GLEN RAUCH FUNDS
BYLAWS
DATED OCTOBER 10, 2000
TABLE OF CONTENTS
Page
ARTICLE I
PRINCIPAL OFFICE...............................................................1
ARTICLE II
OFFICERS AND THEIR ELECTION....................................................1
Section 2.01 Officers......................................................1
Section 2.02 Election of Officers..........................................1
Section 2.03 Resignations..................................................1
ARTICLE III
POWERS AND DUTIES OF OFFICERS AND TRUSTEES.....................................1
Section 3.01 Management of the Trust.......................................1
Section 3.02 Executive And Other Committees................................2
Section 3.03 Compensation..................................................2
Section 3.04 Chairman of the Board of Trustees.............................2
Section 3.05 President.....................................................2
Section 3.06 Treasurer.....................................................2
Section 3.07 Secretary.....................................................2
Section 3.08 Vice President................................................2
Section 3.09 Assistant Treasurer...........................................3
Section 3.10 Assistant Secretary...........................................3
Section 3.11 Subordinate Officers..........................................3
Section 3.12 Surety Bonds..................................................3
Section 3.13 Removal.......................................................3
Section 3.14 Remuneration..................................................3
ARTICLE IV
SHAREHOLDERS' MEETINGS.........................................................4
Section 4.01 Special Meetings..............................................4
Section 4.02 Notices.......................................................4
Section 4.03 Voting-Proxies................................................4
Section 4.04 Place of Meeting..............................................5
Section 4.05 Action Without a Meeting......................................5
Section 4.06 Abstentions and Broker Non-Votes..............................5
ARTICLE V
TRUSTEES' MEETINGS.............................................................5
Section 5.01 Special Meetings..............................................5
Section 5.02 Regular Meetings..............................................5
Section 5.03 Quorum........................................................5
Section 5.04 Notice........................................................5
Section 5.05 Place of Meeting..............................................6
Section 5.06 Special Action................................................6
Section 5.07 Action by Consent.............................................6
Section 5.08 Participation in Meetings By Conference Telephone.............6
ARTICLE VI
FISCAL YEAR; REGISTERED OFFICE AND REGISTERED AGENT............................6
Section 6.01 Fiscal Year...................................................6
Section 6.02 Registered Office and Registered Agent........................6
ARTICLE VII
INSPECTION OF BOOKS............................................................6
ARTICLE VIII
INSURANCE OF OFFICERS, TRUSTEES, AND EMPLOYEES.................................7
ARTICLE IX
SEAL...........................................................................7
GLEN RAUCH FUNDS
BYLAWS
These Bylaws of Glen Rauch Funds (the "Trust"), a Delaware
business trust, are subject to the Declaration of Trust of the Trust, originally
adopted on October 10, 2000, and as from time to time amended, supplemented or
restated (the "Declaration of Trust"). Capitalized terms used herein which are
defined in the Declaration of Trust are used as therein defined.
ARTICLE I
PRINCIPAL OFFICE
The principal office of the Trust shall be located in at 44
Wall Street, New York, N.Y. 10005, or such other location as the Trustees may,
from time to time, determine. The Trust may establish and maintain such other
offices and places of business as the Trustees may, from time to time,
determine.
ARTICLE II
OFFICERS AND THEIR ELECTION
SECTION 2.01 OFFICERS. The officers of the Trust shall be a
President, a Treasurer, a Secretary, and such other officers as the Trustees may
from time to time 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 other officer to be a holder of Shares in the
Trust.
SECTION 2.02 ELECTION OF OFFICERS. The Treasurer and Secretary
shall be chosen by the Trustees. The President shall be chosen by and from the
Trustees. Two or more offices may be held by a single person except the offices
of President and Secretary. Subject to the provisions of Section 3.13 hereof 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 2.03 RESIGNATIONS. Any officer of the Trust may
resign, notwithstanding Section 2.02 hereof, 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 3.01 MANAGEMENT OF THE TRUST. The business and affairs
of the Trust shall be managed by, or under the direction of the Trustees, and
they shall have all powers necessary and desirable to carry out their
responsibilities, so far as such powers are not inconsistent with the laws of
the State of Delaware, the Declaration of Trust or with these Bylaws.
