Series

KRS tit. XXXIII, ch. 386A, subch. 4

in effect

KRS 386A.4-010 Series

386A.4-010. Series (1) If a statutory trust complies with KRS 386A.4-020(2), a governing instrument may establish or provide for the establishment of one (1) or more designated series that: (a) Has separate rights, powers, or duties with respect to specified property or obligations or profits and losses associated with specified property or obligations; or (b) Has a separate purpose or investment objective. (2) A series of a statutory trust is to the degree provided in subsection (4) of this section an entity separate from the statutory trust. (3) A series of a statutory trust may have a separate purpose from the trust or any other series thereof if the purpose of the series is: (a) Permitted by KRS 386A.3-030; and (b) Not outside the purpose of the trust. (4) Unless otherwise provided in the governing instrument, a series established in accordance with subsection (1) of this section shall have the power and capacity to, in its own name, contract, hold title to real, personal, and intangible assets, grant liens and security interests, and sue and be sued. (5) The registered agent and registered office of a statutory trust that is a series trust shall be the registered agent and registered office of each series thereof. (6) The governing instrument may provide that one (1) or more trustees shall be associated with a series, in which case they shall be the trustees discharging the obligations of Subchapter 5 of this chapter as to that series. In the absence of such an association, all trustees of the statutory trust shall be trustees associated with a series. (7) The governing instrument may provide for the means by which beneficial owners are associated with a series. The statutory trust may be associated with a series thereof. In the absence of association as provided in the governing instrument, all beneficial owners of the statutory trust shall be deemed associated with each series. Effective: June 24, 2015 History: Amended 2015 Ky. Acts ch. 34, sec. 61, effective June 24, 2015. -- Created 2012 Ky. Acts ch. 81, sec. 22, effective July 12, 2012.

KRS 386A.4-020 Enforceability of obligations and expenses of series

386A.4-020. Enforceability of obligations and expenses of series (1) Subject to subsection (2) of this section: (a) A debt, liability, obligation, and expense incurred, contracted for, or otherwise existing with respect to a series, whether in its name or as to the property of or associated therewith, shall be enforceable against the assets of or associated with that series only, and shall not be enforceable against the assets of the statutory trust generally or any assets of or associated with other series thereof; and (b) None of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the statutory trust generally or any other series thereof shall be enforceable against the assets of or associated with a series. (2) Subsection (1) of this section applies only if: (a) The records maintained by the statutory trust account for the assets of or associated with that series separately from the other assets of the statutory trust or of or associated with any other series; (b) The governing instrument contains a statement to the effect of the limitations provided in subsection (1) of this section; and (c) The statutory trust's certificate of trust contains a statement that the statutory trust may have one (1) or more series subject to the limitations provided in subsection (1) of this section. (3) The statement of limitation on liabilities of a series required by subsection (2)(c) of this section is sufficient regardless of whether: (a) The statutory trust has established any series under this subchapter when the statement of limitations is contained in the certificate of formation; and (b) The statement of limitations makes reference to any specific series of the statutory trust. (4) If the records are maintained in a manner such that the assets of or associated with a series can be reasonably identified by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any assets, or by any other method in which the identity of the assets can be objectively determined, the records are considered to satisfy the requirements of subsection (2)(a) of this section. (5) The association, disassociation, or reassociation of property of a statutory trust or a series thereof to or with the trust or a series thereof is deemed to be a transfer between separate persons under the laws of Kentucky governing fraudulent transfers. (6) A distribution by a series shall be made to the beneficial owners associated with the series. Effective: June 24, 2015 History: Amended 2015 Ky. Acts ch. 34, sec. 63, effective June 24, 2015. -- Created 2012 Ky. Acts ch. 81, sec. 23, effective July 12, 2012.

KRS 386A.4-030 Title to assets of or associated with a series

386A.4-030. Title to assets of or associated with a series Assets of or associated with a series may be held directly or indirectly, including in the name of the series, in the name of the statutory trust, through a nominee, or otherwise. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 24, effective July 12, 2012.

