VANTEQ FUNDS
(THE "TRUST")
BY-LAWS
ARTICLE I
SHAREHOLDERS
Section 1. Place of Meeting. All meetings of the Shareholders (which
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terms as used herein shall, together with all other terms defined in the
Declaration of Trust, have the same meaning as in the Declaration of Trust)
shall be held at the principal office of the Trust or at such other place as
may from time to time be designated by the Board of Trustees and stated in the
notice of meting.
Section 2. Shareholder Meetings. Meetings of the Shareholders for any
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purpose or purposes may be called by the Chairman of the Board of Trustees, if
any, or by the President or by the Board of Trustees and shall be called by the
Secretary upon receipt of the request in writing signed by Shareholders holding
not less than one third of the entire number of Shares issued and outstanding
and entitled to vote thereat. Such request shall state the purpose or purposes
of the proposed meeting. In addition, meetings of the Shareholders shall be
called by the Board of Trustees upon receipt of the request in writing signed
by Shareholders that hold not less than ten percent of the entire number of
Shares issued and outstanding and entitled to vote thereat, stating that the
purpose of the proposed meeting is the removal of a Trustee.
Section 3. Notice of Meetings of Shareholders. Not less than ten days'
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and not more than 120 days' written notice of every meeting of Shareholders,
stating the time and place thereof (and the general nature of the business
proposed to be transacted at any special or extraordinary meeting), shall be
given to each Shareholder entitled to vote thereat by leaving the same with him
or at his residence or usual place of business or by mailing it, postage
prepaid and addressed to him at his address as it appears upon the books of the
Trust.
No notice of the time, place or purpose of any meeting of Shareholders
need be given to any Shareholder who attends in person or by proxy or to any
Shareholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.
Section 4. Record Dates. The Board of Trustees may fix, in advance or
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from time to time, a record date not exceeding 120 days and not less than 10
days preceding the date of any meeting of Shareholders or of the shareholders
of any Series or Class for the determination of the Shareholders of record
entitled to notice of and to vote at a Shareholders' meeting; for the
determination of shareholders entitled to receive dividends, distributions,
rights or allotments of rights; or for any other purpose requiring the fixing
of a record date. Only such Shareholders of record on such date shall be
entitled to notice of and to vote at such meeting, receive such dividends,
rights or allotments, or otherwise participate as the case may be.
Section 5. Access to Shareholder List. The Board of Trustees shall
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make available a list of the names
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and addresses of all shareholders as recorded on the books of the Trust, upon
receipt of the request in writing signed by not less than ten Shareholders (who
have been such for at least 6 months) holding Shares of the Trust valued at
$25,000 or more at current offering price (as defined in the Trust's
Prospectus) or holding not less than one percent in amount of the entire number
of shares of the Trust issued and outstanding; such request must state that
such Shareholders wish to communicate with other Shareholders with a view to
obtaining signatures to a request for a meeting to remove one or more trustees
pursuant to Section 2 of Article I and Section 2 of Article II of these By-Laws
and be accompanied by a form of communication to the Shareholders. The Board of
Trustees may, in its discretion, satisfy its obligation under this Section 5 by
either, as required by Section 16(c) of the Investment Company Act, making
available the Shareholder List to such Shareholders at the principal offices of
the Trust, or at the offices of the Trust's transfer agent, during regular
business hours, or by mailing a copy of such Shareholders' proposed
communication and form of request, at their expense, to all other Shareholders.
Notwithstanding the foregoing, the Board of Trustees may also take such other
action as may be permitted under Section 16(c) of the Investment Company Act.
Section 6. Quorum, Adjournment of Meetings. The presence in person or
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by proxy of the holders of record of more than one-third of the Shares, or of
the shares of any Series or Class, of the Trust issued and outstanding and
entitled to vote thereat, shall constitute a quorum, respectively, at all
meetings of the Shareholders; provided, however, that if any action to be taken
by the Shareholders or by a Series or Class at a meeting requires an
affirmative vote of a majority, or more than a majority, of the shares
outstanding and entitled to vote, then in such event the presence in person or
by proxy of the holders of a majority of the shares outstanding and entitled to
vote at such a meeting shall constitute a quorum for all purposes. At a meeting
at which a quorum is present, a vote of a majority of the quorum shall be
sufficient to transact all business at the meeting. If at any meeting of the
Shareholders there shall be less than a quorum present, the Shareholders or
Trustees present at such meeting may, without further notice, adjourn the same
from time to time until a quorum shall attend, but no business shall be
transacted at any such adjourned meeting except such as might have been
lawfully transacted had the meeting not been adjourned.
