 SECTION 1. VOTING POWERS................................................12 SECTION 2. QUORUM AND REQUIRED VOTE.....................................12 SECTION 3. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING......12 SECTION 4. RECORD DATES.................................................13 SECTION 5. ADDITIONAL PROVISIONS........................................13 ARTICLE VI. NET ASSET VALUE; DISTRIBUTIONS; REPURCHASES; TRANSFERS.......14 SECTION 1. DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS..............................................14 SECTION 2. REPURCHASE OF SHARES WITH SHAREHOLDER CONSENT................14 SECTION 3. REPURCHASE OF SHARES WITHOUT SHAREHOLDER CONSENT.............15 SECTION 4. TRANSFER OF SHARES...........................................15 ARTICLE VII. LIMITATION OF LIABILITY AND INDEMNIFICATION OF AGENT.........15 SECTION 1. LIMITATION OF LIABILITY......................................15 SECTION 2. INDEMNIFICATION..............................................16 (a) Indemnification by Trust.................................16 (b) Exclusion of Indemnification.............................16 (c) Required Approval........................................17 (d) Advancement of Expenses..................................17 (e) Other Contractual Rights.................................17 (f) Fiduciaries of Employee Benefit Plan.....................17 SECTION 3. INSURANCE....................................................17 SECTION 4. DERIVATIVE ACTIONS...........................................17 ARTICLE VIII. APPROVAL OF CERTAIN TRANSACTIONS.............................18 SECTION 1. VOTE REQUIRED................................................18 SECTION 2. DISSOLUTION..................................................18 SECTION 3. MERGER OR CONSOLIDATION; CONVERSION; REORGANIZATION..........18 (a) Merger or Consolidation..................................18 (b) Conversion...............................................19 (c) Reorganization...........................................19 SECTION 4. RECLASSIFICATION OF THE TRUST................................20 ARTICLE IX. AMENDMENTS...................................................20 SECTION 1. AMENDMENTS GENERALLY.........................................20 SECTION 2. SPECIAL AMENDMENTS...........................................20 ARTICLE X. MISCELLANEOUS................................................20 SECTION 1. REFERENCES; HEADINGS; COUNTERPARTS...........................20 SECTION 2. APPLICABLE LAW...............................................21 SECTION 3. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS...............21 SECTION 4. BUSINESS TRUST ONLY..........................................21 SECTION 5. USE OF THE NAMES "FRANKLIN" OR "TEMPLETON"...................21 AGREEMENT AND DECLARATION OF TRUST OF TEMPLETON EMERGING MARKETS FUND AGREEMENT AND DECLARATION OF TRUST made as of this 21st day of February, 2002, by the Trustees hereunder, and by the holders of Shares to be issued by the Trust hereunder as hereinafter provided. WITNESSETH: WHEREAS this Trust is being formed to carry on the business of a closed-end management investment company as defined in the 1940 Act; and WHEREAS the Trustees have agreed to manage all property coming into their hands as trustees of a Delaware business trust in accordance with the provisions of the Delaware Business Trust Act, as amended from time to time, and the provisions hereinafter set forth; NOW, THEREFORE, the Trustees hereby declare that they will hold all cash, securities and other assets that they may from time to time acquire in any manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the following terms and conditions for the benefit of the holders from time to time of Shares created hereunder as hereinafter set forth. ARTICLE I. NAME; OFFICES; REGISTERED AGENT; DEFINITIONS Section 1. NAME. This Trust shall be known as "Templeton Emerging Markets Fund" and the Board of Trustees shall conduct the business of the Trust under that name, or any other name as it may from time to time designate. Section 2.OFFICES OF THE TRUST. The Board may at any time establish offices of the Trust at any place or places where the Trust intends to do business. Section 3. REGISTERED AGENT AND REGISTERED OFFICE. The name of the registered agent of the Trust and the address of the registered office of the Trust are as set forth in the Trust's Certificate of Trust. Section 4. DEFINITIONS. Whenever used herein, unless otherwise required by the context or specifically provided: (a) "1940 ACT" shall mean the Investment Company Act of 1940 and the rules and regulations thereunder, all as adopted or amended from time to time; (b) "AFFILIATE" shall have the same meaning as "affiliated person" as such term is defined in the 1940 Act when used with reference to a specified Person, as defined below. (c) "BOARD OF TRUSTEES" shall mean the governing body of the Trust, that is comprised of the number of Trustees of the Trust fixed from time to time pursuant to Article IV hereof, having the powers and duties set forth herein; (d) "BY-LAWS" shall mean By-Laws of the Trust, as amended or restated from time to time in accordance with Article VIII therein. Such By-Laws may contain any provision not inconsistent with applicable law or this Declaration of Trust, relating to the governance of the Trust; (e) "CERTIFICATE OF TRUST" shall mean the certificate of trust of the Trust to be filed with the office of the Secretary of State of the State of Delaware as required under the Delaware Business Trust Act, as amended from time to time, to form the Trust, as such certificate shall be amended or restated from time to time and filed with such office; (f) "CODE" shall mean the Internal Revenue Code of 1986 and the rules and regulations thereunder, all as adopted or amended from time to time; (g) "COMMISSION" shall have the meaning given that term in the 1940 Act; (h) "DBTA" shall mean the Delaware Business Trust Act (12 DEL. C.ss.3801, ET SEQ.), as amended from time to time; (i) "DECLARATION OF TRUST" shall mean this Agreement and Declaration of Trust, as amended or restated from time to time; (j) "INTERESTED PERSON" shall have the meaning given that term in the 1940 Act; (k) "INVESTMENT ADVISER" or "ADVISER" shall mean a Person, as defined below, furnishing services to the Trust pursuant to any investment advisory or investment management contract described in Article IV, Section 7(a) hereof; (l) "NATIONAL FINANCIAL EMERGENCY" shall mean the whole or any part of any period during (i) which an emergency exists as a result of which disposal by the Trust of securities or other assets owned by the Trust is not reasonably practicable; (ii) which it is not reasonably practicable for the Trust fairly to determine the net asset value of its assets; or (iii) such other period as the Commission may by order permit for the protection of investors; (m) "PERSON" shall mean a natural person, partnership, limited partnership, trust, estate, association, corporation, organization, custodian, nominee or any other individual or entity in its own or any representative capacity; (n) "PRINCIPAL UNDERWRITER" shall have the meaning given that term in the 1940 Act; (o) "SHARES" shall mean the outstanding shares of beneficial interest into which the beneficial interest in the Trust shall be divided from time to time, and shall include fractional and whole shares; (p) "SHAREHOLDER" shall mean a record owner of Shares pursuant to the By-Laws; (q) "TRUST" shall mean the Delaware business trust formed pursuant to this Declaration of Trust and the filing of the Certificate of Trust with the office of the Secretary of State of the State of Delaware; (r) "TRUST PROPERTY" shall mean any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust, including, without limitation, the rights referenced in Article X, Section 5 hereof; (s) "TRUSTEE" or "TRUSTEES" shall mean each Person that signs this Declaration of Trust as a trustee, so long as such signatory continues in office in accordance with the terms hereof, and all other Persons who may, from time to time, be duly elected or appointed, qualified and serving on the Board of Trustees in accordance with the provisions hereof and the By-Laws. Reference herein to a Trustee or the Trustees shall refer to such Person or Persons in such Person's or Persons' capacity as a trustee or trustees hereunder and under the By-Laws; and (t) "VOTE OF A MAJORITY OF THE OUTSTANDING VOTING SECURITIES" shall have the meaning provided under Subsection 2(a)(42) of the 1940 Act or any successor provision thereof, which Subsection, as of the date hereof, is as follows: the vote, at a meeting of the Shareholders, (i) of sixty-seven percent (67%) or more of the voting securities present in person or represented by proxy at such meeting, if the holders of more than fifty percent (50%) of the outstanding voting securities of the Trust are present or represented by proxy; or (ii) of more than fifty percent (50%) of the outstanding voting securities of the Trust, whichever is the less. ARTICLE II. PURPOSE OF TRUST The purpose of the Trust is to conduct, operate and carry on the business of a management investment company registered under the 1940 Act, investing primarily in securities and other financial instruments or property, and to exercise all of the powers granted to a business trust formed under the DBTA, including, without limitation, the following powers: (a) To hold, invest and reinvest its funds, and in connection therewith to hold part or all of its funds in cash, and to purchase, subscribe for or otherwise acquire, hold for investment or otherwise, to trade and deal in, write, sell, assign, negotiate, transfer, exchange, lend, pledge or otherwise dispose of, turn to account for, or realize upon, securities (which term "securities" shall for the purposes of this Declaration of Trust, without limitation of the generality thereof, be deemed to include any stocks, shares, bonds, debentures, bills, notes, mortgages, other obligations or evidences of indebtedness, or financial instruments of any kind or nature, and any options, certificates, receipts, warrants, futures contracts or other instruments representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein or in any property or assets, and any negotiable or non-negotiable instruments and money market instruments, including bank certificates of deposit, finance paper, commercial paper, bankers' acceptances and all kinds of repurchase or reverse repurchase agreements) created or issued by any United States or foreign issuer (which term "issuer" shall, for the purposes of this Declaration of Trust, without limiting the generality thereof, be deemed to include any persons, firms, associations, partnerships, corporations, trusts, syndicates, combinations, organizations, governments or subdivisions, agencies or instrumentalities of any government); and to exercise, as owner or holder of any securities, all rights, powers and privileges in respect thereof; and to do any and all acts and things for the preservation, protection, improvement and enhancement in value of any and all such securities, financial instruments or other assets. (b) To acquire all or any part of the goodwill, rights, property, real estate, interests in real estate and business of any person, firm, association or corporation heretofore or hereafter engaged in any business similar to any business which the Trust has the power to conduct, and to hold, utilize, enjoy and in any manner dispose of the whole or any part of the rights, property, real estate, interests in real estate and business so acquired, and to assume in connection therewith any liabilities of any such person, firm, association or corporation. (c) To apply for, obtain, purchase or otherwise acquire, any patents, copyrights, licenses, trademarks, trade names and the like, which may seem capable of being used for any of the purposes of the Trust; and to use, exercise, develop, grant licenses in respect of, sell and otherwise turn to account, the same. (d) To issue and sell shares of beneficial interest, securities convertible into such shares of beneficial interest, or other security or evidence of indebtedness, in such amounts and on such terms and conditions, for such purposes and for such amount or kind of consideration (including, without limitation thereto, securities) now or hereafter permitted by the laws of the State of Delaware, by the 1940 Act, and by this Declaration of Trust, as the Board of Trustees may determine. (e) To purchase or otherwise acquire, hold, dispose of, resell, transfer, reissue or cancel (all without the vote of the Shareholders) shares of beneficial interest in any manner and to the extent now or hereafter permitted by the laws of the State of Delaware, by the 1940 Act and by this Declaration of Trust. (f) To conduct its business in all its branches at one or more offices in Delaware and elsewhere in any part of the world, without restriction, or limit as to extent. (g) To exercise and enjoy, in Delaware and in any other