BY-LAWS
OF
X. XXXX PRICE NEW AMERICA GROWTH FUND
(JULY 19, 1985)
ARTICLE 1
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AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE
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1.1
AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject to the
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Master Trust Agreement, as from time to time in effect (the "Master Trust
Agreement"), of X. Xxxx Price New America Growth Fund, the Massachusetts
business trust established by the Master Trust Agreement (the "Trust").
1.2
PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall be
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located in Baltimore, Maryland.
ARTICLE 2
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MEETINGS OF TRUSTEES
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2.1
REGULAR MEETINGS. Regular meetings of the Trustees may be held without call or
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notice at such places and at such times as the Trustees may from time to time
determine, provided that notice of the first regular meeting following any such
determination shall be given to absent Trustees.
2.2
SPECIAL MEETINGS. Special meetings of the Trustees may be held at any time and
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at any place designated in the call of the meeting when called by the Chairman
of the Trustees, the President or the Treasurer or by two or more Trustees,
sufficient notice thereof being given to each Trustee by the Secretary or an
Assistant Secretary or by the officer of the Trustees calling the meeting.
2.3
NOTICE. It shall be sufficient notice to a Trustee of a special meeting to send
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notice by mail at least forty-eight hours or by telegram at least twenty-four
hours before the meeting addressed to the Trustee at his or her usual or last
known business or residence address or to give notice to him or her in person or
by telephone at least twenty-four hours before the meeting. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
or her before or after the meeting, is filed with the records of the meeting, or
to any Trustee who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him or her. Neither notice of a meeting
nor a waiver of a notice need specify the purposes of the meeting.
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2.4
QUORUM. At any meeting of the Trustees a majority of the Trustees then in
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office shall constitute a quorum. Any meeting may be adjourned from time to
time by a majority of the votes cast upon the question, whether or not a quorum
is present, and the meeting may be held as adjourned without further notice.
2.5
PARTICIPATION BY TELEPHONE. One or more of the Trustees or of any committee of
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the Trustees may participate in a meeting thereof by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
2.6
SPECIAL ACTION. When all the Trustees shall be present at any meeting, however
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called, or whatever held, or shall assent to the holding of the meeting without
notice, or after the meeting shall sign a written assent thereto on the record
of such meeting, the acts of such meeting shall be valid as if such meeting had
been regularly held.
2.7
ACTION BY CONSENT. Any action by the Trustees may be taken without a meeting if
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a written consent thereto is signed by all the Trustees and filed with the
records of the Trustees' meeting, or by telephone consent provided a quorum of
Trustees participate in any such telephone meeting. Such consent shall be
treated as a vote of the Trustees for all purposes.
ARTICLE 3
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OFFICERS
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3.1
ENUMERATION; QUALIFICATION. The officers of the Trust shall be a Chairman of
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the Trustees, a President, a Treasurer, a Secretary and such other officers,
including Vice Presidents, if any, as the Trustees from time to time may in
their discretion elect. The Trust may also have such agents as the Trustees
from time to time in their discretion may appoint. The Chairman of the Trustees
shall be a Trustee and may but need not be a shareholder; and any other officer
may be but none need be a Trustee or shareholder. Any two or more offices may
be held by the same person.
3.2
ELECTION. The Chairman of the Trustees, the President, the Treasurer and the
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Secretary shall be elected annually by the Trustees. Other officers, if any,
may be elected or appointed by the Trustees at any time. Vacancies in any
office may be filled at any time.
3.3
TENURE. The Chairman of the Trustees, the President, the Treasurer and the
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Secretary shall hold office until their respective successors are chosen and
qualified, or in each case until he or she sooner dies, resigns, is removed or
becomes disqualified. Each other officer shall hold office and each agent shall
retain authority at the pleasure of the Trustees.