Section 7. Voting and Inspectors. At all meetings of Shareholders,
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each Shareholder shall be entitled to one vote on each matter submitted to a
vote of the Shareholders of the affected Series or Class for each Share
standing in his name on the books of the Trust on the date fixed for
determination of Shareholders of the affected Series or Class entitled to vote
at such meeting (except, if the Board so determines, for Shares redeemed prior
to the meeting), and each such Series shall vote as an individual class
("Individual Class Voting"); a Series or Class shall be deemed to be affected
when a vote of the holders of that Series or Class on a matter is required by
the Investment Company Act of 1940; provided, however, that as to any matter
with respect to which a vote of Shareholders is required by the Investment
Company Act of 1940 or by any applicable law that must be complied with, such
requirements as to a vote by Shareholders shall apply in lieu of Individual
Class Voting as described above. Any fractional Share shall carry
proportionately all the rights of a whole Share, including the right to vote
and the right to receive dividends. Any Shareholder thus entitled to vote at
any such meeting of Shareholders shall be entitled to vote either in person or
by proxy appointed by instrument in writing subscribed by such Shareholder or
his duly authorized attorney-in-fact.
All elections of Trustees shall be had by a plurality of the votes
cast and all questions shall be decided by a majority of the votes cast, in
each case at a duly constituted meeting, except as otherwise provided in the
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Declaration of Trust or in these By-Laws or by specific statutory provision
superseding the restrictions and limitations contained in the Declaration of
Trust or in these By-Laws.
At any election of Trustees, the Board of Trustees prior thereto may,
or, if they have not so acted, the Chairman of the meeting may, and upon the
request of the holders of ten percent (10%) of the Shares entitled to vote at
such election shall, appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties of inspectors
at such election with strict impartiality and according to the best of their
ability, and shall after the election make a certificate of the result of the
vote taken. No candidate for the office of Trustee shall be appointed such
Inspector.
The Chairman of the meeting may cause a vote by ballot to be taken
upon any election or matter, and such vote shall be taken upon the request of
the holders of ten percent (10%) of the Shares entitled to vote on such
election or matter.
Section 8. Conduct of Shareholders' Meetings. The meetings of the
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Shareholders shall be presided over by the Chairman of the Board of Trustees,
if any, or if he shall not be present, by the President, or if he shall not be
present, by a Vice-President, or if none of the Chairman of the Board of
Trustees, the President or any Vice-President is present, by a chairman to be
elected at the meeting. The Secretary of the Trust, if present, shall act as
Secretary of such meetings, or if he is not present, an Assistant Secretary
shall so act, or if neither the Secretary nor an Assistant Secretary is
present, than the meeting shall elect its secretary.
Section 9. Concerning Validity of Proxies, Ballots, Etc. At every
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meeting of the Shareholders, all proxies shall be received and taken in charge
of and all ballots shall be received and canvassed by the secretary of the
meeting, who shall decide all questions touching the qualification of voters,
the validity of the proxies, and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed as provided in Section 7, in
which event such inspectors of election shall decide all such questions.
ARTICLE II
BOARD OF TRUSTEES
Section 1. Number and Tenure of Office. The business and affairs of
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the Trust shall be conducted and managed by a Board of Trustees consisting of
the number of initial Trustees, which number may be increased or decreased as
provided in Section 2 of this Article. Each Trustee shall, except as otherwise
provided herein, hold office until the next meeting of Shareholders of the
Trust following his election called for the purpose of electing Trustees or
until his successor is duly elected and qualifies. Trustees need not be
Shareholders.
Section 2. Increase or Decrease in Number of Trustees; Removal. The
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Board of Trustees, by the vote of a majority of the entire Board, may increase
the number of Trustees to a number not exceeding fifteen, and may elect
Trustees to fill the vacancies created by any such increase in the number of
Trustees until the next meeting called for the purpose of electing Trustees or
until their successors are duly elected and qualify; the Board of Trustees, by
the vote of a majority of the entire Board, may likewise decrease the number of
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Trustees to a number not less than three but the tenure of office of any
Trustee shall not be affected by any such decrease. Vacancies occurring other
than by reason of any such increase shall be filled by a vote of a majority of
the entire Board then sitting. In the event that after the proxy material has
been printed for a meeting of Shareholders at which Trustees are to be elected
and any one or more nominees named in such proxy material should die, become
incapacitated or fail to stand for election, the authorized number of Trustees
shall be automatically reduced by the number of such nominees, unless the Board
of Trustees prior to the meeting shall otherwise determine.
