Exhibit 2(b)
AMENDED AND RESTATED
BY-LAWS
OF
MAGNETAR SPECTRUM FUND
ARTICLE 1
1.1 Agreement and Declaration of Trust. These Amended and Restated By-Laws
("By-Laws") shall be subject to the Agreement and Declaration of Trust, as from
time to time amended, supplemented or restated (the "Declaration of Trust") of
Magnetar Spectrum Fund (the "Trust"), a Delaware statutory trust established by
the Declaration of Trust.
1.2 Definitions. Unless otherwise defined herein, the terms used herein
have the respective meanings given them in the Declaration of Trust.
ARTICLE 2
OFFICES
2.1 Principal Office. The principal office of the Trust shall be located
at 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, XX 00000, or such other location
as the Trustees may from time to time determine.
2.2 Other Offices. The Trust may have offices in such other places without
as well as within the State of Delaware as the Trustees may from time to time
determine.
2.3 Registered Office and Registered Agent. The Board of Trustees shall
establish a registered office in the State of Delaware and shall appoint a
registered agent for service of process in the State of Delaware for the Trust
as provided in the Delaware Statutory Trust Act, 12 Del. C. ss.3807, as amended
from time to time.
ARTICLE 3
SHAREHOLDERS
3.1 Annual Meetings. Annual meetings of the Shareholders of the Trust or a
Series or Class thereof shall be held on such date and at such place within or
without the State of Delaware as the Trustees shall designate.
3.2 Special Meetings.
(a) Subject to subsection (h) of this Section 3.2, special meetings
of the Shareholders may be called at any time by the Chairman, the
President or the Trustees. Subject to subsections (c) and (h) of this
Section 3.2, a special meeting of Shareholders shall also be called by the
Secretary of the Trust upon the written request of the Shareholders
entitled to cast not less than a majority of all the votes entitled to be
cast at such meeting.
(b) Any Shareholder of record seeking to have Shareholders request a
special meeting shall, by sending written notice to the Secretary (the
"Record Date Request Notice") by registered mail, return receipt
requested, request the Trustees to fix a record date to determine the
Shareholders entitled to request a special meeting (the "Requested Record
Date"). The Record Date Request Notice shall set forth the purpose of the
meeting and the matters proposed to be acted on at it, shall be signed by
one or more Shareholders of record as of the date of signature (or their
duly authorized agents), shall bear the date of signature of each such
Shareholder (or other agent) and shall set forth all information relating
to each such Shareholder that must be disclosed in solicitations of
proxies for election of trustees in an election contest (even if an
election contest is not involved), or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14a-11 thereunder. Upon receiving
the Record Date Request Notice, the Trustees may fix a Requested Record
Date. The Requested Record Date shall not precede and shall not be more
than ten (10) days after the close of business on the date on which the
resolution fixing the Requested Record Date is adopted by the Trustees. If
the Trustees, within thirty (30) days after the date on which a valid
Record Date Request Notice is received, fail to adopt a resolution fixing
the Requested Record Date and make a public announcement of such Requested
Record Date, the Requested Record Date shall be the close of business on
the 30th day after the first date on which the Record Date Request Notice
is received by the Secretary.
(c) In order for any Shareholder to request a special meeting, one
or more written requests for a special meeting signed by Shareholders of
record (or their duly authorized agents) as of the Requested Record Date
entitled to cast not less than a majority (the "Special Meeting
Percentage") of all of the votes entitled to be cast at such meeting (the
"Special Meeting Request") shall be delivered to the Secretary. In
addition, the Special Meeting Request shall set forth the purpose of the
meeting and the matters proposed to be acted on at it (which shall be
limited to the matters set forth in the Record Date Request Notice
received by the Secretary), shall bear the date of signature of each such
Shareholder (or other agent) signing the Special Meeting Request, shall
set forth the name and address, as they appear in the Trust's books, of
each Shareholder signing such request (or on whose behalf the Special
Meeting Request is signed) and the class and number of shares of the Trust
which are owned of record and beneficially by each such Shareholder, shall
be sent to the Secretary by registered mail, return receipt requested, and
shall be received by the Secretary within sixty (60) days after the
Request Record Date. Any requesting Shareholder may revoke his, her or its
request for a special meeting at any time by written revocation delivered
to the Secretary.