3.4
POWERS. Subject to the other provisions of these By-Laws, each officer shall
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have, in addition to the duties and powers herein and in the Master Trust
Agreement set forth, such duties and powers as are commonly incident to the
office occupied by him or her as if the Trust were organized as a Massachusetts
business corporation and such other duties and powers as the Trustees may from
time to time designate.
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3.5
CHAIRMAN; PRESIDENT. Unless the Trustees otherwise provide, the Chairman of the
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Trustees, or, if there is none, or in the absence of the Chairman, the President
shall preside at all meetings of the shareholders and of the Trustees. The
President shall be the chief executive officer of the Trust and, subject to the
Trustees, shall have general supervision over the business and policies of the
Trust.
3.6
TREASURER. The Treasurer shall be the chief financial and accounting officer of
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the Trust, and shall, subject to the provisions of the Master Trust Agreement
and to any arrangement made by the Trustees with a custodian, investment adviser
or manager, or transfer, shareholder servicing or similar agent, be in charge of
the valuable papers, books of account and accounting records of the Trust, and
shall have such other duties and powers as may be designated from time to time
by the Trustees or by the President.
3.7
SECRETARY. The Secretary shall record all proceedings of the shareholders and
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the Trustees in books to be kept therefor, which books or a copy thereof shall
be kept at the principal office of the Trust. In the absence of the Secretary
from any meeting of the shareholders or Trustees, an assistant secretary, or if
there be none or if he or she is absent, a temporary secretary chosen at such
meeting shall record the proceedings thereof in the aforesaid books.
3.8
RESIGNATIONS AND REMOVALS. Any Trustee or officer may resign at any time by
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written instrument signed by him or her and delivered to the Chairman, the
President or the Secretary or to a meeting of the Trustees. Such resignation
shall be effective upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer elected by them with or without
cause. Except to the extent expressly provided in a written agreement with the
Trust, no Trustee or officer resigning and no officer removed shall have any
right to any compensation for any period following his or her resignation or
removal.
ARTICLE 4
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COMMITTEES
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4.1
GENERAL. The Trustees, by vote of a majority of the Trustees then in office,
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may elect from their number an Executive Committee or other committees and may
delegate thereto some or all of their powers except those which by law, by the
Master Trust Agreement, or by these By-Laws may not be delegated. Except as the
Trustees may otherwise determine, any such committee may make rules for the
conduct of its business, but unless otherwise provided by the Trustees or in
such rules, its business shall be conducted so far as possible in the same
manner as is provided by these By-Laws for the Trustees themselves. All members
of such committees shall hold such offices at the pleasure of the Trustees. The
Trustees may abolish any such committee at any time. Any committee to which the
Trustees delegate any of their powers or duties shall keep records of its
meetings and shall report its action to the Trustees. The Trustees shall have
power to rescind any action of any committee, but no such rescission shall have
retroactive effect.
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ARTICLE 5
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REPORTS
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5.1
GENERAL. The Trustees and officers shall render reports at the time and in the
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manner required by the Master Trust Agreement or any applicable law. Officers
and Committees shall render such additional reports as they may deem desirable
or as may from time to time be required by the Trustees.
ARTICLE 6
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SEAL.
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6.1
GENERAL. The seal of the Trust shall consist of a flat-faced die with the word
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"Massachusetts," together with the name of the Trust and the year of its
organization cut or engraved thereon, but, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on, and its absence shall
not impair the validity of, any document, instrument or other paper executed and
delivered by or on behalf of the Trust.
ARTICLE 7
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EXECUTION OF PAPERS
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7.1
GENERAL. Except as the Trustees may generally or in particular cases authorize
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the execution thereof in some other manner, all deeds, leases, contracts, notes
and other obligations made by the Trustees shall be signed by the President, any
Vice President, or by the Treasurer and need not bear the seal of the Trust.
ARTICLE 8
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ISSUANCE OF SHARE CERTIFICATES
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8.1
SHARE CERTIFICATES. In lieu of issuing certificates for shares, the Trustees or
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the transfer agent may either issue receipts therefor or may keep accounts upon
the books of the Trust for the record holders of such shares, who shall in
either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
The Trustees may at any time authorize the issuance of share certificates.
