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Exhibit 99.b
BY-LAWS
OF
THE PRAIRIE FUND
These By-Laws of The Prairie Fund (the "Trust"), a Delaware
business trust, are subject to the Trust's Declaration of Trust, dated April
12, 2000, as from time to time amended, supplemented, or restated (the "Trust
Instrument"). Capitalized terms used herein which are defined in the Trust
Instrument are used as therein defined.
ARTICLE I
PRINCIPAL OFFICE
The principal office of the Trust shall be located in Miami,
Florida or such other location as the Trustees, from time to time, may
determine. The Trust may establish and maintain such other offices and places
of business as the Trustees, from time to time, may determine.
ARTICLE II
OFFICERS AND THEIR ELECTION
Section 1. Officers. The officers of the Trust shall be President, a
Treasurer, a Secretary, and such other officers as the Trustees from time to
time may elect. The Trustees may delegate to any officer or committee the power
to appoint any subordinate officers or agents. It shall not be necessary for
any Trustee or officer to be a holder of Shares in the Trust.
Section 2. Election of Officers. The Treasurer and Secretary shall be
chosen by the Trustees. The President shall be chosen by and from the Trustees.
Two (2) or more offices may be held by a single person except the offices of
President and Secretary. Subject to the provisions of Section 3 of Article II
of these By-Laws, the President, the Treasurer, and the Secretary shall each
hold office until their successors are chosen and qualified and all other
officers shall hold office at the pleasure of the Trustees.
Section 3. Resignations. Any officer of the Trust may resign,
notwithstanding Section 2 of Article II of these By-Laws, by filing a written
resignation with the President, the Trustees, or the Secretary, which
resignation shall take effect on being so filed or at such time as may be
therein specified.
ARTICLE III
POWERS AND DUTIES OF OFFICERS AND TRUSTEES
Section 1. Management of the Trust; General. The business and affairs of
the Trust shall be managed by, or under the direction of, the Trustees, and the
Trustees shall have all powers necessary
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and desirable to carry out their responsibilities, so far as such powers are
not inconsistent with the laws of the State of Delaware, the Trust Instrument,
or with these By-Laws.
Section 2. Executive and Other Committees. The Trustees may elect from
their own number an executive committee, which shall have any or all the powers
of the Trustees while the Trustees are not in session. The Trustees also may
elect from their own number other committees from time to time. The number
composing such committees and the powers conferred upon the same are to be
determined by vote of a majority of the Trustees. 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 actions to the Trustees. The Trustees shall have
power to rescind any action of any committee, but no such rescission shall have
retroactive effect.
Section 3. Compensation. Each Trustee and each committee member may
receive such compensation for his services and reimbursement for his expenses
as may be fixed from time to time by resolution of the Trustees.
Section 4. Chairman of the Trustees. The Trustees shall appoint from
among their number a Chairman who shall serve as such at the pleasure of the
Trustees. When present, he shall preside at all meetings of the Shareholders
and the Trustees, and he may appoint, subject to the approval of the Trustees,
a Trustee to preside at such meetings in his absence. He shall perform such
other duties as the Trustees from time to time may designate.
Section 5. President. The President shall be the chief executive officer
of the Trust and, subject to the direction of the Trustees, shall have general
administration of the business and policies of the Trust. Except as the
Trustees otherwise may order, the President shall have the power to grant,
issue, execute, or sign such powers of attorney, proxies, agreements, or other
documents as may be deemed advisable or necessary in the furtherance of the
interest of the Trust. He also shall have the power to employ attorneys,
accountants, and other advisers and agents and counsel for the Trust. The
President shall perform such duties additional to all of the foregoing as the
Trustees from time to time may designate.
Section 6. Treasurer. The Treasurer shall be the principal financial and
accounting officer of the Trust. He shall deliver all funds and securities of
the Trust which may come into his hands to such company as the Trustees shall
employ as Custodian in accordance with the Trust Instrument and applicable
provisions of law. He shall make annual reports regarding the business and
condition of the Trust, which reports shall be preserved in Trust records, and
he shall furnish such other reports regarding the business and condition of the
Trust as the Trustees from time to time may require. The Treasurer shall
perform such additional duties as the Trustees from time to time may designate.