(d) The Secretary shall inform the requesting Shareholders of the
reasonably estimated cost of preparing and mailing the notice of meeting
(including the Trust's proxy materials). The Secretary shall not be
required to call a special meeting upon Shareholder request and such
meeting shall not be held unless, in addition to the documents required by
paragraphs (b) and (c) of this Section 3.2, the Secretary receives payment
of such reasonably estimated cost prior to the mailing of any notice of
the meeting.
2
(e) Except as provided in the next sentence, any special meeting
shall be held at such place, date and time as may be designated by the
President, Chairman or Trustees, whoever has called the meeting. In the
case of any special meeting called by the Secretary upon the request of
Shareholders (a "Shareholder Requested Meeting"), such meeting shall be
held at such place, date and time as may be designated by the Trustees;
PROVIDED, however, that the date of any Shareholder Requested Meeting
shall be not more than ninety (90) days after the record date for such
meeting (the "Meeting Record Date"); and PROVIDED FURTHER that if the
Trustees fail to designate, within thirty (30) days after the date that a
valid Special Meeting Request is actually received by the Secretary (the
"Delivery Date"), a date and time for a Shareholder Requested Meeting,
then such meeting shall be held at 1:00 p.m. Central Time on the 90th day
after the date the request for such meeting is actually received by the
Trust or, if such 90th day is not a Business Day (as defined below), on
the first preceding Business Day; and PROVIDED FURTHER that in the event
that the Trustees fail to designate a place for a Shareholder Requested
Meeting within thirty (30) days after the Delivery Date, then such meeting
shall be held at the principal office of the Trust. In fixing a date for
any special meeting, the President, Chairman or Trustees may consider such
factors as he, she, or they deem(s) relevant within the good faith
exercise of business judgment, including, without limitation, the nature
of the matters to be considered, the facts and circumstances surrounding
any request for a meeting and any plan of the Trustees to call an annual
meeting or a special meeting. In the case of any Shareholder Requested
Meeting, if the Trustees fail to fix a Meeting Record Date that is a date
within thirty (30) days after the Delivery Date, then the close of
business on the 30th day after the Delivery Date shall be the Meeting
Record Date.
(f) If at any time as a result of written revocations of requests
for the special meeting, Shareholders of record (or their duly authorized
agents) as of the Request Record Date entitled to cast less than the
Special Meeting Percentage shall have delivered and not revoked requests
for a special meeting, the Secretary may refrain from mailing the notice
of the meeting or, if the notice of the meeting has been mailed, the
Secretary may revoke the notice of the meeting at any time before ten (10)
days prior to the meeting if the Secretary has first sent to all other
requesting Shareholders written notice of such revocation and of intention
to revoke the notice of the meeting. Any request for a special meeting
received after a revocation by the Secretary of a notice of a meeting
shall be considered a request for a new special meeting.
(g) The Chairman, the President or the Trustees may appoint
regionally or nationally recognized independent inspectors of elections to
act as the agent of the Trust for the purpose of promptly performing a
ministerial review of the validity of any purported Special Meeting
Request received by the Secretary. For the purpose of permitting the
inspectors to perform such review, no such purported request shall be
deemed to have been delivered to the Secretary until the earlier of (i)
five (5) Business Days after receipt by the Secretary of such purported
request and (ii) such date as the independent inspectors certify to the
Trust that the valid requests received by the Secretary represent at least
a majority of the issued and outstanding shares of stock that would be
entitled to vote at such meeting. Nothing contained in this paragraph (g)
shall in any way be construed to suggest or imply that the Trust or any
Shareholder shall not be
3
entitled to contest the validity of any request, whether during or after
such five (5) Business Day period, or to take any other action (including,
without limitation, the commencement, prosecution or defense of any
litigation with respect thereto, and the seeking of injunctive relief in
such litigation).
(h) Notwithstanding anything to the contrary in this Section 3.2,
the Trust, acting through the Secretary or such other officer as may be
designated by the Trustees, the President or the Chief Executive Officer,
shall give the Investment Adviser written notice of any special meeting of
the Shareholders at least thirty (30) days prior to the date on which such
meeting is scheduled to be held in accordance with the provisions of this
Section 3.2.
