BY-LAWS
OF
SELECT ASSET FUND III
TABLE OF CONTENTS
Page
ARTICLE I
Shareholder Meetings . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Chairman . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Proxies; Voting . . . . . . . . . . . . . . . . . . . 1
1.3 Fixing Record Dates . . . . . . . . . . . . . . . . . 1
1.4 Inspectors . . . . . . . . . . . . . . . . . . . . . 1
1.5 Records at Shareholder Meetings . . . . . . . . . . . 2
1.6 Notice of Shareholder Business . . . . . . . . . . . 2
ARTICLE II
Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 Number of Trustees . . . . . . . . . . . . . . . . . 3
2.2 Annual and Regular Meetings . . . . . . . . . . . . . 3
2.3 Chairman; Records . . . . . . . . . . . . . . . . . . 4
2.4 Compensation . . . . . . . . . . . . . . . . . . . . 4
2.5 Investment Policies . . . . . . . . . . . . . . . . . 4
ARTICLE III
Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.1 Officers of the Trust . . . . . . . . . . . . . . . . 4
3.2 Election and Tenure . . . . . . . . . . . . . . . . . 5
3.3 Removal of Officers . . . . . . . . . . . . . . . . . 5
3.4 Bonds and Surety . . . . . . . . . . . . . . . . . . 5
3.5 Chairman, President, and Vice Presidents . . . . . . 5
3.6 Secretary . . . . . . . . . . . . . . . . . . . . . . 6
3.7 Treasurer . . . . . . . . . . . . . . . . . . . . . . 6
3.8 Other Officers and Duties . . . . . . . . . . . . . . 7
ARTICLE IV
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.1 Depositories . . . . . . . . . . . . . . . . . . . . 7
4.2 Signatures . . . . . . . . . . . . . . . . . . . . . 7
4.3 Seal . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE V
Stock Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.1 Transfer Agents, Registrars and the Like . . . . . . 8
5.2 Transfer of Shares . . . . . . . . . . . . . . . . . 8
5.3 Registered Shareholders . . . . . . . . . . . . . . . 8
5.4 Lost, Destroyed or Mutilated Certificates . . . . . . 8
ARTICLE VI
Amendment of By-Laws . . . . . . . . . . . . . . . . . . . . . . . . 9
6.1 Amendment and Repeal of By-Laws . . . . . . . . . . . 9
SELECT ASSET FUND III
BY-LAWS
These By-Laws are made and adopted pursuant to Section 3.8 of the
Agreement and Declaration of Trust establishing Select Asset Fund III (the
"Fund"), as from time to time amended (hereinafter called the
"Declaration"). All words and terms capitalized in these By-Laws shall
have the meaning or meanings set forth for such words or terms in the
Declaration.
ARTICLE I
Shareholder Meetings
1.1 Chairman. The Chairman, if any, shall act as chairman at
all meetings of the Shareholders; in the Chairman's absence, the Trustee or
Trustees present at each meeting may elect a temporary chairman for the
meeting, who may be one of themselves.
1.2 Proxies; Voting. Shareholders may vote either in person or
by duly executed proxy and each full share represented at the meeting shall
have one vote, all as provided in Article 6 of the Declaration.
1.3 Fixing Record Dates. For the purpose of determining the
Shareholders who are entitled to notice of or to vote or act at any
meeting, including any adjournment thereof, or who are entitled to
participate in any dividends, or for any other proper purpose, the Trustees
may from time to time, without closing the transfer books, fix a record
date in the manner provided in Section 6.3 of the Declaration. If the
Trustees do not prior to any meeting of Shareholders so fix a record date
or close the transfer books, then the date of mailing notice of the meeting
or the date upon which the dividend resolution is adopted, as the case may
be, shall be the record date.
1.4 Inspectors. The Board of Trustees may, in advance of any
meeting of Shareholders, appoint one or more inspectors to act at such
meeting or any adjournment thereof. If the inspector shall not be so
appointed or if any of them shall fail to appear or act, the chairman of
the meeting may, and on the request of any Shareholder entitled to vote
thereat shall, appoint inspectors. Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath to execute
faithfully the duties of inspector at such meeting with strict impartiality
and according to the best of his ability. The inspectors shall determine
the number of Shares outstanding and the voting powers of each, the number
of Shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct
the election or vote with fairness to all Shareholders. On request of the
chairman of the meeting or any Shareholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, request or
matter determined by them and shall execute a certificate of any fact found
by them. No Trustee or candidate for the office of trustee shall act as
inspector of an election of trustees. Inspectors need not be Shareholders.
