BYLAWS
OF
UC INVESTMENT TRUST
ARTICLE 1
AGREEMENT AND DECLARATION OF TRUST AND OFFICES
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1.1 AGREEMENT AND DECLARATION OF TRUST. These Bylaws shall be subject
to the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of UC Investment Trust, the Ohio business trust
established by the Declaration of Trust (the "Trust").
1.2 OFFICES. The Trust may maintain one or more other offices,
including its principal office, in or outside of Ohio, in such cities as the
Trustees may determine from time to time. Unless the Trustees otherwise
determine, the principal office of the Trust shall be located in Bristol,
Virginia.
ARTICLE 2
MEETINGS OF TRUSTEES
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2.1 REGULAR MEETINGS. Regular meetings of the Trustees may be held
without call or 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. A regular
meeting of the Trustees may be held without call or notice immediately after and
at the same place as any meeting of the Shareholders. The Trustees may adopt
such rules and regulations for the conduct of their meetings and the management
of the affairs of the Trust as they may deem proper, not inconsistent with
applicable law, the Declaration of Trust or these Bylaws.
2.2 SPECIAL MEETINGS. Special meetings of the Trustees may be held at
any time and at any place designated in the call of the meeting when called by
the Chairman, 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 or the Trustees calling the meeting.
2.3 NOTICE. It shall be sufficient notice to a Trustee of a special
meeting to send 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.
2.4 QUORUM. At any meeting of the Trustees a majority of the Trustees
then in 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 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 except as
otherwise provided by the Investment Company Act of 1940.
2.6 ACTION BY CONSENT. Any action required or permitted to be taken at
any meeting of the Trustees or any committee thereof may be taken without a
meeting, if a written consent of such action is signed by a majority of the
Trustees then in office or a majority of the members of such committee, as the
case may be, and such written consent is filed with the minutes of the
proceedings of the Trustees or such committee.
2.7 RIGHT TO DISSENT. A Trustee who is present at a meeting of the
Trustees at which action on any Trust matter is taken shall be presumed to have
assented to the action unless his or her dissent shall be entered in the minutes
of the meeting before the adjournment thereof or unless he or she shall file his
or her written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a Trustee who voted in favor
of such action.
ARTICLE 3
OFFICERS
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3.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
President, a Treasurer, a Secretary and such other officers, including a
Chairman and/or 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 may in their discretion appoint. The Chairman and the
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President of the Trust shall be Trustees and may but need not be Shareholders;
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, the President, the Treasurer and the
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, the President, the Treasurer and the
Secretary shall hold office for one year and 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 Bylaws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust 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 an Ohio
business corporation and such other duties and powers as the Trustees may from
time to time designate.
3.5 CHAIRMAN. Unless the Trustees otherwise provide, the Chairman of
the Board (of Trustees) shall preside at all meetings of the Shareholders and of
the Trustees. In addition, the Chairman of the Board shall be the chief
executive officer of the Trust.
3.6 PRESIDENT. Unless the Trustees otherwise provide, in the absence of
the Chairman of the Board, the President shall preside at all meetings of the
Shareholders and of the Trustees, or, in the absence of the President, any other
Trustee chosen by the Trustees shall preside at all meetings of the Shareholders
and of the Trustees. In the absence of a Chairman of the Board, the President
shall be the chief executive officer of the Trust.
3.7 TREASURER. The Treasurer shall be the chief financial and
accounting officer of the Trust, and shall, subject to the provisions of the
Declaration of Trust 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.
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3.8 SECRETARY. The Secretary shall record all proceedings of the
Shareholders and 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.
3.9 RESIGNATIONS AND REMOVALS. Any Trustee or officer may resign at any
time by written instrument signed by him or her and delivered to the Chairman or
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, or
any right to damages on account of such removal.
3.10 BONDS AND SURETY. Any officer may be required by the Trustees to
be bonded for the faithful performance of his or her duties in such amount and
with such sureties as the Trustees may determine.
ARTICLE 4
COMMITTEES
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4.1 GENERAL. The Trustees, by vote of a majority of the Trustees then
in office, 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 Declaration of Trust, or by these Bylaws 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 Bylaws 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
REPORTS
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5.1 GENERAL. The Trustees and officers shall render reports at the time
and in the manner required by the Declaration of Trust 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
FISCAL YEAR
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6.1 GENERAL. The fiscal year of the Trust shall be fixed, and shall be
subject to change by the Trustees.
ARTICLE 7
SEAL
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7.1 GENERAL. If required by applicable law, the seal of the Trust shall
consist of a flat-faced die with the word "Ohio", 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 8
EXECUTION OF PAPERS
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8.1 GENERAL. Except as the Trustees may generally or in particular
cases authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
a Chairman, the President, any Vice President, the Secretary or the Treasurer
and need not bear the seal of the Trust, but shall state the substance of or
make reference to the provisions of Section 6.1 of the Declaration of Trust.