3.3 Business Day. For purposes of these By-Laws, "Business Day" shall mean
any day other than a Saturday, a Sunday or a day on which banking institutions
in the State of New York are authorized or obligated by law or executive order
to close.
3.4 Notice of Meetings. Notice of all meetings of the Shareholders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail or telegraphic or electronic means to each Shareholder at the
Shareholder's address as recorded on the register of the Trust mailed at least
ten (10) days and not more than ninety (90) days before the meeting, PROVIDED,
HOWEVER, that notice of a meeting need not be given to a Shareholder to whom
such notice need not be given under the proxy rules of the Commission under the
1940 Act and the Exchange Act; and PROVIDED, FURTHER, that notice of any
Shareholder Requested Meeting shall be provided in a manner and time consistent
with Section 3.2(e). Only the business stated in the notice of the meeting shall
be considered at such meeting. Any adjourned meeting may be held and adjourned
without further notice. No notice need be given to any Shareholder who shall
have failed to inform the Trust of his current address or if a written waiver of
notice, executed before or after the meeting by the Shareholder who shall have
failed to inform the Trust of his current address or if a written waiver of
notice, executed before or after the meeting by the Shareholder or his attorney
thereunto authorized, is filed with the records of the meeting.
3.5 Record Date for Meetings and Other Purposes. Except as provided in
Section 3.2, for the purpose of determining the Shareholders who are entitled to
notice of and to vote at any meeting, or to participate in any distribution, or
for the purpose of any other action, the Trustees may from time to time close
the transfer books for such period, not exceeding thirty (30) days, as the
Trustees may determine; or without closing the transfer books the Trustees may
fix a date not more than ninety (90) days prior to the date of any meeting of
Shareholders or distribution or other action as a record date for the
determination of the persons to be treated as Shareholders of record for such
purposes, except for dividend payments which shall be governed by the
Declaration of Trust.
3.6 Proxies. At any meeting of Shareholders, any holder of Shares entitled
to vote thereat may vote by proxy, provided that no proxy shall be voted at any
meeting unless it shall have been placed on file with the Secretary, or with
such other officer or agent of the Trust as the Secretary may direct, for
verification prior to the time at which such vote shall be taken. A proxy shall
be deemed signed if the Shareholder's name is placed on the proxy, (whether by
4
manual signature, typewriting, telegraphic transmission, facsimile, other
electronic means or otherwise) by the Shareholder or the Shareholder's
attorney-in-fact. Proxies may be recorded by any electronic, telephonic,
internet or other telecommunication device except as otherwise provided in the
Declaration of Trust. The placing of a Shareholder's name on a proxy pursuant to
telephonic or electronically transmitted instructions pursuant to procedures
reasonably designed to verify that such instructions have been authorized by the
Shareholder shall constitute execution of the proxy by or on behalf of the
Shareholder. Proxies may be solicited in the name of one or more Trustees or one
or more of the officers of the Trust. Only Shareholders of record shall be
entitled to vote. As determined by the Trustees without the vote or consent of
Shareholders, on any matter submitted to a vote of Shareholders each whole Share
shall be entitled to one vote as to any matter on which it is entitled to vote
and each fractional Share shall be entitled to a proportionate fractional vote.
Without limiting their power to designate otherwise in accordance with the
preceding sentence, the Trustees have established in the Declaration of Trust
that each whole share shall be entitled to one vote as to any matter on which it
is entitled by the Declaration of Trust to vote and fractional shares shall be
entitled to a proportionate fractional vote. When any Share is held jointly by
several persons, any one of them may vote at any meeting in person or by proxy
in respect of such Share, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Share. A proxy, including a photographic or similar reproduction thereof
and a telegram, cablegram, wireless or similar transmission thereof, purporting
to be executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. If the holder of any such share is a minor or a
person of unsound mind, and subject to guardianship or the legal control of any
other person as regards the charge or management of such Share, he may vote by
his guardian or such other person appointed or having such control, and such
vote may be given in person or by proxy. Except as otherwise provided herein or
in the Declaration of Trust or the Delaware Statutory Trust Act, 12 Del. C.
xx.xx. 3801 et seq., all matters relating to the giving, voting or validity of
proxies shall be governed by the General Corporation Law of the State of
Delaware relating to proxies, and judicial interpretations thereunder, as if the
Trust were a Delaware corporation and the Shareholders were shareholders of a
Delaware corporation.