SECTION 3.02 EXECUTIVE AND OTHER COMMITTEES. The Trustees may
elect from their own number an executive committee, which shall have any or all
of the powers of the Board of Trustees while the Board of Trustees is not in
session. The Trustees may also 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, and
the Trustees may abolish any of the committees 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 3.03 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 3.04 CHAIRMAN OF THE BOARD OF TRUSTEES. The Trustees
may 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, subject to the approval of the
Trustees, appoint a Trustee to preside at such meetings in his absence. He shall
perform such other duties as the Trustees may from time to time designate.
SECTION 3.05 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 may otherwise order, the President shall have the power
to grant, issue, execute or sign such powers of attorney, process, agreements or
other documents as may be deemed advisable or necessary in the furtherance of
the interests of the Trust or any Series thereof. He shall also have the power
to employ attorneys, accountants and other advisors and agents and counsel for
the Trust. The President shall perform such duties additional to all of the
foregoing as the Trustees may from time to time designate.
SECTION 3.06 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 Declaration of Trust
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 may from time to time require. The
Treasurer shall perform such additional duties as the Trustees may from time to
time designate.
SECTION 3.07 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 custody of the seal
of the Trust. The Secretary shall perform such additional duties as the Trustees
may from time to time designate.
SECTION 3.08 VICE PRESIDENT. Any Vice President of the Trust
shall perform such duties as the Trustees or the President may from time to time
designate. At the request or in the absence or disability of the President, the
Vice President (or, if there are two 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 3.09 ASSISTANT TREASURER. Any Assistant Treasurer of
the Trust shall perform such duties as the Trustees or the Treasurer may from
time to time 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 and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the Treasurer.
SECTION 3.10 ASSISTANT SECRETARY. Any Assistant Secretary of
the Trust shall perform such duties as the Trustees or the Secretary may from
time to time 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 and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the Secretary.
SECTION 3.11 SUBORDINATE OFFICERS. The Trustees from time to
time may appoint such other officers or agents as they 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 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 3.12 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 Commission) to the Trust in such sum
and with such surety or sureties as the Trustees may determine, conditioned upon
the faithful performance of his 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 his hands.
SECTION 3.13 REMOVAL. Any officer may be removed from office,
with or without cause, 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 3.11 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.
SECTION 3.14 REMUNERATION. 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' MEETINGS
SECTION 4.01 SPECIAL MEETINGS. A special meeting of the
shareholders shall be called by the Secretary as provided in the Delcaration of
Trust. If the Secretary, when so ordered or requested, refuses or neglects for
more than 30 days to call such special meeting, the Trustees or the Shareholders
so requesting may, in the name of the Secretary, 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 or more Series or classes of
Shares, but not a meeting of all Shareholders of the Trust, then only special
meetings of the Shareholders of such one or more Series or classes shall be
called and only the shareholders of such one or more Series or classes shall be
entitled to notice of and to vote at such meeting.
SECTION 4.02 NOTICES. Except as provided in Section 4.01,
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 ten (10)
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 records of such meeting, or to any Shareholder who
shall attend such meeting in person or by proxy. Notice of adjournment of a
Shareholder's meeting to another time or place need not be given, if such time
and place are announced at the meeting or 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 4.03 VOTING - PROXIES. Subject to the provisions of
the Declaration of Trust, shareholders entitled to vote may vote either in
person or by proxy. A proxy shall be deemed signed if the Shareholder's name
is placed on the proxy (by manual signature, typewriting, telegraphic
transmission, facsimile, other electronic or computerized means or otherwise)
by the Shareholder or the Shareholder's attorney-in-fact. Proxies may be given
by any electronic or computerized or telecommunication device except as
otherwise provided in the Declaration of Trust or determined by the Trustees.