KRS 386A.4-040 Effect of dissociation from a series

386A.4-040. Effect of dissociation from a series (1) A person who ceases to be a beneficial owner of a statutory trust shall cease to be associated, as a beneficial owner, with any series thereof. (2) A trustee who ceases to be a trustee of a statutory trust shall cease to be associated, as a trustee, with any series thereof. (3) A beneficial owner or trustee associated with a series shall have such right to cease being associated with a series as is provided in the governing instrument. (4) A person who has dissociated as a beneficial owner associated with a series shall have no right to participate in the activities and affairs of that series and is entitled only to receive the distributions to which that beneficial owner was entitled through the date of dissociation. (5) A person's dissociation as a beneficial owner associated with a series does not of itself discharge the person from any debt, obligation, or liability to that series, the statutory trust, or the other beneficial owners that the person incurred while a beneficial owner associated with that series. (6) A beneficial owner's dissociation from a series does not of itself cause the beneficial owner to dissociate from any other series or, unless the dissociated beneficial owner was the last remaining beneficial owner associated with the series, require the winding up of the series. (7) A beneficial owner's dissociation from a series does not of itself cause the beneficial owner to dissociate from the statutory trust. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 25, effective July 12, 2012.

KRS 386A.4-050 Dissolution and winding up of a series

386A.4-050. Dissolution and winding up of a series (1) A series may be dissolved and its activities and affairs may be wound up without causing the dissolution of the statutory trust. (2) The dissolution and winding up of a series does not abate, suspend, or otherwise affect the application of KRS 386A.3-040. (3) The dissolution and winding up of a series does not abate, suspend, or otherwise affect the application of KRS 386A.4-020(1). Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 26, effective July 12, 2012.

KRS 386A.4-060 Events requiring dissolution of a series

386A.4-060. Events requiring dissolution of a series (1) A series shall be dissolved, and it shall commence to wind up its activities and affairs, upon the first to occur of the following: (a) The dissolution of the statutory trust; (b) An event or circumstance that the governing instrument states causes dissolution of the series; (c) Except as otherwise provided in the governing instrument, the consent of all of the beneficial owners associated with the series; (d) The passage of ninety (90) days after the occurrence of the dissociation of the last remaining beneficial owner associated with the series; or (e) On application by a beneficial owner associated with the series, the entry by the appropriate court of an order dissolving the series on the grounds that it is not reasonably practicable to carry on the series's activities in conformity with the governing instrument. (2) The date of dissolution of a series shall be: (a) The date of dissolution of the statutory trust; (b) The effective date of the event or circumstance that the governing instrument states causes dissolution; (c) The effective date of the consent of the beneficial owners; (d) The ninety-first day after the dissociation of the last beneficial owner associated with the series; or (e) The effective date of the decree of dissolution issued by an appropriate court. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 27, effective July 12, 2012.

KRS 386A.4-070 Effect of dissolution of a series

386A.4-070. Effect of dissolution of a series (1) A dissolved series continues its existence as a series, but may not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs, including: (a) Collecting the assets of or associated with the series; (b) Disposing of the assets of or associated with the series that will not be distributed in kind to beneficial owners associated with the series or the statutory trust; (c) Discharging or making provision for discharging the liabilities of or associated with the series or the assets of or associated therewith, including entering into new agreements with creditors having claims on assets of or associated with the series for the satisfaction thereof; (d) Distributing the remaining property of or associated with the series in accordance with KRS 386A.4-110; and (e) Doing every other act necessary to wind up and liquidate the series's activities and affairs. (2) Except as otherwise provided in the governing instrument, dissolution of a series shall not: (a) Transfer title to the property of or associated with the series; (b) Prevent transfer of a beneficial interest associated with a series; (c) Subject its trustees associated with the series to standards of conduct different from those applicable prior to the dissolution; or (d) Amend the governing instrument or terminate contribution obligations existing thereunder. (3) Dissolution of a series does not: (a) Prevent the commencement of a proceeding by or against the series in the series's name; (b) Abate or suspend a proceeding by or against the series pending on the effective date of dissolution; (c) Transfer title to property of or associated with the series; or (d) Terminate, as to the series, the authority of the registered agent of the statutory trust. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 28, effective July 12, 2012.

KRS 386A.4-080 Right to wind up business and activities of a series

386A.4-080. Right to wind up business and activities of a series (1) Subject to subsection (2) of this section, after dissolution of a series, the trustees associated with the series, if any, and if none, the trustees of the statutory trust, shall wind up the series's activities. (2) The appropriate court may order judicial supervision of the winding up of a dissolved series, including the appointment of a person to wind up the series's activities: (a) On application of a beneficial owner associated with the series, if the applicant establishes good cause; or (b) In connection with a proceeding under KRS 386A.4-060(1)(e). Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 29, effective July 12, 2012.