3.7 Inspection of Books. The Trustees shall from time to time determine
whether and to what extent, and at what times and places, and under what
conditions and regulations the accounts and books of the Trust or any of them
shall be open to the inspection of the Shareholders; and no Shareholder shall
have any right to inspect any account or book or document of the Trust except as
conferred by law or otherwise by the Trustees or by resolution of the
Shareholders.
3.8 Application of This Article. Meetings of Shareholders shall consist of
Shareholders of any Series (or Class thereof) or of all Shareholders, as
determined pursuant to the Declaration of Trust, and this Article 3 shall be
construed accordingly.
3.9 Nominations and Proposals by Shareholders.
(a) Annual Meetings of Shareholders.
5
(1) Nominations of persons for election as a Trustee and the
proposal of business to be considered by the Shareholders may be
made at an annual meeting of Shareholders (i) pursuant to the
Trust's notice of meeting, (ii) by or at the direction of the
Trustees or (iii) by any Shareholder of the Trust who was a
Shareholder of record both at the time of giving of notice provided
for in this Section 3.9(a) and at the time of the annual meeting,
who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 3.9(a).
(2) For nominations for election to the Trustees or other
business to be properly brought before an annual meeting by a
Shareholder pursuant to clause (iii) of paragraph (a)(1) of this
Section 3.9, the Shareholder must have given timely notice thereof
in writing to the Secretary of the Trust and such other business
must otherwise be a proper matter for action by Shareholders. To be
timely, a Shareholder's notice must be delivered to the Secretary at
the principal executive office of the Trust by not later than the
close of business on the 90th day prior to the first anniversary of
the date of mailing of the notice for the preceding year's annual
meeting nor earlier than the close of business on the 120th day
prior to the first anniversary of the date of mailing of the notice
for the preceding year's annual meeting; provided, however, that in
the event that the date of the mailing of the notice for the annual
meeting is advanced or delayed by more than thirty (30) days from
the anniversary date of the mailing of the notice for the preceding
year's annual meeting, notice by the Shareholder to be timely must
be so delivered not earlier than the close of business on the 120th
day prior to the date of mailing of the notice for such annual
meeting and not later than the close of business on the later of the
90th day prior to the date of mailing of the notice for such annual
meeting or the 10th day following the day on which public
announcement of the date of mailing of the notice for such meeting
is first made by the Trust. In no event shall the public
announcement of a postponement of the mailing of the notice for such
annual meeting or of an adjournment or postponement of an annual
meeting to a later date or time commence a new time period for the
giving of a Shareholder's notice as described above. A Shareholder's
notice to be proper must set forth (i) as to each person whom the
Shareholder proposes to nominate for election or reelection as a
trustee (A) the name, age, business address and residence address of
such person, (B) the class and number of shares of stock of the
Trust that are beneficially owned or owned of record by such person
and (C) all other information relating to such person that is
required to be disclosed in solicitations of proxies for election of
trustees in an election contest, or is otherwise required, in each
case pursuant to Regulation 14A (or any successor provision) under
the Exchange Act (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a
trustee if elected); (ii) as to any other business that the
Shareholder proposes to bring before the meeting, a description of
the business desired to be brought before the meeting, the reasons
for conducting such business at the meeting and any material
interest in such business of such Shareholder (including any
anticipated benefit to the Shareholder therefrom) and of each
beneficial owner, if any, on whose behalf the proposal is made; and
(iii) as to the
6
Shareholder giving the notice and each beneficial owner, if any, on
whose behalf the nomination or proposal is made, (x) the name and
address of such Shareholder, as they appear on the Trust's stock
ledger and current name and address, if different, and of such
beneficial owner, and (y) the class and number of shares of stock of
the Trust which are owned beneficially and of record by such
Shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Section 3.9 to the contrary, in the event
that the number of trustees to be elected to the Board of Trustees
is increased and there is no public announcement by the Trust of
such action or specifying the size of the increased Trustees at
least one hundred (100) days prior to the first anniversary of the
date of mailing of the notice for the preceding year's annual
meeting, a Shareholder's notice required by this Section 3.9(a)
shall also be considered timely, but only with respect to nominees
for any new positions created by such increase, if the notice is
delivered to the Secretary at the principal executive offices of the
Trust not later than the close of business on the 10th day
immediately following the day on which such public announcement is
first made by the Trust.