The placing of a Shareholder's name on a proxy instruction transmitted by
telephone, computer, other electronic means or otherwise pursuant to procedures
reasonably designed, as determined by the Trustees, 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 shall be delivered to
the Secretary of the Trust or other person responsible for recording the
proceedings before being voted. A proxy with respect to shares held in the name
of two or more persons shall be valid if executed by one of them unless at or
prior to exercise of such proxy the Trust receives a specific written notice
from any one 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 proving invalidity shall rest on the challenger. At all meetings of
the Shareholders, unless the voting is conducted by inspectors, all questions
relating to the qualifications of voters, the validity of 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 Declaration of Trust, as
these Bylaws or such Declaration of Trust may be amended or supplemented from
time to time, 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.
SECTION 4.04 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 4.05 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 Shareholders
held at the principal place of business of the Trust.
SECTION 4.06 ABSTENTIONS AND BROKER NON-VOTES. (A) Shares that
abstain or do not vote with respect to one or more of any proposals presented
for Shareholder approval and (B) Shares held in "street name" as to which the
broker or nominee with respect thereto indicates on the proxy that it does not
have discretionary authority to vote with respect to a particular proposal will
be counted as outstanding and entitled to vote for purposes of determining
whether a quorum is present at a meeting, but will not be counted as Shares
voted with respect to such proposal or proposals.
ARTICLE V
TRUSTEES' MEETINGS
SECTION 5.01 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 other Trustees.
SECTION 5.02 REGULAR MEETINGS. Regular meetings of the
Trustees may be held at such places and at such times as the Trustees may from
time to time 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 other
Trustees, as provided for in Section 4.04 of the Declaration of Trust.
SECTION 5.03 QUORUM. A majority of the Trustees shall
constitute a quorum for the transaction of business at any meeting and an action
of a majority of the Trustees in attendance constituting a quorum shall
constitute action of the Trustees.
SECTION 5.04 NOTICE. Except as otherwise provided, notice of
any special meeting of the Trustees shall be given by the party calling the
meeting to each of the Trustees, as provided for in Section 4.04 of the
Declaration of Trust. 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 5.05 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.
SECTION 5.06 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 records of such meeting, the acts of such meeting shall be valid
as if such meeting had been regularly held.
SECTION 5.07 ACTION BY CONSENT. Any action by the Trustees may
be taken without a meeting if a written consent thereto is signed by a majority
of 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 5.08 PARTICIPATION IN MEETINGS BY CONFERENCE
TELEPHONE. Except when presence in person is required at a meeting under the
1940 Act or other applicable laws, 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 are able to 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
FISCAL YEAR; REGISTERED OFFICE AND REGISTERED AGENT
SECTION 6.01 FISCAL YEAR. The fiscal year of the Trust and of
each Series of the Trust shall end on December 31 of each year; provided that
the last fiscal year of the Trust and each Series shall end on the date on which
the Trust or each such Series is terminated, as applicable; and further provided
that the Trustees by resolution and without a Shareholder vote may at any time
change the fiscal year of the Trust and of any or all Series (and the Trust and
each Series may have different fiscal years as determined by the Trustees).
SECTION 6.02 REGISTERED OFFICE AND REGISTERED AGENT. The
initial registered office of the Trust in the State of Delaware shall be located
at 1201 North Market Street, Wilmington, Delaware 19801. The registered agent of
the Trust at such location shall be Delaware Corporation Organizers, Inc.;
provided that the Trustees by resolution and without a Shareholder vote may at
any time change the Trust's registered office or its registered agent, or both.
ARTICLE VII
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.
ARTICLE VIII
INSURANCE OF OFFICERS, TRUSTEES, AND EMPLOYEES
The Trust may purchase and maintain insurance on behalf of any
Covered Person (as defined in Section 10.02 of the Declaration of Trust) 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, joint venture, trust or other enterprise against
any liability asserted against him and claimed 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 would otherwise 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 IX
SEAL
The seal of the Trust shall be circular in form bearing the
inscription:
"GLEN RAUCH FUNDS, 2000
THE STATE OF DELAWARE"