In that event, each shareholder shall be entitled to a certificate stating the
number of shares owned by him, in such form as shall be prescribed from time to
time by the Trustees. Such certificates shall be signed by the President or a
Vice President and by the Treasurer or Assistant Treasurer. Such signatures may
be facsimiles if the certificate is signed by a transfer agent, or by a
registrar, other than a Trustee, officer or employee of the Trust. In case any
officer who has signed or whose facsimile signature has been
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placed on such certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with the same effect as if
he were such officer at the time of its issue.
8.2LOSS OF CERTIFICATES. In case of the alleged loss or destruction or the
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mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees shall prescribe.
8.3
ISSUANCE OF NEW CERTIFICATE TO PLEDGEE. A pledgee of shares transferred as
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collateral security shall be entitled to a new certificate if the instrument of
transfer substantially describes the debt or duty that is intended to be secured
thereby. Such new certificate shall express on its face that it is held as
collateral security, and the name of the pledgor shall be stated thereon, who
alone shall be liable as a shareholder, and entitled to vote thereon.
8.4
DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any time
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discontinue the issuance of share certificates and may, by written notice to
each shareholder, require the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not affect the ownership of
shares in the Trust.
ARTICLE 9
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CUSTODY OF SECURITIES AND CASH
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9.1
EMPLOYMENT OF A CUSTODIAN. The Trust shall place and at all times maintain in
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the custody of a Custodian (including any sub-custodian for the Custodian) all
funds, securities, and similar investments owned by the Corporation. The
Custodian shall be a bank having an aggregate capital, surplus, and undivided
profits of not less than $10,000,000. Subject to such rules, regulations, and
orders as the Securities and Exchange Commission may adopt as necessary or
appropriate for the protection of investors, the Trust's Custodian may deposit
all or a part of the securities owned by the Corporation in a sub-custodian or
sub-custodians situated within or without the United States. The Custodian
shall be appointed and its remuneration fixed by the Board of Trustees. [
Investment Company Act, Section 17(f) ]
9.2
CENTRAL CERTIFICATE SERVICE. Subject to such rules, regulations, and orders as
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the Securities and Exchange Commission may adopt as necessary or appropriate for
the protection of investors, the Trust's Custodian may deposit all or any part
of the securities owned by the Trust in a system for the central handling of
securities established by a national securities exchange or national securities
association registered with the Commission under the Securities Exchange Act of
1934, or such other person as may be permitted by the Commission, pursuant to
which system all securities of any particular class or series of any issuer
deposited within the system are treated as fungible and may be transferred or
pledged by bookkeeping entry without physical delivery of such securities. [
Investment Company Act, Section 17(f) ]
9.3CASH ASSETS. The cash proceeds from the sale of securities and similar
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investments and other cash assets of the Trust shall be kept in the custody of a
bank or banks appointed pursuant to Section 9.1 hereof, or in accordance with
such rules and regulations or orders as the Securities and Exchange Commission
may from time to time prescribe for the protection of investors, except that
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the Trust may maintain a checking account or accounts in a bank or banks, each
having an aggregate capital, surplus, and undivided profits of not less than
$10,000,000, provided that the balance of such account or the aggregate balances
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of such accounts shall at no time exceed the amount of the fidelity bond,
maintained pursuant to the requirements of the Investment Company Act and rules
and regulations thereunder, covering the officers or employees authorized to
draw on such account or accounts. [ Investment Company Act, Section 17(f) ]
9.4
FREE CASH ACCOUNTS. The Corporation may, upon resolution of its Board of
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Trustees, maintain a xxxxx cash account free of the foregoing requirements of
this Article 9 in an amount not to exceed $500, provided that such account is
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operated under the imprest system and is maintained subject to adequate controls
approved by the Board of Trustees over disbursements and reimbursements
including, but not limited to, fidelity bond coverage for persons having access
to such funds. [ Investment Company Act, Rule 17f-3 ]
9.5
ACTION UPON TERMINATION OF CUSTODIAN AGREEMENT Upon resignation of a custodian
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of the Trust or inability of a custodian to continue to serve, the Board of
Trustees shall promptly appoint a successor custodian, but in the event that no
successor custodian can be found who has the required qualifications and is
willing to serve, the Board of Trustees shall call as promptly as possible a
special meeting of the shareholders to determine whether the Trust shall
function without a custodian or shall be liquidated. If so directed by vote of
the holders of a majority of the outstanding shares of stock of the Trust, the
custodian shall deliver and pay over all property of the Trust held by it as
specified in such vote.