(b) Special Meetings of Shareholders. Only such business shall be
conducted at a special meeting of Shareholders as shall have been brought
before the meeting pursuant to the Trust's notice of meeting. Nominations
of persons for election to the Trustees may be made at a special meeting
of Shareholders at which trustees are to be elected (i) pursuant to the
Trust's notice of meeting, (ii) by or at the direction of the Trustees or
(iii) provided that the Trustees have determined that trustees shall be
elected at such special meeting, by any Shareholder of the Trust who is a
Shareholder of record both at the time of giving of notice provided for in
this Section 3.9(b) and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice
procedures set forth in this Section 3.9(b). In the event the Trust calls
a special meeting of Shareholders for the purpose of electing one or more
Trustees, any such Shareholder may nominate a person or persons (as the
case may be) for election to such position as specified in the Trust's
notice of meeting, if the Shareholder's notice containing the information
required by paragraph (a)(2) of this Section 3.9 shall have been delivered
to the Secretary at the principal offices of the Trust not earlier than
the close of business on the 120th day prior to such special meeting and
not later than the close of business on the later of the 90th day prior to
such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and the
nominees proposed by the Trustees to be elected at such meeting. In no
event shall the public announcement of a postponement or adjournment of a
special meeting to a later date or time commence a new time period for the
giving of a Shareholder's notice as described above.
(c) General. Only such persons who are nominated in accordance with
the procedures set forth in this Section 3.9 shall be eligible to serve as
trustee, and only such business shall be conducted at a meeting of
Shareholders as shall have been brought before the meeting in accordance
with the procedures set forth in this Section 3.9. The chairman of the
meeting shall have the power and duty to determine whether a
7
nomination or any other business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 3.9 and, if any proposed nomination
or other business is not in compliance with this Section 3.9, to declare
that such nomination or proposal shall be disregarded.
For purposes of this Section 3.9, (a) the "date of mailing of the
notice" shall mean the date of the proxy statement for the solicitation of
proxies for election of trustees and (b) "public announcement" shall mean
disclosure (i) in a press release either transmitted to the principal
securities exchange on which Shares of the Trust's common stock are traded
or reported by a recognized news service or (ii) in a document publicly
filed by the Trust with the Commission.
(d) Compliance With State and Federal Law. Notwithstanding the
foregoing provisions of this Section 3.9, a Shareholder shall also comply
with all applicable requirements of state law and of the Exchange Act and
the rules and regulations thereunder with respect to the matters set forth
in this Section 3.9. Nothing in this Section 3.9 shall be deemed to affect
any right of a Shareholder to request inclusion of a proposal in, nor the
right of the Trust to omit a proposal from, the Trust's proxy statement
pursuant to Rule 14a-8 (or any successor provision) under the Exchange
Act.
3.10 Abstentions and Broker Non-Votes. Outstanding Shares represented in
person or by proxy (including Shares which abstain or do not vote with respect
to one or more of any proposals presented for Shareholder approval) will be
counted for purposes of determining whether a quorum is present at a meeting.
Abstentions will be treated as Shares that are present and entitled to vote for
purposes of determining the number of Shares that are present and entitled to
vote with respect to any particular proposal, but will not be counted as a vote
in favor of such proposal. If a broker or nominee holding Shares in "street
name" indicates on the proxy that it does not have discretionary authority to
vote as to a particular proposal, those Shares will not be considered as present
and entitled to vote with respect to such proposal.
