Exhibit 3.02
AMENDED AND RESTATED
DECLARATION AND AGREEMENT OF TRUST
OF
JWH GLOBAL TRUST
THIS Amended and Restated Declaration and Agreement of Trust of JWH
Global Trust, dated as of January 29, 1997 (this "Agreement"), is entered into
by and among CIS Investments, Inc, a Delaware corporation, as managing owner
(the "Managing Owner"), Wilmington Trust Company, a Delaware banking
corporation, as trustee (the "Trustee") and the persons named and whose
signatures appear in Exhibit A hereto, each as an initial beneficial owner of
the Trust (the "Initial Beneficial Owners"). The Managing Owner, the Trustee
and the Initial Beneficial Owners hereby agree as follows:
1. NAME. The name of the trust heretofore formed and hereby is
continued is JWH Global Trust (the "Trust").
2. CONTINUATION OF TRUST. The Trustee hereby acknowledges that the
Trust has received the sum of $183 in an account in the name of the Trust from
the Managing Owner as a grantor of the Trust, and $43 from each Initial
Beneficial Owner, as a grantor of the Trust, all of which amounts shall
constitute the initial trust estate. The Trustee hereby declares that the trust
estate will be held in trust for the Managing Owner and the Initial Beneficial
Owners. 18.3 percent of the initial trust estate shall be held in trust for the
Managing Owner. 81.7 percent of the initial trust estate shall be held in trust
for the Initial Beneficial Owners. It is the intention of the parties hereto
that the Trust continued hereby constitute a business trust under Chapter 38 of
Title 12 of the Delaware Code, 12 DEL. C. Section 3801, ET SEQ., as amended from
time to time (the "Act"), and that this document constitute the governing
instrument of the Trust. The parties hereto agree that this Agreement shall
replace the Declaration and Agremeent of Trust of the Trust (which was
originally names "JWH Global Portfolio Trust") dated as of November 12, 1996
(the "Initial Agreement") and that the Initial Agreement shall no longer have
any force or effect. The Trustee is hereby authorized and directed to file a
certificate of amendment of certificate of trust of the Trust with the Delaware
Secretary of State in connection with this Agreement.
3. WITHDRAWAL OF INITIAL BENEFICIAL OWNER. Upon the admission of
additional beneficial owners, the Initial Beneficial Owners will withdraw.
4. POWERS OF THE MANAGING OWNERS AND THE TRUSTEE. The duty and
authority of the Trustee to manage the business and affairs of the Trust is
hereby delegated to the Managing Owner. The Trustee shall have only the rights,
obligations and liabilities specifically provided for herein and in the Act and
shall have no implied rights, obligations and liabilities with respect to the
business or affairs of the Trust. The Trustee shall not have any duty or
obligation hereunder or
with respect to the activities of the Trust or the trust estate, except as
otherwise required by applicable law.
5. POWER TO RESIGN. The Trustee may resign at any time by 15 days'
notice in writing delivered to the Trust.
6. INDEMNIFICATION. The Managing Owner shall indemnify and hold
harmless the Trustee, its affiliates and all officers, directors, stockholders,
employees, representatives and agents of the Trustee (each, a "Covered Person"),
from and against any loss, damage or claim imposed on, incurred by or asserted
at any time against such Covered Person in any way relating to or arising out of
this Agreement, the administration of the trust estate or the action or inaction
of such Covered Person hereunder, except that no such Covered Person shall be
entitled to indemnification for losses, damages, or claims arising or resulting
from its own bad faith, willful misconduct, gross negligence or reckless
disregard of its duties and obligations hereunder.
7. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all which shall constitute one in
the same instrument.
8. GOVERNING LAW. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Delaware, all rights
and remedies being governed by such laws.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Declaration and Agreement of Trust as of the date and year first above
written.
CIS INVESTMENTS, INC.,
as Managing Owner
By: /s/ L. Carlton Anderson
--------------------------------
L. Carlton Anderson
Vice President
WILMINGTON TRUST COMPANY,
as Trustee
By: /s/ Joseph B. Feil
--------------------------------
Joseph B. Feil
Financial Services Officer
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EXHIBIT A
NAMES AND SIGNATURES OF INITIAL BENEFICIAL OWNERS
NAME SIGNATURE
Hal T. Hansen /s/ Hal T. Hansen
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NAME SIGNATURE
L. Carlton Anderson /s/ L. Carlton Anderson
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NAME SIGNATURE
Donald J. Zyck /s/ Donald J. Zyck
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NAME SIGNATURE
Jan Waye /s/ Jan Waye
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NAME SIGNATURE
Richard A. Driver /s/ Richard A. Driver
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NAME SIGNATURE
Brian B. Duff, Jr. /s/ Brian B. Duff, Jr.
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NAME SIGNATURE
Ronald L. Davis /s/ Ronald L. Davis
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NAME SIGNATURE
Robert T. Conrardy /s/ Robert T. Conrardy
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NAME SIGNATURE
Jean Faris /s/ Jean Faris
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NAME SIGNATURE
Steven G. Assimos /s/ Steven G. Assimos
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NAME SIGNATURE
Michelle W. Reynolds /s/ Michelle W. Reynolds
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NAME SIGNATURE
Barbara A. Pfendler /s/ Barbara A. Pfendler
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NAME SIGNATURE
Thomas V. Mauro /s/ Thomas V. Mauro
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NAME SIGNATURE
R. Randall Kelsey /s/ R. Randall Kelsey
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NAME SIGNATURE
Charles F. Farra /s/ Charles F. Farra
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NAME SIGNATURE
John D. Carlin /s/ John D. Carlin
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NAME SIGNATURE
Kal Hachem /s/ Kal Hachem
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NAME SIGNATURE
Peter C. Wind /s/ Peter C. Wind
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NAME SIGNATURE
J. M. CONE /s/ J. M. CONE
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