states, territories, districts and United States dependencies and in foreign countries, all of the powers, rights and privileges granted to, or conferred upon, business trusts by the DBTA now or hereafter in force, and the enumeration of the foregoing powers shall not be deemed to exclude any powers, rights or privileges so granted or conferred. (h) In general, to carry on any other business in connection with or incidental to its trust purposes, to do everything necessary, suitable or proper for the accomplishment of such purposes or for the attainment of any object or the furtherance of any power hereinbefore set forth, either alone or in association with others, to do every other act or thing incidental or appurtenant to, or growing out of, or connected with, its business or purposes, objects or powers, and, subject to the foregoing, to have and exercise all the powers, rights and privileges conferred upon business trusts by the laws of the State of Delaware as in force from time to time. (i) The Trust shall not be limited to investing in obligations maturing before the possible dissolution of the Trust. Neither the Trust nor the Board of Trustees shall be required to obtain any court order to deal with any Trust Property or take any other action hereunder. (j) The foregoing objects and purposes shall, except as otherwise expressly provided, be in no way limited or restricted by reference to, or inference from, the terms of any other clause of this or any other Article of this Declaration of Trust, and shall each be regarded as independent and construed as a power as well as an object and a purpose, and the enumeration of specific purposes, objects and powers shall not be construed to limit or restrict in any manner the meaning of general terms or the general powers of the Trust now or hereafter conferred by the laws of the State of Delaware, nor shall the expression of one thing be deemed to exclude another, though it be of like nature, not expressed. ARTICLE III. SHARES Section 1. DIVISION OF BENEFICIAL INTEREST. (a) The beneficial interest in the Trust shall at all times be divided into outstanding shares of the Trust, all without par value. The number of shares of beneficial interest in the Trust authorized hereunder is unlimited. (b) Subject to and except as otherwise provided in Section 23 of the 1940 Act, and the rules and regulations adopted thereunder, the Board of Trustees shall have the power to issue authorized, but unissued shares of beneficial interest from time to time for such consideration paid wholly or partly in cash or securities as may be determined from time to time by the Board of Trustees, subject to any requirements or limitations of the 1940 Act. The Board of Trustees, on behalf of the Trust, may acquire and hold as treasury shares, reissue for such consideration and on such terms as it may determine, or cancel, at its discretion from time to time, any Shares reacquired by the Trust. (c) Each Share shall entitle the holder to the voting rights as provided in Article V hereof. (d) Shareholders shall be entitled to receive dividends and distributions, when, if and as declared by the Board of Trustees. Dividends may be paid in cash or in kind. No Share shall have any priority or preference over any other Share with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust made pursuant to Article VIII, Section 2 hereof. All dividends and distributions from the Trust Property shall be made ratably among all Shareholders according to the number of Shares held of record by such Shareholders on the record date for any dividend or distribution. (e) Shareholders shall have no preemptive or other right to subscribe for new or additional authorized, but unissued shares or other securities issued by the Trust. The Board of Trustees may from time to time divide or combine the Shares into a greater or lesser number of Shares. Any such division or combination shall not materially change the proportionate beneficial interest in Trust Property of Shareholders at the time of such division or combination or materially affect the rights of Shareholders. (f) Any Trustee, officer or other agent of the Trust, and any organization in which any such Person has an economic or other interest, may acquire, own, hold and dispose of shares of beneficial interest in the Trust, whether such shares are authorized but unissued, or already outstanding, to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell and may purchase such Shares from any such Person or any such organization, subject to the limitations, restrictions or other provisions applicable to the sale or purchase of such shares herein and the 1940 Act. Section 2. SALE OF SHARES. Subject to the 1940 Act and applicable law, the Trust may sell its authorized but unissued shares of beneficial interest to such Persons, at such times, on such terms, and for such consideration as the Board of Trustees may from time to time authorize. Each sale shall be credited to the individual purchaser's account in the form of full or fractional Shares, at the net asset value per Share, subject to Section 23 of the 1940 Act, and the rules and regulations adopted thereunder; PROVIDED, HOWEVER, that the Board of Trustees may, in its sole discretion, permit the Principal Underwriter to impose a sales charge upon any such sale. Every Shareholder by virtue of having become a Shareholder shall be deemed to have expressly assented and agreed to the terms of this Declaration of Trust and to have become bound as a party hereto. Section 3. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY. Shares shall be deemed to be personal property giving to Shareholders only the rights provided in this Declaration of Trust, the By-Laws and under applicable law. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders as partners. The death, incapacity, dissolution, termination, or bankruptcy of a Shareholder during the existence of the Trust shall not operate to dissolve the Trust, nor entitle the representative of any deceased, incapacitated, dissolved, terminated or bankrupt Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but shall entitle such representative only to the rights, as a Shareholder under this Declaration of Trust and the By-Laws, of said deceased, incapacitated, dissolved, terminated or bankrupt Shareholder. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind personally any Shareholder, nor, except as specifically provided herein, to call upon any Shareholder for the payment of any sum of money other than such as the Shareholder may at any time personally agree to pay. Each Share, when issued on the terms determined by the Board of Trustees, shall be fully paid and nonassessable. As provided in the DBTA, Shareholders shall be entitled to the same limitation of personal liability as that extended to stockholders of a private corporation organized for profit under the General Corporation Law of the State of Delaware. Section 4. POWER OF BOARD OF TRUSTEES TO MAKE TAX STATUS ELECTION. The Board of Trustees shall have the power, in its discretion, to make such elections as to the tax status of the Trust as may be permitted or required under the Code, without the vote of any Shareholder. Section 5. SERIES AND CLASSES. The Board of Trustees may authorize the division of Shares into separate and distinct series and the division of any series into separate classes of Shares. The establishment and designation of any series or class thereof shall be effective, without the requirement of Shareholder approval, upon the adoption of a resolution by not less than a majority of the then Board of Trustees, which resolution shall set forth such establishment and designation and may provide, to the extent permitted by the DBTA, for rights, powers and duties of such series or class thereof otherwise than as provided herein. Each such resolution shall be incorporated herein by reference upon adoption. Section 6. INDEMNIFICATION OF SHAREHOLDERS. If any Shareholder or former Shareholder shall be exposed to liability by reason of a claim or demand relating exclusively to his or her being or having been a Shareholder and not because of such Shareholder's actions or omissions, such Shareholder or former Shareholder (or, in the case of a natural person, his or her heirs, executors, administrators, or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified out of the assets of the Trust against all loss and expense arising from such claim or demand; provided, however, such indemnity shall not cover (i) any taxes due or paid by reason of such Shareholder's ownership of any Shares and (ii) expenses charged to a Shareholder pursuant to Article IV, Section 5 hereof. ARTICLE IV. THE BOARD OF TRUSTEES Section 1. NUMBER, CLASSES AND ELECTION, TERM, REMOVAL AND RESIGNATION. (a) The initial Board of Trustees shall be comprised of the Trustees entering into this Declaration of Trust on the date first written above, who shall hold office until the initial holder of a Share executes a consent in writing to elect a Board of Trustees that is classified and holds office in accordance with paragraph (c) of this Section 1. The initial Trustees shall (i) execute and file or cause to be filed the Certificate of Trust with the office of the Secretary of State of the State of Delaware and (ii) shall execute a consent or consents in writing to adopt the By-Laws. Each Trustee shall execute a counterpart to this Declaration of Trust. (b) The number of Trustees constituting the entire Board of Trustees may be fixed from time to time by the vote of a majority of the then Board of Trustees; PROVIDED, HOWEVER, that the number of Trustees shall in no event be less than three (3) nor more than fifteen (15) and the percentage of Trustees who are not Interested Persons of the Trust shall be no less than that permitted by the 1940 Act. The number of Trustees shall not be reduced so as to shorten the term of any Trustee then in office. (c) The Board of Trustees (other than the initial Board of Trustees established pursuant to paragraph (a) of this Section 1) shall be divided into three (3) classes, with the term of office of one class expiring each year. Upon the written consent of the initial Shareholder, Trustees of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting at the time such Trustees' successors are elected and qualified; Trustees of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting at the time such Trustees' successors are elected and qualified; and Trustees of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting at the time such Trustees' successors are elected and qualified. Thereafter, at each annual meeting of Shareholders, the successors to the class of Trustees whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting. (d) Each Trustee shall hold office for the applicable term set forth in paragraph (c) of this Section 1 or until such Trustee's earlier death, resignation, removal or inability otherwise to serve. (e) Any Trustee may be removed, with or without cause, by the Shareholders, upon the vote of the holders of 75% of the Shares entitled to vote. (f) Any Trustee may resign at any time by giving written notice to the secretary of the Trust or to a meeting of the Board of Trustees. Such resignation shall be effective upon receipt, unless specified to be effective at some later time, but no later than the next succeeding annual meeting of Shareholders. Section 2. TRUSTEE ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action that may be taken at any meeting of the Board of Trustees or any committee thereof may be taken without a meeting and without prior written notice if a consent or consents in writing setting forth the action so taken is signed by the Trustees having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Trustees on the Board of Trustees or any committee thereof, as the case may be, were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust's records. Section 3. POWERS; OTHER BUSINESS INTERESTS; QUORUM AND REQUIRED VOTE. (a) POWERS. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by or under the direction of the Board of Trustees, and such Board of Trustees shall have all powers necessary or convenient to carry out that responsibility. The Board of 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 it may consider necessary or appropriate in connection with the operation and administration of the Trust. The Board of Trustees shall not be bound or limited by present or future laws or customs with regard to investments by trustees or fiduciaries, but, subject to the other provisions of this Declaration of Trust and the By-Laws, shall have full authority and absolute power and control over the assets and the business of the Trust to the same extent as if the Board of Trustees was the sole owner of such assets and business in its own right, including such authority, power and control to do all acts and things as it, in its sole discretion, shall deem proper to accomplish the purposes of this Trust. Without limiting the foregoing, the Board of Trustees may, subject to the requisite vote for such actions as set forth in this Declaration of Trust and the By-Laws: (1) adopt By-Laws not inconsistent with applicable law or this Declaration of Trust; (2) amend, restate and repeal such By-Laws, subject to and in accordance with the provisions of such By-Laws; (3) fill vacancies on the Board of Trustees in accordance with this Declaration of Trust and the By-Laws; (4) elect and remove such officers and appoint and terminate such agents as it considers appropriate, in accordance with this Declaration of Trust and the By-Laws; (5) establish and terminate one or more committees of the Board of Trustees pursuant to the By-Laws; (6) place Trust Property in custody as required by the 1940 Act, employ one or more custodians of the Trust Property and authorize such custodians to employ sub-custodians and to place all or any part of such Trust property with a custodian or a custodial system meeting the requirements of the 1940 Act; (7) retain a transfer agent, dividend disbursing agent, a shareholder servicing agent or administrative services agent, or any number thereof or any other service provider as deemed appropriate; (8) provide for the issuance and distribution of shares of beneficial interest in the Trust or other securities or financial instruments directly or through one or more Principal Underwriters or otherwise; (9) retain one or more Investment Adviser(s); (10) repurchase Shares on behalf of the Trust and transfer Shares pursuant to applicable law; (11) set record dates for the determination of Shareholders with respect to various matters, in the manner provided in Article V, Section 4 of this Declaration of Trust; (12) declare and pay dividends and distributions to Shareholders from the Trust Property, in accordance with this Declaration of Trust and the By-Laws; and (13) in general delegate such authority as it considers desirable to any officer of the Trust, to any committee of the Trust and to any agent or employee of the Trust or to any such custodian, transfer, dividend disbursing, shareholder servicing agent, Principal Underwriter, Investment Adviser, or other service provider, to the extent authorized and in accordance with this Declaration of Trust, the By-Laws and applicable law. The powers of the Board of Trustees set forth in this Section 3(a) are without prejudice to the other powers of the Board of Trustees set forth in this Declaration of Trust and the By-Laws. Any determination as to what is in the best interests of the Trust and its Shareholders made by the Board of Trustees in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Board of Trustees. (b) OTHER BUSINESS INTERESTS. The Trustees shall devote to the affairs of the Trust such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor the officers, directors, shareholders, partners or employees of the Trustees, if any, shall be expected to devote their full time to the performance of such duties. The Trustees, or any Affiliate, shareholder, officer, director, partner or employee thereof, or any Person owning a legal or beneficial interest therein, may engage in, or possess an interest in, any business or venture other than the Trust, of any nature and description, independently or with or for the account of others. Neither the Trust nor any Shareholder shall have the right to participate or share in such other business or venture or any profit or compensation derived therefrom. (c) QUORUM AND REQUIRED VOTE. At all meetings of the Board of Trustees, a majority of the Board of Trustees shall be present in person in order to constitute a quorum for the transaction of business. A meeting at which a quorum is initially present may continue to transact business notwithstanding the departure of Trustees from the meeting, if any action taken is approved by at least a majority of the required quorum for that meeting. Subject to Article III, Sections 1 and 6 of the By-Laws and except as otherwise provided herein or required by applicable law, the vote of not less than a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. Section 4. PAYMENT OF EXPENSES BY THE TRUST. An authorized officer of the Trust shall pay or cause to be paid out of the principal or income of the Trust, or partly out of the principal and partly out of the income of the Trust, all expenses, fees, charges, taxes and liabilities incurred by or arising in connection with the maintenance or operation of the Trust, or in connection with the management thereof, including, but not limited to, the Trustees' compensation and such expenses, fees, charges, taxes and liabilities associated with the services of the Trust's officers, employees, Investment Adviser(s), Principal Underwriter, auditors, counsel, custodian, sub-custodian, transfer agent, dividend disbursing agent, shareholder servicing agent, and such other agents or independent contractors and such other expenses, fees, charges, taxes and liabilities as the Board of Trustees may deem necessary or proper to incur. Section 5. PAYMENT OF EXPENSES BY SHAREHOLDERS. The Board of Trustees shall have the power, as frequently as it may determine, to cause any Shareholder to pay directly, in advance or arrears, for charges of the Trust's custodian or transfer, dividend disbursing, shareholder servicing or similar agent for services provided to such Shareholder, an amount fixed from time to time by the Board of Trustees, by setting off such amount due from such Shareholder from the amount of (i) declared but unpaid dividends or distributions owed such Shareholder, or (ii) proceeds from the repurchase by the Trust of Shares from such Shareholder pursuant to Article VI hereof. Section 6. OWNERSHIP OF TRUST PROPERTY. Legal title to all of the Trust Property shall at all times be vested in the Trust, except that the Board of Trustees shall have the power to cause legal title to any Trust Property to be held by or in the name of any Person as nominee, on such terms as the Board of Trustees may determine, in accordance with applicable law. Section 7. SERVICE CONTRACTS. (a) Subject to this Declaration of Trust, the By-Laws and the 1940 Act, the Board of Trustees may, at any time and from time to time, contract for exclusive or nonexclusive investment advisory or investment management services for the Trust with any corporation, trust, association or other organization, including any Affiliate; and any such contract may contain such other terms as the Board of Trustees may determine, including without limitation, delegation of authority to the Investment Adviser to determine from time to time without prior consultation with the Board of Trustees what securities and other instruments or property shall be purchased or otherwise acquired, owned, held, invested or reinvested in, sold, exchanged, transferred, mortgaged, pledged, assigned, negotiated, or otherwise dealt with or disposed of, and what portion, if any, of the Trust Property shall be held uninvested and to make changes in the Trust's investments, or to engage in such other activities, including administrative services, as may specifically be delegated to such party. (b) The Board of Trustees may also, at any time and from time to time, contract with any Person, including any Affiliate, appointing it or them as the exclusive or nonexclusive placement agent, distributor or Principal Underwriter for the Trust's shares of beneficial ownership or for other securities or financial instruments to be issued by the Trust, or appointing it or them to act as the administrator, custodian, transfer agent, dividend disbursing agent and/or shareholder servicing agent for the Trust. (c) The Board of Trustees is further empowered, at any time and from time to time, to contract with any Persons to provide such other services to the Trust as the Board of Trustees determines to be in the best interests of the Trust and its Shareholders. (d) None of the following facts or circumstances shall affect the validity of any of the following contracts or disqualify any Shareholder, Trustee, employee or officer of the Trust from voting upon or executing the same, or create any liability or accountability to the Trust or the Shareholders, provided that the establishment of and performance of each such contract is permissible under the 1940 Act, and provided further that such Person is authorized to vote upon such contract under the 1940 Act: (i) the fact that any of the Shareholders, Trustees, employees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, Adviser, placement agent, Principal Underwriter, distributor, or Affiliate or agent of or for any Person, or for any parent or Affiliate of any Person, with which any type of service contract provided for in this Article IV, Section 7 may have been or may hereafter be made, or that any such Person, or any parent or Affiliate thereof, is a Shareholder or has an interest in the Trust, or (ii) the fact that any Person with which any type of service contract provided for in this Article IV, Section 7 may have been or may hereafter be made also has such a service contract with one or more other Persons, or has other business or interests. (e) Every contract referred to in this Section 7 is required to comply with this Declaration of Trust, the By-Laws, the 1940 Act, other applicable law and any stipulation by resolution of the Board of Trustees. ARTICLE V. SHAREHOLDERS' VOTING POWERS AND MEETINGS Section 1. VOTING POWERS. The Shareholders shall have the power to vote only (i) for the election of Trustees and the filling of any vacancies on the Board of Trustees as set forth herein and in the By-Laws; (ii) for the removal of Trustees as set forth herein; (iii) on such additional matters as may be required by this Declaration of Trust, the By-Laws, the 1940 Act, other applicable law and any registration statement of the Trust filed with the Commission, the registration of which is effective; and (iv) on such other matters as the Board of Trustees may consider necessary or desirable. The Shareholder of record (as of the record date established pursuant to Section 4 of this Article V) of each Share shall be entitled to one vote for each full Share, and a fractional vote for each fractional Share. Shareholders shall not be entitled to cumulative voting in the election of Trustees or on any other matter. Section 2. QUORUM AND REQUIRED VOTE. (a) A majority of the Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. Abstentions and broker non-votes will be included for purposes of determining whether a quorum is present. Subject to any provision of this Declaration of Trust, the By-Laws or applicable law that requires a different vote: (1) in all matters other than the election of Trustees, the affirmative "vote of a majority of the outstanding voting securities" (as defined herein) of the Trust entitled to vote at a Shareholders' meeting at which a quorum is present, shall be the act of the Shareholders; and (2) Trustees shall be elected by not less than a plurality of the votes cast of the holders of Shares entitled to vote present in person or represented by proxy at a Shareholders' meeting at which a quorum is present. (b) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting, but will not be treated as votes cast. Abstentions and broker non-votes, therefore, will have no effect on proposals which require a plurality or majority of votes cast for approval, but will have the same effect as a vote "against" on proposals requiring any percentage of the outstanding voting securities of the Trust for approval. Section 3. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent or consents in writing setting forth the action so taken is signed by the holders of all Shares entitled to vote on that action and is received by the secretary of the Trust. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust's records. Any Shareholder that has given a written consent or the Shareholder's proxyholder or a personal representative of the Shareholder or its respective proxyholder may revoke the consent by a writing received by the secretary of the Trust before the written consents of all Shares entitled to vote have been received by the secretary of the Trust. Section 4. RECORD DATES. (a) For purposes of determining the Shareholders entitled to notice of, and to vote at, any meeting of Shareholders, the Board of Trustees may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Trustees, and which record date shall not be more than one hundred twenty (120) days nor less than ten (10) days before the date of any such meeting. For purposes of determining the Shareholders entitled to vote on any action without a meeting, the Board of Trustees may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Trustees, and which record date shall not be more than thirty (30) days after the date upon which the resolution fixing the record date is adopted by the Board of Trustees. (b) If the Board of Trustees does not so fix a record date: (iii) the record date for determining Shareholders entitled to notice of, and to vote at, a meeting of Shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. (iv) the record date for determining Shareholders entitled to vote on any action by consent in writing without a meeting of Shareholders, (1) when no prior action by the Board of Trustees has been taken, shall be the day on which the first signed written consent setting forth the action taken is delivered to the Trust, or (2) when prior action of the Board of Trustees has been taken, shall be at the close of business on the day on which the Board of Trustees adopts the resolution taking such prior action. (c) For the purpose of determining the Shareholders who are entitled to receive payment of any dividend or of any other distribution of assets of the Trust, the Board of Trustees may from time to time fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days before the date for the payment of such dividend or such other distribution. Section 5. ADDITIONAL PROVISIONS. The By-Laws may include further provisions for Shareholders' votes, meetings and related matters. ARTICLE VI. NET ASSET VALUE; DISTRIBUTIONS; REPURCHASES; TRANSFERS Section 1. DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS. (a) The Board of Trustees shall have the power to determine from time to time the offering price for authorized, but unissued, shares of beneficial interest of the Trust, subject to any requirements or limitations of the 1940 Act. (b) The Board of Trustees may, subject to the 1940 Act, prescribe and shall set forth in the Bylaws, this Declaration of Trust or in a resolution of the Board of Trustees such bases and time for determining the net asset value per Share, or net income attributable to the Shares or the declaration and payment of dividends and distributions on the Shares, as it may deem necessary or desirable. (c) Before payment of any dividend there may be set aside out of any funds of the Trust available for dividends such sum or sums as the Board of Trustees may from time to time, in its absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Trust or for such other lawful purpose as the Board of Trustees shall deem to be in the best interests of the Trust and its Shareholders, and the Board of Trustees may abolish any such reserve in the manner in which it was created. Section 2. REPURCHASE OF SHARES WITH SHAREHOLDER CONSENT. (a) The Trust may repurchase Shares on the open market or such Shares as are tendered by any Shareholder for repurchase pursuant to a repurchase offer or tender offer, if any, made by the Trust periodically or from time to time, upon the presentation by the Shareholder of a proper instrument of transfer together with a request directed to the Trust, its transfer agent or other duly authorized agent, that the Trust repurchase such Shares, or in accordance with such other procedures for repurchase as the Board of Trustees may from time to time authorize; and the Trust will pay therefore a price that meets the requirements of Section 23 of the 1940 Act, and the rules and regulations adopted thereunder, and that is in accordance with the terms of such repurchase offer, tender offer, this Declaration of Trust, the By-Laws and other applicable law. The obligations set forth in this Section 2 are subject to the provision that such obligations may be suspended or postponed by the Board of Trustees (1) during any time the New York Stock Exchange (the "Exchange") is closed for other than weekends or holidays; (2) if permitted by the rules of the Commission, during periods when trading on the Exchange is restricted; or (3) during any National Financial Emergency. The Board of Trustees may, in its discretion, declare that the suspension relating to a National Financial Emergency shall terminate, as the case may be, on the first business day on which the Exchange shall have reopened or the period specified above shall have expired (as to which, in the absence of an official ruling by the Commission, the determination of the Board of Trustees shall be conclusive.) (b) The repurchase price may in any case or cases be paid wholly or partly in kind if the Board of Trustees determines that such payment is advisable in the interest of the remaining Shareholders. Subject to the foregoing, the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the repurchase price shall be determined by or under authority of the Board of Trustees. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities or other property selected for delivery as all or part of any payment in kind. Section 3. REPURCHASE OF SHARES WITHOUT SHAREHOLDER CONSENT. The Trust shall have the right at its option and at any time, subject to the 1940 Act and other applicable law, to repurchase Shares of any Shareholder at a price that meets the requirements of Section 23 of the 1940 Act, and the rules and regulations adopted thereunder, and that is in accordance with the terms of this Declaration of Trust, the By-Laws and other applicable law: (a) if at such time, such Shareholder owns Shares having an aggregate net asset value of less than an amount determined from time to time by the Trustees; or (b) to the extent that such Shareholder owns Shares equal to or in excess of a percentage of the Shares determined from time to time by the Trustees. Section 4. TRANSFER OF SHARES. Shares shall be transferable in accordance with the provisions of the By-Laws. ARTICLE VII. LIMITATION OF LIABILITY AND INDEMNIFICATION OF AGENT Section 1. LIMITATION OF LIABILITY. (a) For the purpose of this Article, "Agent" means any Person who is or was a Trustee, officer, employee or other agent of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or other agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; "Proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "Expenses" include without limitation attorneys' fees and any expenses of establishing a right to indemnification under this Article. (b) An Agent shall be liable to the Trust and to any Shareholder solely for such Agent's own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Agent (such conduct referred to herein as "Disqualifying Conduct"), and for nothing else. (c) Subject to subsection (b) of this Section 1 and to the fullest extent that limitations on the liability of Agents are permitted by the DBTA, the Agents shall not be responsible or liable in any event for any act or omission of any other Agent of the Trust or any Investment Adviser or Principal Underwriter of the Trust. (d) No Agent, when acting in its respective capacity as such, shall be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in subsections (b) and (c) of this Section 1, for any act, omission or obligation of the Trust or any Trustee thereof. (e) The officers and Trustees may obtain the advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, the By-Laws, applicable law and their respective duties as officers or Trustees. No such officer or Trustee shall be liable for any act or omission in accordance with such advice and no inference concerning liability shall arise from a failure to follow such advice. The officers and Trustees shall not be required to give any bond hereunder, nor any surety if a bond is required by applicable law. (f) The failure to make timely collection of dividends or interest, or to take timely action with respect to entitlements, on the Trust's securities issued in emerging countries, shall not be deemed to be negligence or other fault on the part of any Agent, and no Agent shall have any liability for such failure or for any loss or damage resulting from the imposition by any government of exchange control restrictions which might affect the liquidity of the Trust's assets or from any war or political act of any foreign government to which such assets might be exposed, except, in the case of aTrustee or officer, for liability resulting from suchTrustee's or officer's Disqualifying Conduct. (g) The limitation on liability contained in this Article applies to events occurring at the time a Person serves as an Agent whether or not such Person is an Agent at the time of any Proceeding in which liability is asserted. (h) No amendment or repeal of this Article shall adversely affect any right or protection of an Agent that exists at the time of such amendment or repeal. Section 2. INDEMNIFICATION. (a) INDEMNIFICATION BY TRUST. The Trust shall indemnify, out of Trust Property, to the fullest extent permitted under applicable law, any Person who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that such Person is or was an Agent of the Trust, against Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such Proceeding if such Person acted in good faith or in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such Person was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent shall not of itself create a presumption that the Person did not act in good faith or that the Person had reasonable cause to believe that the Person's conduct was unlawful. (b) EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent's Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person's duty to the Trust or the Shareholders indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person's Disqualifying Conduct. (c) REQUIRED APPROVAL. Any indemnification under this Article shall be made by the Trust if authorized in the specific case on a determination that indemnification of the Agent is proper in the circumstances by a majority vote of Trustees, even though such number of Trustees shall be less than a quorum, who are not parties to the Proceeding and have no economic or other interest in connection with such specific case; a committee of such Trustees designated by majority vote of such Trustees even though such number of Trustees shall be less than a quorum; or by independent legal counsel in a written opinion. (d) ADVANCEMENT OF EXPENSES. Expenses incurred by an Agent in defending any Proceeding may be advanced by the Trust before the final disposition of the Proceeding on receipt of an undertaking by or on behalf of the Agent to repay the amount of the advance if it shall be determined ultimately that the Agent is not entitled to be indemnified as authorized in this Article. (e) OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article shall affect any right to indemnification to which Persons other than Trustees and officers of the Trust or any subsidiary thereof may be entitled by contract or otherwise. (f) FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not apply to any Proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in that Person's capacity as such, even though that Person may also be an Agent of the Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article. Section 3. INSURANCE. To the fullest extent permitted by applicable law, the Board of Trustees shall have the authority to purchase with Trust Property, insurance for liability and for all Expenses reasonably incurred or paid or expected to be paid by an Agent in connection with any Proceeding in which such Agent becomes involved by virtue of such Agent's actions, or omissions to act, in its capacity or former capacity with the Trust, whether or not the Trust would have the power to indemnify such Agent against such liability. Section 4. DERIVATIVE ACTIONS. Subject to the requirements set forth in Section 3816 of the DBTA, a Shareholder or Shareholders may bring a derivative action on behalf of the Trust only if the Shareholder or Shareholders first make a pre-suit demand upon the Board of Trustees to bring the subject action unless an effort to cause the Board of Trustees to bring such action is excused. A demand on the Board of Trustees shall only be excused if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, has a material personal financial interest in the action at issue. A Trustee shall not be deemed to have a material personal financial interest in an action or otherwise be disqualified from ruling on a Shareholder demand by virtue of the fact that such Trustee receives remuneration from his service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same or an affiliated investment advisor or underwriter. ARTICLE VIII. APPROVAL OF CERTAIN TRANSACTIONS Section 1. VOTE REQUIRED. Notwithstanding any other provision of the Declaration of Trust to the contrary and subject to the exceptions provided in this Article VIII, each of the transactions described in this Article VIII shall require the approval of the Board of Trustees and the affirmative vote of the holders of 75% of the Shares entitled to vote to approve, adopt or authorize such transaction unless such action has been previously approved, adopted or authorized by the affirmative vote of two-thirds (66 2/3%) of the Board of Trustees, in which case the Shareholder vote set forth in Article V, Section 2(a)(1) shall be required. Section 2. DISSOLUTION.The Trust shall have perpetual existence unless dissolved upon: (a) The vote of the Board of Trustees and Shareholders as set forth in Section 1 of this Article VIII; or (b) Upon the occurrence of a dissolution or termination event pursuant to any other provision of this Declaration of Trust or the DBTA. (c) Upon dissolution of the Trust, the Trustees shall (in accordance with