A Trustee at any time may be removed either with or without cause by
resolution duly adopted by the affirmative votes of the holders of not less
than two-thirds of the outstanding Shares of the Trust, present in person or by
proxy at any meeting of Shareholders at which such vote may be taken, provided
that a quorum is present. Any Trustee at any time may be removed for cause by
resolution duly adopted at any meeting of the Board of Trustees provided that
notice thereof is contained in the notice of such meeting and that such
resolution is adopted by the vote of at least two thirds of the Trustees whose
removal is not proposed. As used herein, "for cause" shall mean any cause which
under Massachusetts law would permit the removal of a Trustee of a business
trust.
Section 3. Place of Meeting. The Trustees may hold their meetings,
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have one or more offices, and keep the books of the Trust outside
Massachusetts, at any office or offices of the Trust or at any other place as
they may from time to time by resolution determine, or, in the case of
meetings, as they may from time to time by resolution determine or as shall be
specified or fixed in the respective notices or waivers of notice thereof.
Section 4. Regular Meetings. Regular meetings of the Board of Trustees
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shall be held at such time and on such notice, if any, as the Trustees may from
time to time determine.
Section 5. Special Meetings. Special meetings of the Board of Trustees
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may be held from time to time upon call of the Chairman of the Board of
Trustees, if any, the President or two or more of the Trustees, by oral,
telegraphic or written notice duly served on or sent or mailed to each Trustee
not less than one day before such meeting. No notice need be given to any
Trustee who attends in person or to any Trustee who in writing executed and
filed with the records of the meeting either before or after the holding
thereof, waives such notice. Such notice or waiver of notice need not state the
purpose or purposes of such meeting.
Section 6. Quorum. A majority of the Trustees then in office shall
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constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Trustees. If at any meeting of the Board
there shall be less than a quorum present (in person or by open telephone line,
to the extent permitted by the Investment Company Act of 1940 (the "1940
Act")), a majority of those present may adjourn the meeting from time to time
until a quorum shall have been obtained. The act of the majority of the
Trustees present at any meeting at which there is a quorum shall be the act of
the Board, except as may be otherwise specifically provided by statute, by the
Declaration of Trust or by these By-Laws.
Section 7. Executive Committee. The Board of Trustees may, by the
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affirmative vote of a majority of the entire Board, elect from the Trustees an
Executive Committee to consist of such number of Trustees (but
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not less than two) as the Board may from time to time determine. The Board of
Trustees by such affirmative vote shall have power at any time to change the
members of such Committee and may fill vacancies in the Committee by election
from the Trustees. When the Board of Trustees is not in session, the Executive
Committee shall have and may exercise any or all of the powers of the Board of
Trustees in the management of the business and affairs of the Trust (including
the power to authorize the seal of the Trust to be affixed to all papers which
may require it) except as provided by law and except the power to increase or
decrease the size of, or fill vacancies on, the Board. The Executive Committee
may fix its own rules of procedure, and may meet, when and as provided by such
rules or by resolution of the Board of Trustees, but in every case the presence
of a majority shall be necessary to constitute a quorum. In the absence of any
member of the Executive Committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a member of the Board of
Trustees to act in the place of such absent member.
Section 8. Other Committees. The Board of Trustees, by the affirmative
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vote of a majority of the entire Board, may appoint other committees which
shall in each case consist of such number of members of the Board (not less
than two) and shall have and may exercise such powers as the Board may
determine in the resolution appointing them. A majority of all members of any
such committee may determine its action, and fix the time and place of its
meetings, unless the Board of Trustees shall otherwise provide. The Board of
Trustees shall have power at any time to change the members and powers of any
such committee, to fill vacancies, and to discharge any such committee.
Section 9. Informal Action by and Telephone Meetings of Trustees and
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Committees. Any action required or permitted to be taken at any meeting of the
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Board of Trustees or any committee thereof may be taken without a meeting, if a
written consent to such action is signed by all members of the Board, or of
such committee, as the case may be. Trustees or members of a committee of the
Board of Trustees may participate in a meeting by means of a conference
telephone or similar communications equipment; such participation shall, except
as otherwise required by the 1940 Act, have the same effect as presence in
person.
Section 10. Compensation of Trustees and Committee Members. Trustees
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and members of the Committees appointed by the Board shall be entitled to
receive such compensation from the Trust for their services as may from time to
time be voted by the Board of Trustees.