Section 7. Secretary. The Secretary shall record in books kept for the
purpose all votes and proceedings of the Trustees and the Shareholders at their
respective meetings. He shall have the
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custody of the seal of the Trust. The Secretary shall perform such additional
duties as the Trustees from time to time may designate.
Section 8. Vice President. Any Vice President of the Trust shall perform
such duties as the Trustees or the President from time to time may designate.
At the request or in the absence or disability of the President, the Vice
President (or, if there are two (2) or more Vice Presidents, then the senior of
the Vice Presidents present and able to act) may perform all the duties of the
President and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.
Section 9. Assistant Treasurer. Any Assistant Treasurer of the Trust
shall perform such duties as the Trustees or the Treasurer from time to time
may designate, and, in the absence of the Treasurer, the senior Assistant
Treasurer, present and able to act, may perform all the duties of the
Treasurer.
Section 10. Assistant Secretary. Any Assistant Secretary of the Trust
shall perform such duties as the Trustees or the Secretary from time to time
may designate, and, in the absence of the Secretary, the senior Assistant
Secretary, present and able to act, may perform all the duties of the
Secretary.
Section 11. Subordinate Officers. The Trustees from time to time may
appoint such other officers or agents as the Trustees may deem advisable, each
of whom shall have such title, hold office for such period, have such
authority, and perform such duties as the Trustees may determine. The Trustees
from time to time may delegate to one (1) or more officers or committees of
Trustees the power to appoint any such subordinate officers or agents and to
prescribe their respective terms of office, authorities, and duties.
Section 12. Surety Bonds. The Trustees may require any officer or agent of
the Trust to execute a bond (including, without limitation, any bond required
by the Investment Company Act of 1940, as amended ("the 1940 Act") and the
rules and regulations of the Securities and Exchange Commission ("Commission")
to the Trust in such sum and with such surety or sureties as the Trustees may
determine, conditioned upon the faithful performance of such officer's or
agent's duties to the Trust including responsibility for negligence and for the
accounting of any of the Trust's property, funds, or securities that may come
into such officer's or agent's hands.
Section 13. Removal. Any officer of the Trust may be removed from office
whenever in the judgment of the Trustees the best interest of the Trust will be
served thereby, by the vote of a majority of the Trustees given at any regular
meeting or any special meeting of the Trustees. In addition, any officer or
agent appointed in accordance with the provisions of Section 11 hereof may be
removed, either with or without cause, by any officer upon whom such power of
removal shall have been conferred by the Trustees.
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Section 14. Renumeration. The salaries or other compensation, if any,
of the officers of the Trust shall be fixed from time to time by resolution of
the Trustees.
ARTICLE IV
SHAREHOLDERS' MEETING
Section 1. Special Meetings. A special meeting of the Shareholders shall
be called by the Secretary whenever (i) ordered by the Trustees or (ii)
requested in writing by the holder or holders of at least ten percent (10%) of
the Outstanding Shares entitled to vote. If the Secretary, when so ordered or
requested, refuses or neglects for more than thirty (30) days to call such
special meeting, the Trustees or the Shareholders so requesting, in the name of
the Secretary, may call the meeting by giving notice thereof in the manner
required when notice is given by the Secretary. If the meeting is a meeting of
the Shareholders of one (1) or more Classes of Shares, but not a meeting of all
Shareholders of the Trust, then only special meetings of the Shareholders of
such one (1) or more Classes shall be called and only the Shareholders of such
one (1) or more Classes shall be entitled to notice of and to vote at such
meeting.
Section 2. Notices. Except as above provided, notices of any meeting of
the Shareholders shall be given by the Secretary by delivering or mailing,
postage prepaid, to each Shareholder entitled to vote at said meeting, written
or printed notification of such meeting at least fifteen (15) days before the
meeting, to such address as may be registered with the Trust by the
Shareholder. Notice of any Shareholder meeting need not be given to any
Shareholder if a written waiver of notice, executed before or after such
meeting, is filed with the record of such meeting, or to any Shareholder who
shall attend such meeting in person or by proxy. Notice of adjournment of a
Shareholders' meeting to another time or place need not be given, if such time
and place are announced at the meeting and reasonable notice is given to
persons present at the meeting and the adjourned meeting is held within a
reasonable time after the date set for the original meeting.