KRS 386A.4-090 Known claims against dissolved series

386A.4-090. Known claims against dissolved series (1) Upon dissolution pursuant to KRS 386A.4-060(1)(b), (c), (d), or (e), a series of a statutory trust shall dispose of the known claims against the property of or associated with it by following the procedures described in this section. (2) The series shall notify its known claimants in writing of its dissolution at any time after the effective date of dissolution. The written notice shall: (a) Identify the series by such name or names as it used in transacting business and the name of the statutory trust; (b) Describe information that must be included in a claim; (c) Provide a mailing address where a claim may be sent; (d) State the deadline, which may not be fewer than one hundred twenty (120) days after the date of the written notice, by which the series must receive the claim; and (e) State that the claim will be barred if not received by the deadline. (3) A claim against a series shall be barred: (a) If a claimant who is given written notice under subsection (2) of this section does not deliver the claim to the series by the deadline; or (b) If a claimant whose claim was rejected by the series does not commence a proceeding to enforce the claim within ninety (90) days after the date of the rejection notice. (4) For purposes of this section, "claim" shall not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 30, effective July 12, 2012.

KRS 386A.4-100 Other claims against dissolved series

386A.4-100. Other claims against dissolved series (1) A dissolved series shall publish notice of its dissolution pursuant to this section. (2) The notice shall: (a) Be published once in a newspaper of general circulation in the county where the statutory trust's principal office, or, if none in this Commonwealth, its registered office, is or was last located; (b) Set forth the information required by KRS 386A.4-090(2)(a), (b), or (c); and (c) State that the claim will be barred unless a proceeding to enforce the claim is commenced within two (2) years after the publication of the notice. (3) If the dissolved series publishes a newspaper notice in accordance with subsection (2) of this section, the claim of each of the following claimants shall be barred unless the claimant commences a proceeding to enforce the claim against the series within two (2) years after the publication date of the newspaper notice: (a) A claimant who did not receive written notice under KRS 386A.4-090; (b) A claimant whose claim was timely sent to the series but not rejected; and (c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. (4) A claim may be enforced under this section: (a) Against the series, to the extent of the assets of or associated with the series that remain undistributed; and (b) To the extent of the assets of or associated with the series that have been distributed in liquidation, against a beneficial owner or the statutory trust to the extent of a pro rata share of the claim, but the total liability of a beneficial owner for all claims under this section shall not exceed the total assets of or associated with the series distributed in liquidation to the beneficial owner. (5) A dissolved series that published a notice under this section may file an application with the appropriate court for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved series or that are based on an event occurring after the effective date of the dissolution of the series but that, based on the facts known to the dissolved series, are reasonably estimated to arise after the effective date of the dissolution of the series. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (3) of this section. (6) Within ten (10) days after the filing of the application provided for in subsection (5) of this section, notice of the proceeding shall be given by the dissolved series to each potential claimant as described in KRS 386A.4-090(2). (7) The appropriate court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section, including those claimants whose claims are contingent or based upon an event occurring after the effective date of dissolution. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved series. (8) Provision by the dissolved series for security in the amount and form ordered by the appropriate court under subsection (5) of this section shall satisfy the dissolved series's obligation with respect to claims that are contingent, have not been made known to the dissolved series, or are based on an event occurring after the effective date of the dissolution of the series, and those claims may not be enforced against a beneficial owner to whom assets of or associated with a dissolved series have been distributed. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 31, effective July 12, 2012.

KRS 386A.4-110 Application of assets in winding up of series' activities

386A.4-110. Application of assets in winding up of series' activities Upon the winding up of a series, the assets of or associated with the series shall be distributed as follows: (1) First, payment or adequate provisions for payment shall be made to creditors, including, to the extent permitted by law, beneficial owners who are creditors, in satisfaction of liabilities of the series or associated with the properties of or associated with the series; (2) Second, unless otherwise provided in the governing instrument, to beneficial owners in satisfaction of liabilities for distributions declared but unpaid; and (3) Third, unless otherwise provided in the governing instrument, to beneficial owners in proportion to their respective rights to share in distributions from the series prior to dissolution. Effective: July 12, 2012 History: Created 2012 Ky. Acts ch. 81, sec. 32, effective July 12, 2012.

Source: Kentucky Legislative Research Commission (legislature.ky.gov)URL: https://apps.legislature.ky.gov/law/statutes/chapter.aspx?id=41160Fetched: 10/20/2026