ARTICLE 10
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DEALINGS WITH TRUSTEES AND OFFICERS
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Any Trustee, officer or other agent of the Trust may acquire, own and
dispose of shares of the Trust to the same extent as if he were not a trustee,
officer or agent; and the Trustees may accept subscriptions to shares or
repurchase shares from any firm or company in which he is interested.
ARTICLE 11
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SHAREHOLDERS
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11.1
MEETINGS. A meeting of the shareholders of the Trust shall be held whenever
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called by the Trustees and whenever election of a Trustee or Trustees by
shareholders is required by the provisions of Section 16(a) of the Investment
Company Act of 1940 for that purpose. The Trustees shall promptly call and give
notice of a meeting of shareholders for the purpose of voting upon removal of
any Trustee of the Trust when requested to do so in writing by shareholders
holding not less than 10% of the shares then outstanding. Meetings of
shareholders for any other purpose shall also be called by the Trustees when
requested in writing by shareholders holding at least 10% of the shares then
outstanding, or if the Trustees shall fail to call or give notice of any meeting
of shareholders for a period of 30 days after such application, then
shareholders holding at least 10% of the shares then outstanding may call and
give notice of such meeting. Notices of any meeting of
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the shareholders shall be given by delivering or mailing, postage prepaid, to
each shareholder entitled to vote at said meeting, a written or printed
notification of such meeting, at least 15 days before the meeting, to such
address as may be registered with the Trust by the shareholder.
11.2
RECORD DATES. For the purpose of determining the shareholders who are entitled
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to vote or act at any meeting or any adjournment thereof, or who are entitled to
receive payment of any dividend or of any other distribution, the Trustees may
from time to time fix a time, which shall not be more than 60 days before the
date of any meeting of shareholders or the date for the payment of any dividend
or of any other distribution, as the record date for determining the
shareholders having the right to notice of and to vote at such meeting and any
adjournment thereof or the right to receive such dividend or distribution, and
in such case only shareholders of record on such record date shall have such
right, notwithstanding any transfer of shares on the books of the Trust after
the record date; or without fixing such record date the Trustees may for any
such purposes close the register or transfer books for all or any part of such
period.
ARTICLE 12
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AMENDMENTS TO THE BY-LAWS
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12.1
GENERAL. These By-Laws may be amended or repealed, in whole or in part, by a
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majority of the Trustees then in office at any meeting of the Trustees, or by
one or more writings signed by such a majority.
ARTICLE 13
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DECLARATION OF TRUST
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The Master Trust Agreement establishing X. Xxxx Price New America Growth
Fund dated July 19, 1985, a copy of which, together with all amendments thereto,
is on file in the office of the Secretary of The Commonwealth of Massachusetts,
provides that the name X. Xxxx Price New America Growth Fund refers to the
Trustees under the Master Trust Agreement collectively as Trustees, but not as
individuals or personally; and no Trustee, shareholder, officer, employee or
agent of X. Xxxx Price New America Growth Fund shall be held to any personal
liability, nor shall resort be had to their private property, for the
satisfaction of any obligation or claim or otherwise, in connection with the
affairs of X. Xxxx Price New America Growth Fund, but the Trust Estate only
shall be liable.
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