Section 3. Voting-Proxies. Subject to the provisions of the Trust
Instrument, Shareholders entitled to vote may vote either in person or by
proxy, provided that either (i) an instrument authorizing such proxy to act is
executed by the Shareholder in writing and dated not more than eleven (11)
months before the meeting, unless this instrument specifically provides for a
longer period or (ii) the Trustees adopt by resolution an electronic,
telephonic, computerized, or other alternative to execution of a written
instrument authorizing the proxy to act, which authorization is received no
more than eleven (11) months before the meeting. Proxies shall be delivered to
the Secretary of the Trust or other persons responsible for recording the
proceedings before being voted. A proxy with respect to Shares held in the name
of two (2) or more persons shall be valid if executed by one (1) of them unless
at or prior to exercise of such proxy the Trust receives specific written
notice to the contrary from any one (1) of them. Unless otherwise specifically
limited by their terms, proxies shall entitle the holder thereof to vote at any
adjournment of a meeting. A proxy purporting to be exercised by or on behalf of
a Shareholder shall be deemed valid unless challenged at or prior to its
exercise and the burden or providing invalidity shall rest on the challenger.
At all meetings of the Shareholders, unless the voting is conducted by
inspectors, all questions relating to
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the qualifications of voters, the validity or proxies, and the acceptance or
rejection of votes shall be decided by the Chairman of the meeting. Except as
otherwise provided herein or in the Trust Instrument, as these By-Laws or such
Trust Instrument may be amended or supplemented from time to time, all matters
relating to the giving, voting, or validity or 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.
Section 4. Place of Meeting. All special meetings of the Shareholders
shall be held at the principal place of business of the Trust or at such other
place in the United States as the Trustees may designate.
Section 5. Action Without a Meeting. Any action to be taken by
Shareholders may be taken without a meeting if all Shareholders entitled to
vote on the matter consent to the action in writing and the written consents
are filed with the records of meetings of Shareholders of the Trust. Such
consent shall be treated for all purposes as a vote at a meeting of the
Trustees held at the principal place of business of the Trust.
ARTICLE V
TRUSTEES' MEETINGS
Section 1. Special Meetings. Special meetings of the Trustees may be
called orally or in writing by the Chairman of the Board of Trustees or any two
(2) other Trustees.
Section 2. Regular Meeting. Regular meetings of the Trustees may be held
at such places and at such times as the Trustees from time to time may
determine; each Trustee present at such determination shall be deemed a party
calling the meeting and no call or notice will be required to such Trustee
provided that any Trustee who is absent when such determination is made shall
be given notice of the determination by the Chairman or any two (2) other
Trustees, as provided for in Section 4.04 of the Trust Instrument.
Section 3. Quorum. Three (3) Trustees shall constitute a quorum for
the transaction of business and an action of a majority of the quorum shall
constitute action of the Trustees.
Section 4. Notice. Except as otherwise provided, notice of any special
meeting of the Trustees shall be given by the party calling the meeting to each
Trustee, as provided for in Section 4.04 of the Trust Instrument. A written
notice may be mailed, postage prepaid, addressed to him at his address as
registered on the books of the Trust or, if not so registered, at his last
known address.
Section 5. Place of Meeting. All special meetings of the Trustees shall
be held at the principal place of business of the Trust or such other place as
the Trustees may designate. Any meeting may adjourn to any place.
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Section 6. Special Action. When all the Trustees shall be present at any
meeting, however called or wherever held, or shall assent to the holding of the
meeting without notice, or shall sign a written assent thereto filed with the
record of such meeting, the acts of such meeting shall be valid as if such
meeting had been regularly held.