3.11 Action without Meeting. Any action which may be taken by Shareholders
may be taken without a meeting if a majority of Outstanding Shares entitled to
vote on the matter (or such larger proportion thereof as shall be required by
law, the Declaration of Trust or these By-laws) consent to the action in writing
and the written consents are filed with the records of the meetings of
Shareholders. Such consents shall be treated for all purposes as a vote taken at
a meeting of Shareholders.
ARTICLE 4
TRUSTEES
4.1 Meetings of the Trustees. The Trustees may in their discretion provide
for regular or stated meetings of the Trustees. Notice of regular or stated
meetings need not be given. Meetings of the Trustees other than regular or
stated meetings shall be held whenever called by the President, the Chairman or
by any two of the Trustees, at the time then in office. Notice of the time and
place of each meeting other than regular or stated meetings shall be given by
the Secretary or an Assistant Secretary or by the officer or Trustee calling the
meeting and shall be
8
mailed, postage prepaid, to each Trustee at least three (3) days before the
meeting, or shall be given by telephone, cable, wireless, facsimile or other
electronic mechanism by which receipt thereof can be confirmed to each Trustee
at his business address, or personally delivered to him at least one (1) day
before the meeting. Such notice may, however, be waived by any Trustee. Notice
of a meeting need not be given to any Trustee if a written waiver of notice,
executed by him 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. A notice or waiver of
notice need not specify the purpose of any meeting. The Trustees may meet by
means of a telephone conference circuit or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time and participation by such means shall be deemed to have been held
at a place designated by the Trustees at the meeting. Participation in a
telephone conference meeting shall constitute presence in person at such
meeting. Any action required or permitted to be taken at any meeting of the
Trustees may be taken by the Trustees without a meeting if a majority of the
Trustees then in office (or such higher number of Trustees as would be required
to act on the matter under the Declaration of Trust, these By-Laws or applicable
law if a meeting were held) consent to the action in writing and the written
consents are filed with the records of the Trustees' meetings. Such consents
shall be treated as a vote for all purposes. Notwithstanding the foregoing, all
actions of the Trustees shall be taken in compliance with the provisions of the
1940 Act.
4.2 Quorum and Manner of Acting. A majority of the Trustees then in office
shall be present in person at any regular or special meeting of the Trustees in
order to constitute a quorum for the transaction of business at such meeting and
(except as otherwise required by law, the Declaration of Trust or these By-Laws)
the act of a majority of the Trustees present at any such meeting, at which a
quorum is present, shall be the act of the Trustees. In the absence of a quorum,
a majority of the Trustees present may adjourn the meeting from time to time
until a quorum shall be present. Notice of an adjourned meeting need not be
given.
4.3 Eligibility to Serve. Each Trustee who is not an interested person of
the Trust, as defined in the 1940 Act, shall retire as a Trustee as of the end
of the calendar year in which the Trustee attains the age of 70 years.
ARTICLE 5
COMMITTEES
5.1 Executive and Other Committees. The Trustees by vote of a majority of
all the Trustees may elect from their own number an Executive Committee to
consist of not less than two members to hold office at the pleasure of the
Trustees, which shall have the power to conduct the current and ordinary
business of the Trust while the Trustees are not in session, including the
purchase and sale of securities and the designation of securities to be
delivered upon redemption of Shares of the Trust or a Series thereof, and such
other powers of the Trustees as the Trustees may delegate to them, from time to
time, except those powers which by law, the Declaration of Trust or these
By-Laws they are prohibited from delegating. The Trustees may also elect from
their own number other Committees from time to time; the number composing such
Committees, the powers conferred upon the same (subject to the same limitations
as with respect to the Executive Committee) and the term of membership on such
Committees to be
9
determined by the Trustees. The Trustees may designate a chairman of any such
Committee. In the absence of such designation the Committee may elect its own
Chairman.
5.2 Other Committees. The Trustees by vote of a majority of all the
Trustees may elect from their own number other Committees from time to time to
consist of one or more Trustees to hold office at the pleasure of the Trustees,
which Committees shall have such power and duties as the Board of Trustees may,
by resolution, prescribe, subject to the same limitations as with respect to the
Executive Committee. The terms of membership on such Committees and the
termination or circumstances giving rise to the termination of such Committees
shall be determined by the Trustees. The Trustees may designate a chairman of
any such Committee. In the absence of such designation the Committee may elect
its own chairman.