Section 3808 of the DBTA) pay or make reasonable provision to pay all claims and obligations of the Trust, including all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown. If the Trust has sufficient assets, such claims and obligations shall be paid in full and any such provisions for payment shall be made in full. If the Trust has insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefore. Any remaining assets of the Trust (including, without limitation, cash, securities or any combination thereof) shall be distributed to the Shareholders ratably according to the number of Shares held of record by the several Shareholders on the record date for such dissolution distribution. Upon the winding up of the Trust in accordance with Section 3808 of the DBTA and its termination, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the DBTA. Section 3. MERGER OR CONSOLIDATION; CONVERSION; REORGANIZATION. (a) MERGER OR CONSOLIDATION. Pursuant to an agreement of merger or consolidation, the Board of Trustees may cause the Trust to merge or consolidate with or into one or more business trusts or "other business entities" (as defined in Section 3801 of the DBTA) formed or organized or existing under the laws of the State of Delaware or any other state or the United States or any foreign country or other foreign jurisdiction. Any such merger or consolidation shall require approval by vote of the Board of Trustees and Shareholders as set forth in Section 1 of this Article VIII. By reference to Section 3815(f) of the DBTA, any agreement of merger or consolidation approved in accordance with this Section 3(a) may, without a Shareholder vote, unless required by the 1940 Act or the requirements of any securities exchange on which Shares are listed for trading, effect any amendment to this Declaration of Trust or the By-Laws or effect the adoption of a new governing instrument if the Trust is the surviving or resulting business trust in the merger or consolidation, which amendment or new governing instrument shall be effective at the effective time or date of the merger or consolidation. In all respects not governed by the DBTA, the 1940 Act or other applicable law, the Board of Trustees shall have the power to prescribe additional procedures necessary or appropriate to accomplish a merger or consolidation, including the power to create one or more separate business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares into beneficial interests in such separate business trust or trusts. Upon completion of the merger or consolidation, if the Trust is the surviving or resulting business trust, any one (1) Trustee shall execute, and cause to be filed, a certificate of merger or consolidation in accordance with Section 3815 of the DBTA. (b) CONVERSION. The Board of Trustees may cause (i) the Trust to convert to an "other business entity" (as defined in Section 3801 of the DBTA) formed or organized under the laws of the State of Delaware as permitted pursuant to Section 3821 of the DBTA; (ii) the Shares to be converted into beneficial interests in another business trust created pursuant to this Section 3 of this Article VIII, or (iii) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. Any such statutory conversion, Share conversion or Share exchange shall require approval by vote of the Board of Trustees and Shareholders as set forth in Section 1 of this Article VIII; PROVIDED, HOWEVER, that in all respects not governed by the DBTA, the 1940 Act, other applicable law or the requirements of any securities exchange on which Shares are listed for trading, the Board of Trustees shall have the power to prescribe additional procedures necessary or appropriate to accomplish a statutory conversion, Share conversion or Share exchange, including the power to create one or more separate business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares into beneficial interests in such separate business trust or trusts. When the conversion of the Trust under Subsection (b)(i) of this Section 3 shall have become effective, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the DBTA. (c) REORGANIZATION. The Board of Trustees may cause the Trust to sell, convey and transfer all or substantially all of the assets of the Trust to another trust, business trust, partnership, limited partnership, limited liability company, corporation or other association organized under the laws of any state in exchange for cash, shares or other securities with such sale, conveyance and transfer either (a) being made subject to, or with the assumption by the transferee of, the liabilities of the Trust, or (b) not being made subject to, or not with the assumption of, such liabilities. Such sale, conveyance and transfer shall require approval by vote of the Board of Trustees and Shareholders as set forth in Section 1 of this Article VIII. Following such sale, conveyance and transfer, the Board of Trustees shall distribute such cash, shares or other securities ratably among the Shareholders; and if all of the assets of the Trust have been so sold, conveyed and transferred, the Trust shall be dissolved. In all respects not governed by the DBTA, the 1940 Act or other applicable law, the Board of Trustees shall have the power to prescribe additional procedures necessary or appropriate to accomplish a sale of assets including the power to create one or more separate business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares into beneficial interests in such separate business trust or trusts. Section 4. RECLASSIFICATION OF THE TRUST. The Board of Trustees may cause the Trust to be converted from a "closed-end company" to an "open-end company" (as those terms are defined, respectively, in Sections 5(a)(2) and 5(a)(1) of the 1940 Act). Such reclassification of the Trust shall require approval by vote of the Board of Trustees and Shareholders as set forth in Section 1 of this Article VIII. ARTICLE IX. AMENDMENTS Section 1. AMENDMENTS GENERALLY. Subject to the provisions of Section 3(a) of Article VIII and Section 2 of this Article IX, this Declaration of Trust may be restated and/or amended at any time by the Board of Trustees, without approval of the Shareholders. The Certificate of Trust shall be restated and/or amended at any time by the Board of Trustees, without Shareholder approval, to correct any inaccuracy contained therein. Any such restatement and/or amendment of the Certificate of Trust shall be executed by at least one (1) Trustee and shall be effective immediately upon its filing with the office of the Secretary of State of the State of Delaware or upon such future date as may be stated therein. Section 2. SPECIAL AMENDMENTS. Notwithstanding any other provision of this Declaration of Trust or the By-Laws, the amendment or repeal of Article IV, Sections 1, 2 and 3, Article V, Article VII, Article VIII and this Article IX of this Declaration of Trust shall require the approval of the Board of Trustees and the affirmative vote of holders of at least two-thirds (66 2/3%) of the Shares entitled to vote, unless such action has previously been approved, adopted or authorized by the affirmative vote of two-thirds (66 2/3%) of the Board of Trustees, in which case the Shareholder vote set forth in Article V, Section 2(a)(1) shall be required. ARTICLE X. MISCELLANEOUS Section 1. REFERENCES; HEADINGS; COUNTERPARTS. In this Declaration of Trust and in any such restatements and/or amendments, references to this instrument, and all expressions of similar effect to "herein," "hereof' and "hereunder," shall be deemed to refer to this instrument as amended or affected by any such restatements and/or amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. Whenever the singular number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other, as applicable. Any references herein to specific sections of the DBTA, the Code or the 1940 Act shall refer to such sections as amended from time to time or any successor sections thereof. This instrument may be executed in any number of counterparts, each of which shall be deemed an original. Section 2. APPLICABLE LAW. This Declaration of Trust is created under and is to be governed by and construed and administered according to the laws of the State of Delaware and the applicable provisions of the 1940 Act and the Code. The Trust shall be a Delaware business trust pursuant to the DBTA, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a business trust. Section 3. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS. (a) The provisions of this Declaration of Trust are severable, and if the Board of Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the Code, the DBTA, or with other applicable laws and regulations, the conflicting provision shall be deemed not to have constituted a part of this Declaration of Trust from the time when such provisions became inconsistent with such laws or regulations; PROVIDED, HOWEVER, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination. (b) If any provision of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction. Section 4. BUSINESS TRUST ONLY. It is the intention of the Trustees to create hereby a business trust pursuant to the DBTA, and thereby to create the relationship of trustee and beneficial owners within the meaning of the DBTA between, respectively, the Trustees and each Shareholder. It is not the intention of the Trustees to create a general or limited partnership, limited liability company, joint stock association, corporation, bailment, or any form of legal relationship other than a business trust pursuant to the DBTA. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association. Section 5. USE OF THE NAMES "FRANKLIN" OR "TEMPLETON". (a) The Board of Trustees expressly agrees and acknowledges that the names "Franklin" and "Templeton" are the sole property of Franklin Resources, Inc. ("FRI"). FRI has granted to the Trust a non-exclusive license to use such names as part of the name of the Trust now and in the future. The Board of Trustees further expressly agrees and acknowledges that the non-exclusive license granted herein may be terminated by FRI if the Trust ceases to use FRI or one of its Affiliates as Investment Adviser or to use other Affiliates or successors of FRI for such purposes. In such event, the nonexclusive license may be revoked by FRI and the Trust shall cease using the names "Franklin" and "Templeton," or any name misleadingly implying a continuing relationship between the Trust and FRI or any of its Affiliates, as part of its name unless otherwise consented to by FRI or any successor to its interests in such names. The Board of Trustees further understands and agrees that so long as Franklin and/or any future advisory Affiliate of Franklin shall continue to serve as the Trust's Investment Adviser, other registered closed- or open-end investment companies ("funds") as may be sponsored or advised by Franklin or its Affiliates shall have the right permanently to adopt and to use the names "Franklin" and "Templeton" in their names and in the names of any series or class of shares of such funds. [The remainder of this page has been intentionally left blank.] IN WITNESS WHEREOF, the Trustees named below do hereby make and enter into this Agreement and Declaration of Trust as of the date first written above. /s/CHARLES B. JOHNSON /s/ANDREW H. HINES, JR. - ---------------------------- ------------------------------------ Charles B. Johnson Andrew H. Hines, Jr. /s/HARRIS J. ASHTON /s/EDITH E. HOLIDAY - ---------------------------- ------------------------------------ Harris J. Ashton Edith E. Holiday /s/NICHOLAS F. BRADY /s/BETTY P. KRAHMER - ---------------------------- ------------------------------------ Nicholas F. Brady Betty P. Krahmer /s/FRANK J. CROTHERS /s/GORDON S. MACKLIN - ---------------------------- ------------------------------------ Frank J. Crothers Gordon S. Macklin /s/HARMON E. BURNS /s/FRED R. MILLSAPS - ---------------------------- ------------------------------------ Harmon E. Burns Fred R. Millsaps /s/S. JOSEPH FORTUNATO /s/CONSTANTINE D. TSERETOPOULOS - ---------------------------- ------------------------------------ S. Joseph Fortunato Constantine D. Tseretopoulos EX-99.2.3 5 bylaws22102.txt BY-LAWS BY-LAWS of TEMPLETON EMERGING MARKETS FUND A Delaware Business Trust (Effective as of February 21, 2002) These By-Laws may contain any provision not inconsistent with applicable law or the Declaration of Trust, relating to the governance of the Trust. Unless otherwise specified in these By-Laws, capitalized terms used in these By-Laws shall have the meanings assigned to them in the Declaration of Trust. ARTICLE I DEFINITIONS Section 1. Whenever used herein the following terms shall have the following meanings: (a) "1940 ACT" shall mean the Investment Company Act of 1940 and the rules and regulations thereunder, all as adopted or amended from time to time; (b) "BOARD OF TRUSTEES" OR "BOARD" shall mean the governing body of the Trust, that is comprised of the number of Trustees of the Trust fixed from time to time pursuant to Article IV of the Declaration