Section 7. Action By Consent. Any action by the Trustees may be taken
without a meeting if a written consent thereto is signed by all the Trustees
and filed with the records of the Trustees' meeting. Such consent shall be
treated, for all purposes, as a vote at a meeting of the Trustees held at the
principal place of business of the Trustees.
Section 8. Participation in Meetings By Conference Telephone. Trustees
may participate in a meeting of Trustees by conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence
in person at such meeting. Any meeting conducted by telephone shall be deemed
to take place at and from the principal office of the Trust.
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
Section 1. Beneficial Interest. The beneficial interest in the Trust at
all times shall be divided into such transferable Shares of one (1) or more
separate and distinct classes, as the Trustees from time to time shall create
and establish. The number of Shares is unlimited, and each Share of each class
thereof shall be without par value and shall represent an equal proportionate
interest with each other Share, none having priority or preference over
another, except to the extent that such priorities or preferences are
established with respect to one (1) or more classes of shares consistent with
applicable law and any rule or order to the Commission.
Section 2. Transfer of Shares. The Shares of the Trust shall be
transferable, so as to affect the rights of the Trust, only by transfer
recorded on the books of the Trust, in person or by attorney.
Section 3. Equitable Interest Not Recognized. The Trust shall be entitled
to treat the holder of record of any Share or Shares of beneficial interest as
the holder in fact thereof, and shall not be bound to recognize any equitable
or other claim or interest in such Share or Shares on the part of any other
person except as otherwise may be expressly provided by law.
Section 4. Share Certificate. In lieu of issuing certificates for Shares,
the Trustees or the transfer or shareholder services agent either may issue
receipts therefor or may keep accounts upon the books of the Trust for the
record holders of such Shares, who in either case shall be deemed, for all
purposes hereunder, to be 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.
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ARTICLE VII
OWNERSHIP OF ASSETS OF THE TRUST
The Trustees, acting for and on behalf of the Trust, shall be
deemed to hold legal and beneficial ownership of any income earned on
securities held by the Trust issued by any business entity formed, organized or
existing under the laws of any jurisdiction other than a state, commonwealth,
possession, territory, or colony of the United States or the laws of the United
States.
ARTICLE VIII
INSPECTION OF BOOKS
The Trustees from time to time shall 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.
ARTICLE IX
INSURANCE OF OFFICERS, TRUSTEES, AND EMPLOYEES
The Trust may purchase and maintain insurance on behalf of
any Covered Person or employee of the Trust, including any Covered Person or
employee of the Trust who is or was serving at the request of the Trust as a
Trustee, officer, or employee of a corporation, partnership, association, joint
venture, trust, or other enterprise, against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Trustees would have the power to indemnify him against such
liability.
The Trust may not acquire or obtain a contract for insurance
that protects or purports to protect any Trustee or officer of the Trust
against any liability to the Trust or its Shareholders to which he otherwise
would be subject by reason of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the duties involved in the conduct of his office.
ARTICLE X
SEAL
The seal of the Trust shall be circular in form bearing the
inscription:
"THE PRAIRIE FUND
THE STATE OF DELAWARE"
The form of the seal shall be subject to alteration by the
Trustees and the seal may be used by causing the seal or a facsimile to be
impressed or affixed or printed or otherwise reproduced.
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Any officer or Trustee of the Trust shall have authority to
affix the seal of the Trust to any document, instrument, or other paper
executed and delivered by or on behalf of the Trust; however, unless otherwise
required by the Trustees, the seal shall not be necessary to be placed on, and
the seal's absence shall not impair the validity of, any document, instrument,
or other paper executed by or on behalf of the Trust.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Trust shall end on such date as the
Trustees from time to time shall determine.
ARTICLE XII
AMENDMENTS
These By-Laws may be amended at any meeting of the Trustees
of the Trust by a majority vote.
ARTICLE XIII
REPORT TO SHAREHOLDERS
The Trustees at least semi-annually shall submit to the
Shareholders a written financial report of the Trust including financial
statements which shall be certified at least annually by independent public
accountants.
ARTICLE XIV
HEADINGS
Headings are placed in these By-Laws for convenience of
reference only and, in case of any conflict, the text of these By-Laws rather
than the headings shall control.
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