5.3 Meetings Quorum and Manner of Acting. The Trustees may (1) provide for
stated meetings of any Committee, (2) specify the manner of calling and notice
required for special meetings of any Committee, (3) specify the number of
members of a Committee required to constitute a quorum and the number of members
of a Committee required to exercise specified powers delegated to such
Committee, (4) authorize the making of decisions to exercise specified powers by
written assent of the requisite number of members of a Committee without a
meeting, and (5) authorize the members of a Committee to meet by means of a
telephone conference circuit. Each Committee shall keep regular minutes of its
meetings and records of decisions taken without a meeting and cause them to be
recorded in a book designated for that purpose and kept at the principal
executive office of the Trust.
ARTICLE 6
OFFICERS
6.1 General Provisions. The officers of the Trust shall be a President, a
Treasurer and a Secretary, who shall be elected by the Trustees. The Trustees
may elect such other officers or agents as the business of the Trust may
require, including a Chairman of the Board ("Chairman") one or more Vice
Presidents, one or more Assistant Secretaries, and one or more Assistant
Treasurers. The Trustees may delegate to any officer or Committee the power to
appoint any subordinate officers or agents.
6.2 Term of Office and Qualifications. Except as otherwise provided by
law, the Declaration of Trust or these By-Laws, the President, the Treasurer,
the Secretary and all other officers shall each hold office at the pleasure of
the Board of Trustees or until his successor shall have been duly elected and
qualified. The Secretary and the Treasurer may be the same person. A Vice
President and the Treasurer or a Vice President and the Secretary may be the
same person, but the offices of Vice President, Secretary and Treasurer shall
not be held by the same person. The President shall hold no other office,
however, the President may also serve as Chairman. The Chairman, if there be
one, shall be a Trustee and may but need not be a shareholder. Except as above
provided, any two offices may be held by the same person. Any officer may be but
none need be a Trustee or Shareholder.
6.3 Removal. The Trustees, at any regular or special meeting of the
Trustees, may remove any officer with or without cause, by a vote of a majority
of the Trustees then in office.
10
Any officer or agent appointed by an officer or committee may be removed with or
without cause by such appointing officer or committee.
6.4 Powers and Duties of the Chairman. The Trustees may, but need not,
appoint from among their number a Chairman. When present the Chairman shall
preside at the meetings of the Shareholders and of the Trustees. The Chairman
may call meetings of the Trustees and of any committee thereof whenever he deems
it necessary. The Chairman shall have, with the President, general supervision
over the business and policies of the Trust, subject to the limitations imposed
upon the President, as provided in Section 6.5.
6.5 Powers and Duties of the President. Subject to the powers of the
Chairman, if there be such an officer, the President shall be the principal
executive officer of the Trust. The President may call meetings of the Trustees
and of any Committee thereof when he deems it necessary and, in the absence of
the Chairman, shall preside at all meetings of the Shareholders and the
Trustees. Subject to the control of the Trustees, the Chairman and any
Committees of the Trustees, within their respective spheres, as provided by the
Trustees, the President shall at all times exercise a general supervision and
direction over the affairs of the Trust. The President shall have the power to
employ attorneys and counsel for the Trust or any Series or Class thereof, and
other advisers and agents for the Trust and to employ such subordinate officers,
agents, clerks and employees as the President may find necessary to transact the
business of the Trust or any Series or Class thereof. The President shall also
have the power to grant, issue, execute or sign such powers of attorney, proxies
or other documents as may be deemed advisable or necessary in furtherance of the
interests of the Trust or any Series or Class thereof. The President shall have
such other powers and duties, as from time to time may be conferred upon or
assigned to him by the Trustees.
6.6 Powers and Duties of Vice Presidents. In the absence or disability of
the President, the Vice Presidents, and in the order designated by the Trustees,
shall perform all the duties and may exercise any of the powers of the
President, subject to the control of the Trustees. Each Vice President shall
perform such other duties as may be assigned to him or her from time to time by
the Trustees or the President.
