06-20-07 FPAC Minutes - Laserfiche WebLink

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• Shares of each Fund are of the same class. Each Fund share has equal rights with respect to dividends and distributions of such Fund The shares have no preference, conversion, exchange, or preemptive rights. For all matters requiring a vote of Participants, each Participant is entitled to one vote with respect to each matter,without regard to the number of shares held by the Participant. It is not necessary for a Participant to hold any minimum number of shares to be entitled to vote. Separate votes are taken by each Fund except with respect to matters pertaining to the Trust as a whole,in which case Participants vote together, irrespective of the Fund in which such Participant participates. Shares have non- cumulative voting rights. No shares may be transferred to any person other than the respective Fund's portfolios from which it originated at the time of withdrawal of monies by a Participant. Participant Liability. The Declaration of Trust provides that Participants shall not be subject to any individual liability for the acts or obligations of the Trust and provides that every written undertaking made by the Trust shall contain a provision that such undertaking is not binding upon any of the Participants individually. In the opinion of the Board of Trustees,no individual liability will attach to the Participants under any undertaking containing such a provision. The Trustees intend to conduct the operations of the Trust and each Fund, with advice of counsel, in such a way as to avoid ultimate liability of the Participants for liabilities of the Trust or any Fund. Responsibility of Trustees,Officers and Agents. No Trustee,officer,employee,or agent of the Trust is individually liable to the Trust or any Fund, a Participant, an officer, an employee or an agent of • the Trust for any action or failure to act unless it is taken or omitted in bad faith or constitutes willful misfeasance, reckless disregard of duty, or gross negligence. All third parties shall look solely to the property of the applicable Fund for the satisfaction of claims arising in connection with the affairs of the Fund. The Trust will indemnify each Trustee, officer, employee, or agent of the Trust designated by the Trustees to receive such indemnification to the extent permitted by law, against all claims and liabilities to which they may become subject by reason of serving in such capacities for the Trust, except in certain circumstances set forth in the Declaration of Trust. Termination of the Declaration of Trust. Either or both Funds and/or the Trust may be terminated by the affirmative vote of a majority of the Trustees and consented to by a majority of the Participants entitled to vote. Upon the termination of any Fund or the Trust, and after paying or adequately providing for the payment of all of the Fund's or Trust's (as applicable) liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining Fund or Trust property, in cash or in kind,or partly in cash and partly in kind, among the Participants according to their respective proportionate beneficial interests. Amendment of the Declaration of Trust. The Declaration of Trust may be amended by the affirmative vote of a majority of the Participants entitled to vote or by an instrument in writing, signed by a majority of the Trustees and consented to by not less than a majority of the Participants entitled to vote. The Trustees may, from time to time, by a two-thirds vote of the Trustees, and after fifteen days prior written notice to the Participants, amend the Declaration of Trust without the vote or consent of the Participants,to the extent they deem necessary to conform the Declaration of Trust to the requirements of applicable laws or regulations,or any interpretation thereof by a court or other governmental agency,but the Trustees shall not be liable for failing to do so. • -12-