1.5 Records at Shareholder Meetings. At each meeting of the
Shareholders, there shall be made available for inspection at a convenient
time and place during normal business hours, if requested by Shareholders,
the minutes of the last previous Annual or Special Meeting of Shareholders
of the Trust and a list of the Shareholders of the Trust, as of the record
date of the meeting or the date of closing of transfer books, as the case
may be. Such list of Shareholders shall contain the name and the address
of each Shareholder in alphabetical order and the 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 a Delaware business corporation.
1.6 Notice of Shareholder Business. At any annual or special
meeting of the Shareholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought
before an annual or special meeting, the business must be (i) specified in
the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Trustees, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Trustees, or (iii)
otherwise properly brought before the meeting by a Shareholder.
For business to be properly brought before an annual or special
meeting by a Shareholder, the Shareholder must have given timely notice
thereof in writing to the Secretary of the Fund. To be timely, any such
notice must be delivered to or mailed and received at the principal
executive offices of the Fund not later than 30 days prior to the date of
the meeting; provided, however, that if less than 30 days' notice or prior
public disclosure of the date of the meeting is given or made to
Shareholders, any such notice by a Shareholder to be timely must be so
received not later than the close of business on the 5th day following the
day on which notice of the date of the annual or special meeting was given
or such public disclosure was made.
Any such notice by a Shareholder shall set forth as to each
matter the Shareholder proposes to bring before the annual or special
meeting (i) a brief description of the business desired to be brought
before the annual or special meeting and the reasons for conducting such
business at the annual or special meeting, (ii) the name and address, as
they appear on the Fund's books, of the Shareholder proposing such
business, (iii) the class and number of Shares of the capital stock of the
Fund which are beneficially owned by the Shareholder, and (iv) any material
interest of the Shareholder in such business.
Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at any annual or special meeting except in
accordance with the procedures set forth in this Section 1.6. The chairman
of the annual or special meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 1.6, and, if he
should determine, he shall so declare to the meeting that any such business
not properly brought before the meeting shall not be considered or
transacted.
ARTICLE II
Trustees
2.1 Number of Trustees. The number of trustees shall be fixed
from time to time by resolution of the Board of Trustees adopted by a
majority of the Trustees then in office; provided, however, that the
number of trustees shall never be less than one (1).
2.2 Annual and Regular Meetings. Meetings of the Trustees shall
be held from time to time upon the call of the Chairman, if any, the
President, the Secretary or any two Trustees. Regular meetings of the
Trustees may be held without call or notice and shall generally be held
quarterly. Neither the business to be transacted at, nor the purpose of,
any meeting of the Board of Trustees need be stated in the notice or waiver
of notice of such meeting, and no notice need be given of action proposed
to be taken by unanimous written consent. Meetings of the Trustees may be
held at such time and such place as the Board of Trustees may from time to
time determine or as shall be specified in the notice of such meeting.
2.3 Chairman; Records. The Chairman, if any, shall act as
chairman at all meetings of the Trustees; in absence of a chairman, the
Trustees present shall elect one of their number to act as temporary
chairman. The results of all actions taken at a meeting of the Trustees,
or by unanimous written consent of the Trustees, shall be recorded by the
person appointed by the Board of Trustees as the meeting secretary.
2.4 Compensation. Trustees may receive compensation for
services to the Trust in their capacities as trustees or otherwise in such
manner and in such amounts as may be fixed from time to time by the Board
of Trustees.
2.5 Investment Policies. It shall be the duty of the Board of
Trustees to ensure that the purchase, sale, retention and disposal of
portfolio securities and the other investment practices of the Trust are at
all times consistent with the investment policies and restrictions with
respect to securities investments and otherwise of the Trust, as recited in
any registration statement of the Trust filed with the Securities and
Exchange Commission (or such investment policies and restrictions may be
modified by the Board of Trustees or, if required, by a majority vote of
the Shareholders of the Trust). However, the Board may delegate the duty
of the management of the assets and the administration of its day to day
operations to one or more officers, individuals or management companies
and/or investment advisors.
ARTICLE III
Officers
3.1 Officers of the Trust. The officers of the Trust shall
consist of a Chairman, if any, a President, a Secretary, a Treasurer and
such other officers or assistant officers as may be elected or authorized
by the Trustees. Any two or more of the offices may be held by the same
Person, except that the same person may not be both President and
Secretary. The Chairman, if any, shall be a Trustee, but no other officer
of the Trust need be a Trustee.