6.7 Powers and Duties of the Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Trust. The Treasurer shall
deliver all funds of the Trust or any Series or Class thereof which may come
into the Treasurer's hands to such Custodian as the Trustees may employ. The
Treasurer shall render a statement of condition of the finances of the Trust or
any Series or Class thereof to the Trustees as often as the Trustees shall
require the same and the Treasurer shall in general perform all the duties
incident to the office of a Treasurer and such other duties as from time to time
may be assigned to the Treasurer by the Trustees. The Treasurer shall give a
bond for the faithful discharge of the Treasurer's duties, if required so to do
by the Trustees, in such sum and with such surety or sureties as the Trustees
shall require.
6.8 Powers and Duties of the Secretary. The Secretary shall attend all
meetings of the Trustees and Shareholders; the Secretary shall keep the minutes
of all meetings of the Trustees and of the Shareholders in proper books provided
for that purpose; the Secretary shall have custody of the seal of the Trust; the
Secretary shall have charge of the Share transfer books, lists and records
unless the same are in the charge of a transfer agent. The Secretary shall
attend to
11
the giving and serving of all notices by the Trust in accordance with the
provisions of these By-Laws and as required by law; and subject to these
By-Laws, the Secretary shall in general perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to the Secretary by the Trustees.
6.9 Powers and Duties of Assistant Treasurers. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. Each Assistant Treasurer shall perform such other duties as from time
to time may be assigned to such Assistant Treasurer by the Trustees. Each
Assistant Treasurer performing the duties and exercising the powers of the
Treasurer, if any, shall give a bond for the faithful discharge of his duties,
if required so to do by the Trustees, in such sum and with such surety or
sureties as the Trustees shall require.
6.10 Powers and Duties of Assistant Secretaries. In the absence or
disability of the Secretary, any Assistant Secretary designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Secretary. Each Assistant Secretary shall perform such other duties as from time
to time may be assigned to such officer by the Trustees.
6.11 Compensation of Officers and Trustees and Members of the Advisory
Board. Subject to any applicable provisions of the Declaration of Trust, the
compensation of the officers and Trustees and members of any advisory board
shall be fixed from time to time by the Trustees or, in the case of officers, by
any Committee or officer upon whom such power may be conferred by the Trustees.
No officer shall be prevented from receiving such compensation as such officer
by reason of the fact that the officer is also a Trustee.
ARTICLE 7
FISCAL YEAR
The fiscal year of the Trust shall end on such date as the Trustees shall
from time to time determine.
ARTICLE 8
SEAL
The Trustees may, but shall not be required to, adopt a seal which shall
be in such form and shall have such inscription thereon as the Trustees may from
time to time prescribe.
ARTICLE 9
SUFFICIENCY AND WAIVERS OF NOTICE
Whenever any notice whatever is required to be given by law, the
Declaration of Trust or these By-Laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. A notice shall be deemed to
have been sent by mail, telegraph or cable when it has been delivered to a
representative of any company holding itself out as capable of sending notice by
such means
12
with instructions that it be so sent, or at the time of confirmation if sent by
wireless, facsimile or other electronic means.
ARTICLE 10
CERTIFICATES
If so determined by resolution of the Board of Trustees, each Shareholder
of the Trust shall be entitled upon request to have a certificate or
certificates, in such form as shall be approved by the Board of Trustees,
representing the number of Shares of the Trust owned by the Shareholder,
provided, however, that certificates for fractional shares will not be delivered
in any case. Certificates representing Shares shall be signed by or in the name
of the Trust by the President or a Vice President or the Chairman and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Any or all of the signatures may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate shall be issued, it may be issued by the Trust
with the same effect as if such officer, transfer agent or registrar were still
in the office at the date of issue.
ARTICLE 11
AMENDMENT
These By-Laws, or any of them, may be altered, amended or repealed, or new
By-Laws may be adopted by the Trustees, provided, however, that no By-law may be
amended, adopted or repealed by the Trustees if such amendment, adoption or
repeal requires, pursuant to law, the Declaration of Trust or these By-Laws, a
vote of the Shareholders.
Adopted: November 30, 2007
END OF BY-LAWS
13