of Trust, having the powers and duties set forth therein; (c) "BY-LAWS" shall mean these by-laws of the Trust, as amended or restated from time to time in accordance with Article VIII hereof; (d) "CERTIFICATE OF TRUST" shall mean the certificate of trust to be filed with the office of the Secretary of State of the State of Delaware as required under the DBTA to form the Trust, as amended or restated from time to time and filed with such office; (e) "CODE" shall mean the Internal Revenue Code of 1986 and the rules and regulations thereunder, all as adopted or amended from time to time; (f) "COMMISSION" shall have the meaning given that term in the 1940 Act; (g) "DBTA" shall mean the Delaware Business Trust Act (12 DEL. C.ss.3801, ET SEQ.), as amended from time to time; (h) "DECLARATION OF TRUST" shall mean the Agreement and Declaration of Trust of the Trust, as amended or restated from time to time; (i) "INVESTMENT ADVISER" or "ADVISER" shall mean a Person, as defined below, furnishing services to the Trust pursuant to any investment advisory or investment management contract described in Article IV, Section 7(a) of the Declaration of Trust; (j) "PERSON" shall mean a natural person, partnership, limited partnership, trust, estate, association, corporation, organization, custodian, nominee or any other individual or entity in its own or any representative capacity; (k) "SHARES" shall mean the outstanding shares of beneficial interest into which the beneficial interest in the Trust shall be divided from time to time, and shall include fractional and whole shares; (l) "SHAREHOLDER" shall mean a record owner of Shares; (m) "TRUST" shall refer to the Delaware business trust formed pursuant to the Declaration of Trust and the filing of the Certificate of Trust with the office of the Secretary of State of the State of Delaware; (n) "TRUSTEE" or "TRUSTEES" shall refer to each signatory to the Declaration of Trust as a trustee, so long as such signatory continues in office in accordance with the terms of the Declaration of Trust, and all other Persons who may, from time to time, be duly elected or appointed, qualified and serving on the Board of Trustees in accordance with the provisions hereof and the Declaration of Trust. Reference herein to a Trustee or the Trustees shall refer to such Person or Persons in such Person's or Persons' capacity as a trustee or trustees hereunder and under the Declaration of Trust; and (o) "VOTE OF A MAJORITY OF THE OUTSTANDING VOTING SECURITIES" shall have the meaning provided under Subsection 2(a)(42) of the 1940 Act or any successor provision thereof, which Subsection, as of the date hereof, is as follows: the vote, at a meeting of the Shareholders, (i) of sixty-seven percent (67%) or more of the voting securities present in person or represented by proxy at such meeting, if the holders of more than fifty percent (50%) of the outstanding voting securities of the Trust are present or represented by proxy; or (ii) of more than fifty percent (50%) of the outstanding voting securities of the Trust, whichever is the less. ARTICLE II MEETINGS OF SHAREHOLDERS Section 1. PLACE OF MEETINGS. Meetings of Shareholders shall be held at any place within or outside the State of Delaware designated by the Board. In the absence of any such designation by the Board, Shareholders' meetings shall be held at the offices of the Trust. Section 2. MEETINGS. (a) ANNUAL MEETINGS. The annual meeting of the Shareholders shall be held on such date and at such time as the Board of Trustees shall designate. At such annual meeting, the Shareholders entitled to vote shall elect Trustees and transact such other business as may be properly brought before the meeting. (b) SPECIAL MEETINGS. Special meetings of Shareholders may be called at any time by the Board, by the chairperson of the Board or by the president of the Trust for the purpose of taking action upon any matter deemed by the Board to be necessary or desirable. To the extent permitted by the 1940 Act, a special meeting of the Shareholders for the purpose of electing Trustees or filling vacancies on the Board may also be called by the chairperson of the Board, or shall be called by the president or any vice-president of the Trust at the request of the Shareholders holding not less than ten (10) percent of the Shares, provided that the Shareholders requesting such meeting shall have paid the Trust the reasonably estimated cost of preparing and mailing the notice thereof, which an authorized officer of the Trust shall determine and specify to such Shareholders. No special meeting shall be called upon the request of Shareholders to consider any matter which is substantially the same as a matter voted upon at any meeting of the Shareholders held during the preceding twelve (12) months, unless requested by the holders of a majority of all Shares entitled to be voted at such meeting. (c) The nominations of persons for election to the Board of Trustees and other lawfully permissible proposals of business to be considered by Shareholders may be presented at an annual meeting of the Shareholders by properly being brought before the meeting by a Shareholder who (i) is entitled to vote at the meeting, (ii) complies with the notice procedures set forth in this subparagraph (c) and subparagraphs (d) and (e) of this Section 2, and (iii) was a Shareholder of record at the time such notice is received by the secretary of the Trust. For business to be properly brought before an annual meeting by a Shareholder, the Shareholder must have given timely notice thereof in writing to the secretary of the Trust. To be timely, a Shareholder's notice must be made in writing and received by the secretary of the Trust not more than 150 days and not less than 120 days in advance of the annual meeting. (d) Each such notice given by a Shareholder with respect to nominations for the election of Trustees shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) the number of Shares which are beneficially owned by each such nominee, and (iv) all such other information regarding each such nominee as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Commission had each such nominee been nominated by the Board of Trustees of the Trust. In addition, the Shareholder making such nomination shall promptly provide any other information reasonably requested by the Trust. (e) Each such notice given by a Shareholder to the secretary of the Trust with respect to business proposals to be brought before an annual meeting shall set forth in writing as to each matter: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on the Trust's books, of the Shareholder proposing such business; (iii) the number of Shares which are beneficially owned by the Shareholder; (iv) any material interest of the Shareholder in such business; and (v) all such other information regarding each such matter as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Commission had each such matter been proposed by the Board of Trustees of the Trust. (f) At such annual meeting, the chairperson of the Board, the president of the Trust, in the absence of the chairperson of the Board, or any vice president or other authorized officer of the Trust, in the absence of the president, may, if the facts warrant, determine and declare to such meeting that a nomination or proposal was not made in accordance with the foregoing procedure, and, if he should so determine, he shall so declare to the meeting, and the defective nomination or proposal shall be disregarded and laid over for action at the next succeeding annual meeting of the Shareholders taking place thirty days or more thereafter. This provision shall not require the holding of any adjourned meeting of Shareholders for the purpose of considering such defective nomination or proposal. Section 3. NOTICE OF SHAREHOLDERS' MEETING. Notice of any meeting of Shareholders shall be given to each Shareholder entitled to vote at such meeting in accordance with Section 4 of this Article II not less than ten (10) nor more than one hundred twenty (120) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting, and (ii) in the case of a special meeting or to the extent required by the 1940 Act, in the case of an annual meeting, the purpose or purposes thereof. The notice of any meeting at which Trustees are to be elected also shall include the name of any nominee or nominees who are intended to be presented for election. Section 4. MANNER OF GIVING NOTICE. Notice of any meeting of Shareholders shall be given either personally or by United States mail, courier, cablegram, telegram, facsimile or electronic mail, or other form of communication permitted by then current law, charges prepaid, addressed to the Shareholder or to the group of shareholders at the same address as may be permitted pursuant to applicable laws, or as Shareholders may otherwise consent, at the address of that Shareholder appearing on the books of the Trust or its transfer or similar agent or provided in writing by the Shareholder to the Trust for the purpose of notice. Notice shall be deemed to have been duly given when delivered personally, deposited in the United States mail or with a courier, or sent by cablegram, telegram, facsimile or electronic mail. If no address of a Shareholder appears on the Trust's books or has been provided in writing by a Shareholder, notice shall be deemed to have been duly given without a mailing, or substantial equivalent thereof, if such notice shall be available to the Shareholder on written demand of the Shareholder at the offices of the Trust. If any notice addressed to a Shareholder at the address of that Shareholder appearing on the books of the Trust or that has been provided in writing by that Shareholder to the Trust for the purpose of notice, is returned to the Trust marked to indicate that the notice to the Shareholder cannot be delivered at that address, all future notices or reports shall be deemed to have been duly given without further mailing, or substantial equivalent thereof, if such notices shall be available to the Shareholder on written demand of the Shareholder at the offices of the Trust. Section 5. ADJOURNED MEETING; NOTICE. Any Shareholders' meeting, whether or not a quorum is present, may be adjourned from time to time for any reason whatsoever by vote of the holders of Shares entitled to vote holding not less than a majority of the Shares present in person or by proxy at the meeting, or by the chairperson of the Board, the president of the Trust, in the absence of the chairperson of the Board, or any vice president or other authorized officer of the Trust, in the absence of the president. Any adjournment may be made with respect to any business which might have been transacted at such meeting and any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the Shareholders' meeting prior to adjournment. When any Shareholders' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless after the adjournment, a new record date is fixed for the adjourned meeting, or unless the adjournment is for more than thirty (30) days after the date of the original meeting, in which case, notice shall be given to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article II. At any adjourned meeting, any business may be transacted that might have been transacted at the original meeting. Section 6. VOTING. (a) The Shareholders entitled to vote at any meeting of Shareholders and the Shareholder vote required to take action shall be determined in accordance with the provisions of the Declaration of Trust. Unless determined by the inspector of the meeting to be advisable, the vote on any question need not be by written ballot. (b) Unless otherwise determined by the Board at the time it approves an action to be submitted to the Shareholders for approval, Shareholder approval of an action shall remain in effect until such time as the approved action is implemented or the Shareholders vote to the contrary. Notwithstanding the foregoing, an agreement of merger or consolidation may be terminated or amended notwithstanding prior approval if so authorized by such agreement of merger or consolidation pursuant to Section 3815 of the DBTA. Section 7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. Attendance by a Shareholder, in person or by proxy, at a meeting shall constitute a waiver of notice of that meeting with respect to that Shareholder, except when the Shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Whenever notice of a Shareholders' meeting is required to be given to a Shareholder under the Declaration of Trust or these By-Laws, a written waiver thereof, executed before or after the time notice is required to be given, by such Shareholder or his or her attorney thereunto authorized, shall be deemed equivalent to such notice. The waiver of notice need not specify the purpose of, or the business to be transacted at, the meeting. Section 8. PROXIES. Every Shareholder entitled to vote for Trustees or on any other matter that may properly come before the meeting shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by the Shareholder and filed with the secretary of the Trust; PROVIDED, that an alternative to the execution of a written proxy may be permitted as described in the next paragraph of this Section 8. A proxy shall be deemed executed if the Shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder's attorney-in-fact. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless revoked by the Shareholder executing it, or using one of the permitted alternatives to execution, described in the next paragraph, by a written notice delivered to the secretary of the Trust prior to the exercise of the proxy or by the Shareholder's attendance and vote in person at the meeting; PROVIDED, HOWEVER, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise expressly provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the General Corporation Law of the State of Delaware. With respect to any Shareholders' meeting, the Board, or, in case the Board does not act, the president, any vice president or the secretary, may permit proxies by any electronic, telephonic, computerized, telecommunications or other reasonable alternative to the execution of a written instrument authorizing the holder of the proxy to act. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed, or a permitted alternative to execution is used, by any one of them unless, at or prior to the exercise of the proxy, the secretary of the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest with the challenger. Section 9. INSPECTORS. Before any meeting of Shareholders, the chairperson of the Board, or in the absence of the chairperson of the Board, the president of the Trust, or in the absence of the president, any vice president or other authorized officer of the Trust, may appoint any person other than nominees for office to act as inspector at the meeting or any adjournment. If any person appointed as inspector fails to appear or fails or refuses to act, the chairperson of the Board, or in the absence of the chairperson of the Board, the president of the Trust, or in the absence of the president, any vice president or other authorized officer of the Trust, shall appoint a person to fill the vacancy. Such appointments may be made by such officers in person or by telephone. The inspector shall: (a) determine the number of Shares and the voting power of each, the Shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies; (b) receive votes or ballots; (c) hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) count and tabulate all votes; (e) determine when the polls shall close; (f) determine the result of voting; and (g) do any other acts that may be proper to conduct the election or vote with fairness to all Shareholders. ARTICLE III TRUSTEES Section 1. VACANCIES. Whenever a vacancy in the Board shall occur (by reason of death, resignation, removal, an increase in the authorized number of Trustees or other cause), until such vacancy is filled as provided herein or the number of authorized Trustees constituting the Board of Trustees is decreased pursuant to Article IV, Section 1 of the Declaration of Trust, the Trustee(s) then in office, regardless of the number and even if less than a quorum, shall have all the powers granted to the Board and shall discharge all the duties imposed upon the Board by the Declaration of Trust and these By-Laws as though such number constitutes the entire Board. Vacancies in any class of Trustees may be filled by not less than a majority vote of the Trustee(s) then in office, regardless of the number and even if less than a quorum, unless a special meeting of Shareholders is called for the purpose of filling such vacancies, in which case, such vacancies shall be filled in the same manner as an election of Trustees. A Trustee chosen to fill a vacancy shall hold office until the next election of the relevant class for which such Trustee shall have been chosen when such Trustee's successor is duly elected and qualified, unless prior thereto such Trustee for any reason ceases to serve as Trustee. In the event that all Trustee offices become vacant, an authorized officer of the Investment Adviser shall serve as the sole remaining Trustee effective upon the vacancy in the office of the last Trustee, subject to the provisions of the 1940 Act. In such case, the Investment Adviser, as the sole remaining Trustee, shall, as soon as practicable, fill all of the vacancies on the Board; provided, however, that the percentage of Trustees who are not Interested Persons of the Trust shall be no less than that permitted by the 1940 Act. Thereupon, the Investment Adviser shall resign as Trustee and a special meeting of the Shareholders shall be called, as required by the 1940 Act, for the election of three (3) classes of Trustees as though such meeting were the first annual meeting of the Shareholders. Section 2. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of the Board may be held at any place within or outside the State of Delaware that is designated from time to time by the Board, the chairperson of the Board, or in the absence of the chairperson of the Board, the president of the Trust, or in the absence of the president, any vice president or other authorized officer of the Trust. In the absence of such a designation, regular meetings shall be held at the offices of the Trust. Any meeting, regular or special, may be held, with respect to one or more participating Trustees, by conference telephone or similar communication equipment, so long as all Trustees participating in the meeting can hear one another, and all such Trustees shall be deemed to be present in person at such meeting. Section 3. REGULAR MEETINGS. Regular meetings of the Board shall be held at such time and place as shall from time to time be fixed by the Board, the chairperson of the Board, or in the absence of the chairperson of the Board, the president of the Trust, or in the absence of the president, any vice president or other authorized officer of the Trust. Regular meetings may be held without notice. Section 4. SPECIAL MEETINGS. Special meetings of the Board for any purpose or purposes may be called at any time by any Trustee, the chairperson of the Board, or in the absence of the chairperson of the Board, the president of the Trust, or in the absence of the president, any vice president or other authorized officer of the Trust. Notice of the purpose, time and place of special meetings (or of the time and place for each regular meeting for which notice is given) shall be given personally, sent by first-class mail, courier, cablegram or telegram, charges prepaid, or by facsimile or electronic mail, addressed to each Trustee at that Trustee's address as has been provided to the Trust for purposes of notice. In case the notice is mailed, it shall be deemed to be duly given if deposited in the United States mail at least seven (7) days before the time the meeting is to be held. In case the notice is given personally or is given by courier, cablegram, telegram, facsimile or electronic mail, it shall be deemed to be duly given if delivered at least twenty-four (24) hours before the time of the holding of the meeting. The notice need not specify the place of the meeting if the meeting is to be held at the offices of the Trust. Section 5. WAIVER OF NOTICE. Whenever notice is required to be given to a Trustee under this Article, a written waiver of notice signed by the Trustee, whether before or after the time notice is required to be given, shall be deemed equivalent to notice. The waiver of notice need not specify the purpose of, or the business to be transacted at, the meeting. All such waivers shall be filed with the records of the Trust or made a part of the minutes of the meeting. Attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except when the Trustee attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Section 6. ADJOURNMENT. A majority of the Trustees present at a meeting of the Board, whether or not a quorum is present, may adjourn such meeting to another time and place. Any adjournment will not delay or otherwise affect the effectiveness and validity of any business transacted at the meeting prior to adjournment. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Section 7. NOTICE OF ADJOURNMENT. Notice of the time and place of an adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than thirty (30) days after the date of the original meeting, notice of the adjourned meeting shall be given to each Trustee. Section 8. COMPENSATION OF TRUSTEES. Trustees may receive from the Trust reasonable compensation for their services and reimbursement of reasonable expenses as may be determined by the Board. This Section 8 shall not be construed to preclude any Trustee from serving the Trust in any other capacity as an officer, agent, employee, or otherwise and receiving compensation and reimbursement of expenses for those services. ARTICLE IV COMMITTEES Section 1. COMMITTEES OF TRUSTEES. The Board may, by majority vote, designate one or more committees of the Board, each consisting of two (2) or more Trustees, to serve at the pleasure of the Board. The Board may, by majority vote, designate one or more Trustees as alternate members of any such committee who may replace any absent member at any meeting of the committee. Any such committee, to the extent provided by the Board, shall have the authority of the Board, except with respect to: (a) the approval of any action which under the Declaration of Trust, these By-Laws or applicable law also requires Shareholder approval or requires approval by a majority of the entire Board or certain members of the Board; (b) the filling of vacancies on the Board or on any committee thereof; provided however, that such committee may nominate Trustees to fill such vacancies, subject to the Trust's compliance with the rules under the 1940 Act upon which the Trust relies that require that: (i) a majority of the Trustees not be "interested persons" ("disinterested Trustees"); (ii) Trustees that are disinterested Trustees be selected and nominated by disinterested Trustees then in office; and (iii) legal counsel, if any, of the disinterested Trustees be independent. (c) the amendment, restatement or repeal of the Declaration of Trust or these By-Laws or the adoption of a new Declaration of Trust or new By-Laws; (d) the amendment or repeal of any resolution of the Board; or (e) the designation of any other committee of the Board or the members of such committee. Section 2. MEETINGS AND ACTION OF BOARD COMMITTEES. Meetings and actions of any committee of the Board shall, to the extent applicable, be held and taken in the manner provided in Article IV of the Declaration of Trust and Article III of these By-Laws, with such changes in the context thereof as are necessary to substitute the committee and its members for the Board and its members, except that the time of regular meetings of any committee may be determined either by the Board or by the committee. Special meetings of any committee may also be called by resolution of the Board or such committee, and notice of special meetings of any committee shall also be given to all alternate members who shall have the right to attend all meetings of the committee. The Board may from time to time adopt other rules for the governance of any committee. Section 3. ADVISORY COMMITTEES. The Board may appoint one or more advisory committees comprised of such number of individuals appointed by the Board who may meet at such time, place and upon such notice, if any, as determined by the Board. Such advisory committees shall have no power to require the Trust to take any specific action. ARTICLE V OFFICERS Section 1. OFFICERS. The officers of the Trust shall be a president, a secretary, and a treasurer. The Trust may also have, at the discretion of the Board, a chairperson of the Board, one or more vice presidents, one or more assistant vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers, who shall have such authority and perform such duties as are provided in the Declaration of Trust, these By-Laws or as the Board, or to the extent permitted by the Board, as the president, may from time to time determine. Any number of offices may be held by the same person, except the offices of president and vice president. Section 2. APPOINTMENT OF OFFICERS. The officers of the Trust shall be appointed by the Board, or to the extent permitted by the Board, by the president, and each shall serve at the pleasure of the Board, or to the extent permitted by the Board, at the pleasure of the president, subject to the rights, if any, of an officer under any contract of employment. Section 3. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board at any regular or special meeting of the Board, or, to the extent permitted by the Board, by the president. Any officer may resign at any time by giving written notice to the Trust. Such resignation shall take effect upon receipt unless specified to be effective at some later time and unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party. Section 4. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, incapacity or other cause shall be filled in the manner prescribed in these By-Laws for regular appointment to that office. Section 5. CHAIRPERSON OF THE BOARD. The chairperson of the Board shall preside at all meetings of the Shareholders and at all meetings of the Board and shall have such other powers and duties as may be prescribed by the Board, as provided in the Declaration of Trust or these By-Laws. In the absence of the chairperson of the Board, the president of the Trust, or in the absence of the president, any vice president or other authorized officer of the Trust designated by the president, shall preside at all meetings of the Shareholders and at all meetings of the Board. Section 6. PRESIDENT. The president shall, subject to the control of the Board, have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Board, as provided in the Declaration of Trust or these By-Laws. Section 7. VICE PRESIDENTS. In the absence, resignation, removal, incapacity or death of the president, the vice presidents, if any, in order of their rank as fixed by the Board or if not ranked, a vice president designated by the Board, shall exercise all the powers and perform all the duties of, and be subject to all the restrictions upon, the president until the president's return, his incapacity ceases or a new president is appointed. Each vice president shall have such other powers and perform such other duties as from time to time may be prescribed by the Board or the president, or as provided in the Declaration of Trust or these By-Laws. Section 8. SECRETARY. The secretary shall keep or cause to be kept at the offices of the Trust or such other place as the Board may direct a book of minutes of all meetings and actions (including consents) of the Board, committees of the Board and Shareholders. The secretary shall keep a record of the time and place of such meetings, whether annual or special, and if special, how such meeting was authorized, the notice given, the names of those present at Board meetings or committee meetings, the number of Shares present or represented by proxy at Shareholders' meetings, and the proceedings. The secretary shall cause to be kept at the offices of the Trust or at the office of the Trust's transfer or similar agent, a share register or a duplicate share register showing the names of all Shareholders and their addresses, the number of Shares held by each, the number and date of certificates, if any, issued for such Shares and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Board required by the Declaration of Trust, these By-Laws or by applicable law to be given and shall have such other powers and perform such other duties as may be prescribed by the Board or the president of the Trust, or as provided in the Declaration of Trust or these By-Laws. Section 9. TREASURER. The treasurer shall be the chief financial officer of the Trust and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Trust, including accounts of assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and Shares. All books shall be kept in accordance with the Declaration of Trust and these By-Laws. The treasurer shall deposit all monies and other valuables in the name and to the credit of the Trust with such depositories as may be designated by the Board. He shall disburse the funds of the Trust as may be ordered by the Board, shall render to the president of the Trust and the Board, whenever either requests it, an account of all of his transactions as chief financial officer and of the financial condition of the Trust, and shall have such other powers and perform such other duties as may be prescribed by the Board and as provided in the Declaration of Trust or these By-Laws. ARTICLE VI RECORDS AND REPORTS Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The Trust shall keep at its offices or at the office of its transfer or similar agent, records of its Shareholders, that provide the names and addresses of all Shareholders and the number of Shares held by each Shareholder. Such records may be inspected during the Trust's regular business hours by any Shareholder, or its duly authorized representative, upon reasonable written demand to the Trust, for any purpose reasonably related to such Shareholder's interest as a Shareholder. Section 2. MAINTENANCE AND INSPECTION OF DECLARATION OF TRUST AND BY-LAWS. The Trust shall keep at its offices the original or a copy of the Declaration of Trust and these By-Laws, as amended or restated from time to time, where they may be inspected during the Trust's regular business hours by any Shareholder, or its duly authorized representative, upon reasonable written demand to the Trust, for any purpose reasonably related to such Shareholder's interest as a Shareholder. Section 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The accounting books and records and minutes of proceedings of the Shareholders, the Board, any committee of the Board or any advisory committee shall be kept at such place or places designated by the Board or, in the absence of such designation, at the offices of the Trust. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. If information is requested by a Shareholder, the Board, or, in case the Board does not act, the president, any vice president or the secretary, shall establish reasonable standards governing, without limitation, the information and documents to be furnished and the time and the location, if appropriate, of furnishing such information and documents. Costs of providing such information and documents shall be borne by the requesting Shareholder. The Trust shall be entitled to reimbursement for its direct, out-of-pocket expenses incurred in declining unreasonable requests (in whole or in part) for information or documents. The Board, or, in case the Board does not act, the president, any vice president or the secretary, may keep confidential from Shareholders for such period of time as the Board or such officer, as applicable, deems reasonable any information that the Board or such officer, as applicable, reasonably believes to be in the nature of trade secrets or other information that the Board or such officer, as the case may be, in good faith believes would not be in the best interests of the Trust to disclose or that could damage the Trust or its business or that the Trust is required by law or by agreement with a third party to keep confidential. Section 4.INSPECTION BY TRUSTEES. Every Trustee shall have the absolute right during the Trust's regular business hours to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. ARTICLE VII GENERAL MATTERS Section 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Trust shall be signed or endorsed by such person or persons and in such manner as the Board from time to time shall determine. Section 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board, except as otherwise provided in the Declaration of Trust and these By-Laws, may authorize any officer or officers or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust and this authority may be general or confined to specific instances. Section 3. CERTIFICATES FOR SHARES. A certificate or certificates for Shares may be issued to Shareholders at the discretion of the Board. All certificates shall be signed in the name of the Trust by the chairperson of the Board or the Trust's president or vice president, and by the Trust's treasurer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of Shares owned by the Shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer or transfer or similar agent who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be such officer or transfer or similar agent before such certificate is issued, it may be issued by the Trust with the same effect as if such person were an officer or transfer or similar agent at the date of issue. Notwithstanding the foregoing, the Trust may adopt and use a system of issuance, recordation and transfer of its shares by electronic or other means. Section 4. LOST CERTIFICATES. Except as provided in this Section 4, no new certificates for Shares shall be issued to replace an old certificate unless the latter is surrendered to the Trust and cancelled at the same time. The Board may, in case any Share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including a provision for indemnification of the Board and the Trust secured by a bond or other adequate security sufficient to protect the Trust and the Board against any claim that may be made against either, including any expense or liability on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate. Section 5.REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST. The chairperson of the Board, the Trust's president or any vice president or any other person authorized by the Board or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Trust any and all shares of any corporation, partnership, trust, or other entity, foreign or domestic, standing in the name of the Trust. The authority granted may be exercised in person or by a proxy duly executed by such authorized person. Section 6. TRANSFERS OF SHARES. Shares are transferable, if authorized by the Declaration of Trust, only on the record books of the Trust by the Person in whose name such Shares are registered, or by his or her duly authorized attorney-in-fact or representative. Shares represented by certificates shall be transferred on the books of the Trust upon surrender for cancellation of certificates for the same number of Shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Trust or its agents may reasonably require. Upon receipt of proper transfer instructions from the registered owner of uncertificated Shares such uncertificated Shares shall be cancelled and issuance of new equivalent uncertificated Shares or certificated Shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Trust. The Trust, its transfer agent or other duly authorized agents may refuse any requested transfer of Shares, or request additional evidence of authority to safeguard the assets or interests of the Trust or of its Shareholders, in their sole discretion. In all cases of transfer by an attorney-in-fact, the original power of attorney, or an official copy thereof duly certified, shall be deposited and remain with the Trust, its transfer agent or other duly authorized agent. In case of transfers by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be presented to the Trust, its transfer agent or other duly authorized agent, and may be required to be deposited and remain with the Trust, its transfer agent or other duly authorized agent. Section 7. HOLDERS OF RECORD. The record books of the Trust as kept by the Trust, its transfer agent or other duly authorized agent, as the case may be, shall be conclusive as to the identity of the Shareholders of the Trust and as to the number of Shares held from time to time by each such Shareholder. The Trust shall be entitled to treat the holder of record of any Share as the owner thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Share on the part of any other Person, whether or not the Trust shall have express or other notice thereof. Section 8. FISCAL YEAR. The fiscal year of the Trust shall be determined by the Board. Section 9. HEADINGS; REFERENCES. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. Whenever the singular number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other, as applicable. Any references herein to specific sections of the DBTA, the Code or the 1940 Act shall refer to such sections as amended from time to time or any successor sections thereof. Section 10. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS. (a)The provisions of these By-Laws are severable, and if the Board of Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the Declaration of Trust, the 1940 Act, the Code, the DBTA, or with other applicable laws and regulations, the conflicting provision shall be deemed not to have constituted a part of these By-Laws from the time when such provisions became inconsistent with such laws or regulations; PROVIDED, HOWEVER, that such determination shall not affect any of the remaining provisions of these By-Laws or render invalid or improper any action taken or omitted prior to such determination. (b) If any provision of these By-Laws shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of these By-Laws in any jurisdiction. ARTICLE VIII AMENDMENTS Section 1. AMENDMENT BY SHAREHOLDERS. These By-Laws may be amended, restated or repealed or new By-Laws may be adopted by the affirmative "vote of a majority of the outstanding voting securities" (as defined herein) of the Trust. Section 2. AMENDMENT BY TRUSTEES. These By-Laws may also be amended, restated or repealed or new By-Laws may be adopted by the Board, by a vote of the Board as set forth in Article IV, Section 3(c) of the Declaration of Trust. Section 3. OTHER AMENDMENT. Subject to the 1940 Act, these By-Laws may also be amended pursuant to Article VIII, Section 3(a) of the Declaration of Trust and Section 3815(f) of the DBTA. -----END PRIVACY-ENHANCED MESSAGE-----