3.2 Election and Tenure. At the initial organization meeting,
the Trustees shall elect the Chairman, if any, President, Secretary,
Treasurer and such other officers as the Trustees shall deem necessary or
appropriate in order to carry out the business of the Trust. Such officers
shall serve at the pleasure of the Trustees or until their successors have
been duly elected and qualified. The Trustees may fill any vacancy in
office or add any additional officers at any time.
3.3 Removal of Officers. Any officer may be removed at any
time, with or without cause, by action of a majority of the Trustees. This
provision shall not prevent the making of a contract of employment for a
definite term with any officer and shall have no effect upon any cause of
action which any officer may have as a result of removal in breach of a
contract of employment. Any officer may resign at any time by notice in
writing signed by such officer and delivered or mailed to the Chairman, if
any, President, or Secretary, and such resignation shall take effect
immediately upon receipt by the Chairman, if any, President, or Secretary,
or at a later date according to the terms of such notice in writing.
3.4 Bonds and Surety. Any officer may be required by the
Trustees to be bonded for the faithful performance of such officer's duties
in such amount and with such sureties as the Trustees may determine.
3.5 Chairman, President, and Vice Presidents. The Chairman, if
any, shall, if present, preside at all meetings of the Shareholders and of
the Trustees and shall exercise and perform such other powers and duties as
may be from time to time assigned to such person by the Trustees. Subject
to such supervisory powers, if any, as may be given by the Trustees to the
Chairman, if any, the President shall be the chief executive officer of the
Trust and, subject to the control of the Trustees, shall have general
supervision, direction and control of the business of the Trust and of its
employees and shall exercise such general powers of management as are
usually vested in the office of President of a corporation. Subject to
direction of the Trustees, the Chairman, if any, and the President shall
each have power in the name and on behalf of the Trust or any of its Series
to execute any and all loans, documents, contracts, agreements, deeds,
mortgages, registration statements, applications, requests, filings and
other instruments in writing, and to employ and discharge employees and
agents of the Trust. Unless otherwise directed by the Trustees, the
Chairman, if any, and the President shall each have full authority and
power, on behalf of all of the Trustees, to attend and to act and to vote,
on behalf of the Trust at any meetings of business organizations in which
the Trust holds an interest, or to confer such powers upon any other
persons, by executing any proxies duly authorizing such persons. The
Chairman, if any, and the President shall have such further authorities and
duties as the Trustees shall from time to time determine. In the absence
or disability of the President, the Vice-Presidents in order of their rank
as fixed by the Trustees or, if more than one and not ranked, the
Vice-President designated by the Trustees, shall perform all of the duties
of the President, and when so acting shall have all the powers of and be
subject to all of the restrictions upon the President. Subject to the
direction of the Trustees, and of the President, each Vice-President shall
have the power in the name and on behalf of the Trust to execute any and
all instruments in writing, and, in addition, shall have such other duties
and powers as shall be designated from time to time by the Trustees or by
the President.
3.6 Secretary. The Secretary shall maintain the minutes of all
meetings of, and record all votes of, Shareholders, Trustees and the
Executive Committee, if any. The Secretary shall be custodian of the seal
of the Trust, if any, and the Secretary (and any other person so authorized
by the Trustees) shall affix the seal, or if permitted, facsimile thereof,
to any instrument executed by the Trust which would be sealed by a Delaware
business corporation executing the same or a similar instrument and shall
attest the seal and the signature or signatures of the officer or officers
executing such instrument on behalf of the Trust. The Secretary shall also
perform any other duties commonly incident to such office in a Delaware
business corporation, and shall have such other authorities and duties as
the Trustees shall from time to time determine.
3.7 Treasurer. Except as otherwise directed by the Trustees,
the Treasurer shall have the general supervision of the monies, funds,
securities, notes receivable and other valuable papers and documents of the
Trust, and shall have and exercise under the supervision of the Trustees
and of the President all powers and duties normally incident to the office.
The Treasurer may endorse for deposit or collection all notes, checks and
other instruments payable to the Trust or to its order. The Treasurer
shall deposit all funds of the Trust in such depositories as the Trustees
shall designate. The Treasurer shall be responsible for such disbursement
of the funds of the Trust as may be ordered by the Trustees or the
President. The Treasurer shall keep accurate account of the books of the
Trust's transactions which shall be the property of the Trust, and which
together with all other property of the Trust in the Treasurer's
possession, shall be subject at all times to the inspection and control of
the Trustees. Unless the Trustees shall otherwise determine, the Treasurer
shall be the principal accounting officer of the Trust and shall also be
the principal financial officer of the Trust. The Treasurer shall have
such other duties and authorities as the Trustees shall from time to time
determine. Notwithstanding anything to the contrary herein contained, the
Trustees may authorize any adviser, administrator, manager or transfer
agent to maintain bank accounts and deposit and disburse funds of any
Series of the Trust on behalf of such Series.