ARTICLE 9
ISSUANCE OF SHARE CERTIFICATES
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9.1 SHARE CERTIFICATES. In lieu of issuing certificates for Shares, the
Trustees or 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
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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 certificate shall be signed by the
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 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 or she were such officer at
the time of its issue.
9.2 LOSS OF CERTIFICATES. In case of the alleged loss or destruction or
the mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees shall prescribe.
9.3 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any
time 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 10
CUSTODIAN
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10.1 GENERAL. The Trust shall at all times employ a bank or trust
company or such other institution as may meet the requirements of the Investment
Company Act of 1940 ("1940 Act") as Custodian of the assets of the Trust. The
Custodian shall be compensated for its services by the Trust and upon such basis
as shall be agreed upon from time to time between the Trust and the Custodian.
ARTICLE 11
DEALINGS WITH TRUSTEES AND OFFICERS
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11.1 GENERAL. 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 or
she 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 or she is interested.
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ARTICLE 12
SHAREHOLDERS
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12.1 MEETINGS. A meeting of the Shareholders of the Trust shall be held
whenever called by the Trustees, 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 or whenever otherwise required pursuant to
the Declaration of Trust. Any meeting shall be held on such day and at such time
as the Chairman, or in the absence of a Chairman, the President or the Trustees
may fix in the notice of the meeting.
12.2 RECORD DATES. For the purpose of determining the Shareholders who
are entitled 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 be not 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.
12.3 PROXIES; VOTING. Shareholders may vote either in person or by duly
executed proxy and each full and fractional Share represented at the meeting
shall have one vote or a fractional vote, as the case may be, all as provided in
the Declaration of Trust. Cumulative voting shall be prohibited. No proxy shall
be valid after the final adjournment of the meeting named therein. Each proxy
shall be revocable unless expressly provided therein to be irrevocable or unless
otherwise made irrevocable by law. Any action may be taken or authorized by the
Shareholders by the affirmative vote of the holders of a majority of the Shares,
as defined under the 1940 Act, present in person or by proxy at a duly
constituted meeting unless: (a) a specific statutory provision requires a
greater number of affirmative votes upon a matter, in which case such greater
number shall be required unless such provision is superseded by the Declaration
of Trust; or (b) unless a specific provision of the Declaration of Trust
requires a greater number of affirmative votes upon any matter, in which case
such greater number shall be required.
12.4 INSPECTORS OF ELECTION. In advance of any meeting of
Shareholders the Trustees may, or if they have not so acted the chairman of
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the meeting may, and upon the request of the holders of 25% of the Shares
entitled to vote at such meeting shall, appoint two Inspectors of Election
("Inspectors") to act at the meeting or any adjournment thereof. No candidate
for the office of Trustee shall be appointed an Inspector. If any person
appointed as Inspector fails to appear or fails or refuses to act, the vacancy
may be filled by appointment made by the Trustees in advance of the convening of
the meeting or at the meeting by the person acting as chairman. The Inspectors
shall determine the number of Shares outstanding, the Shares represented at the
meeting, the existence of a quorum, the authenticity, validity and effect of
proxies; shall receive votes, ballots or consents, shall hear and determine all
challenges and question in any way arising in connection with the right to vote;
shall count and tabulate all votes or consents and determine the results; and
shall do such other acts as may be proper to conduct the election or vote with
fairness to all Shareholders. The Inspectors shall make a report in writing of
any challenge, question or matter determined by them and shall execute a
certificate of any facts found by them. If no Inspectors are appointed, the
duties set forth in this Section 12.4 shall be discharged by the secretary of
the meeting.
12.5 BALLOTS. The chairman of the meeting may cause a vote by ballot to
be taken upon any election or matter, and such vote shall be taken upon the
request of the holders of 25% of the Shares entitled to vote on such election or
matter.
12.6 RECORDS AT SHAREHOLDER MEETINGS. At each meeting of the
Shareholders there shall be open for inspection a list of the Shareholders of
the Trust, certified to be true and correct by the Secretary or other proper
agent of the Trust, as of the record date of the meeting or on the date of
closing of transfer books, as the case may be. Such list of Shareholders shall
contain the name of each Shareholder and the address and number of Shares owned
by such Shareholder. Shareholders shall have such other rights and procedures of
inspection of the books and records of the Trust as are granted to shareholders
of an Ohio business corporation.
ARTICLE 13
AMENDMENTS TO THE BYLAWS
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13.1 GENERAL. These Bylaws may be amended or repealed, in whole or in
part, by a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such a majority.
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