3.8 Other Officers and Duties. The Trustees may elect or
appoint or may authorize the Chairman, if any, or President to appoint such
other officers and assistant officers as they shall from time to time
determine to be necessary or desirable in order to conduct the business of
the Trust. Assistant officers shall act generally in the absence of the
officer whom they assist and shall assist that officer in the duties of the
office. Each officer, employee and agent of the Trust shall have such
other duties and authority as may be conferred upon such person by the
Trustees or delegated to such person by the President.
ARTICLE IV
Miscellaneous
4.1 Depositories. In accordance with Section 3.9 of the
Declaration, the funds of the Trust shall be deposited in such custodians
as the Trustees shall designate and shall be drawn out on checks, drafts or
other orders signed by such officer, officers, agent or agents (including
the adviser, administrator or manager), as the Trustees may from time to
time authorize.
4.2 Signatures. All contracts and other instruments shall be
executed on behalf of the Trust by its properly authorized officers, agent
or agents, as provided in the Declaration or By-laws or as the Trustees may
from time to time by resolution provide.
4.3 Seal. The Trust is not required to have any seal, and the
adoption or use of a seal shall be purely ornamental and be of no legal
effect. The seal, if any, of the Trust, or any Series of the Trust, if
any, may be affixed to any instrument, and the seal and its attestation may
be lithographed, engraved or otherwise printed on any document with the
same force and effect as if it had been imprinted and affixed manually in
the same manner and with the same force and effect as if done by a Delaware
business corporation. The presence or absence of a seal shall have no
effect on the validity, enforceability or binding nature of any document or
instrument that is otherwise duly authorized, executed and delivered.
ARTICLE V
Stock Transfers
5.1 Transfer Agents, Registrars and the Like. As provided in
Section 5.7 of the Declaration, the Trustees shall have authority to employ
and compensate such transfer agents and registrars with respect to the
Shares of the various Series of the Trust as the Trustees shall deem
necessary or desirable. In addition, the Trustees shall have power to
employ and compensate such dividend disbursing agents, warrant agents and
agents for the reinvestment of dividends as they shall deem necessary or
desirable. Any of such agents shall have such power and authority as is
delegated to any of them by the Trustees.
5.2 Transfer of Shares. The Shares of the Trust shall be
transferable on the books of the Trust only upon delivery to the Trustees
or a transfer agent of the Trust of proper documentation as provided in
Section 5.8 of the Declaration. The Trust, or its transfer agents, shall
be authorized to refuse any transfer unless and until presentation of such
evidence as may be reasonably required to show that the requested transfer
is proper.
5.3 Registered Shareholders. The Trust may deem and treat the
holder of record of any Shares as the absolute owner thereof for all
purposes and shall not be required to take any notice of any right or claim
of right of any other person.
5.4 Lost, Destroyed or Mutilated Certificates. The holder of
any certificates representing shares of stock of the Trust shall
immediately notify the Trust of any loss, destruction or mutilation of such
certificate, and the Trust may issue a new certificate of stock in the
place of any certificate theretofore issued by it that the owner thereof
shall allege to have been lost or destroyed or that shall have been
mutilated, and the Board of Trustees may, in its discretion, require such
owner or his legal representatives to give to the Trust a bond in such sum,
limited or unlimited, and in such form and with such surety or sureties, as
the Board of Trustees in its absolute discretion shall determine, to
indemnify the Trust against any claim that may be made against it on
account of the alleged loss or destruction of any such certificate, or
issuance of a new certificate. Anything herein to the contrary
notwithstanding, the Board of Trustees, in its absolute discretion, may
refuse to issue any such new certificate, except pursuant to legal
proceedings under the laws of the State of Delaware.
ARTICLE VI
Amendment of By-Laws
6.1 Amendment and Repeal of By-Laws. In accordance with Section
3.8 of the Declaration, only the Trustees shall have the power to amend or
repeal the By-Laws or adopt new By-Laws at any time. Action by the
Trustees with respect to the By-Laws shall be taken by an affirmative vote
of a majority of the Trustees. The Trustees shall in no event adopt
By-Laws which are in conflict with the Declaration, and any apparent
inconsistency shall be construed in favor of the related provisions in the
Declaration.