Section 11. Dividends. Dividends or distributions payable on the
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Shares of any Series or Class of the Trust may, but need not be, declared by
specific resolution of the Board as to each dividend or distribution; in lieu
of such specific resolutions, the Board may, by general resolution, determine
the method of computation thereof, the method of determining the Shareholders
of the Series or Class to which they are payable and the methods of determining
whether and to which Shareholders they are to be paid in cash or in additional
Shares.
Section 12. Indemnification. Before an indemnitee shall be indemnified
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by the Trust, there shall be a reasonable determination upon review of the
facts that the person to be indemnified was not liable by reason of disabling
conduct as defined in the Declaration of Trust. Such determination may be made
either by vote of a majority of a quorum of the Board who are neither
"interested persons" of the Trust or the investment adviser nor parties to the
proceeding or by independent legal counsel. The Trust may advance attorneys'
fees and expenses incurred in a covered proceeding to the indemnitee if the
indemnitee undertakes to repay the
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advance unless it is determined that he is entitled to indemnification under
the Declaration of Trust. Also at least one of the following conditions must be
satisfied: (1) the indemnitee provides security for his undertaking, or (2) the
Trust is insured against losses arising by reason of lawful advances, or (3) a
majority of the disinterested nonparty Trustees or independent legal counsel in
a written opinion shall determine, based upon review of all of the facts, that
there is reason to believe that the indemnitee will ultimately be found
entitled to indemnification.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers of the Trust
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shall include a Chairman of the Board of Trustees, a President, one or more
Vice-Presidents (the number thereof to be determined by the Board of Trustees),
a Secretary and a Treasurer. The Chairman of the Board and the President shall
be selected from among the Trustees. The Board of Trustees may also in its
discretion appoint Assistant Secretaries, Assistant Treasurers, and other
officers, agents and employees, who shall have authority and perform such
duties as the Board or the Executive Committee may determine. The Board of
Trustees may fill any vacancy which may occur in any office. Any two offices,
except those of Chairman of the Board and Secretary, and President and
Secretary, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity, if such
instrument is required by law or these By-Laws to be executed, acknowledged or
verified by two or more officers.
Section 2. Term of Office. The term of office of all officers shall be
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until their respective successors are chosen and qualify; however, any officer
may be removed from office at any time with or without cause by the vote of a
majority of the entire Board of Trustees.
Section 3. Powers and Duties. The officers of the Trust shall have
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such powers and duties as generally pertain to their respective offices, as
well as such powers and duties as may from time to time be conferred by the
Board of Trustees or the Executive Committee. Unless otherwise ordered by the
Board of Trustees, the Chairman of the Board shall be the Chief Executive
Officer.
ARTICLE IV
SHARES
Section 1. Share Certificates. The Board of Trustees has discretion to
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determine from time to time whether (i) all of the Shares of the Trust or any
Series or Class shall be issued without certificates, or (ii) if certificates
are to be issued for any Shares, the extent and conditions for such issuance,
and the form(s) of such certificates.
Section 2. Transfer of Shares. Shares of any Series or Class shall be
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transferable on the books of the Trust by the holder thereof in person or by
his duly authorized attorney or legal representative, upon surrender and
cancellation of certificates, if any, for the same number of Shares of that
Series or Class, duly endorsed or
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accompanied by proper instruments of assignment and transfer, with such proof
of the authenticity of the signature as the Trust or its agent may reasonably
require; in the case of shares not represented by certificates, the same or
similar requirements may be imposed by the Board of Trustees.
Section 3. Share Ledgers. The share ledgers of the Trust, containing
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the name and address of the Shareholders of each Series or Class of the Trust
and the number of shares of that Series or Class, held by them respectively,
shall be kept at the principal offices of the Fund or, if the Trust employs a
transfer agent, at the offices of the transfer agent of the Trust.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of
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Trustees may determine the conditions upon which a new certificate may be
issued in place of a certificate which is alleged to have been lost, stolen or
destroyed; and may, in their discretion, require the owner of such certificate
or his legal representative to give bond, with sufficient surety to the Trust
and the transfer agent, if any, to indemnify it and such transfer agent against
any and all loss or claims which may arise by reason of the issue of a new
certificate in the place of the one so lost, stolen or destroyed.
ARTICLE V
SEAL
The Board of Trustees shall provide a suitable seal of the Trust, in
such form and bearing such inscriptions as it may determine.
ARTICLE VI FISCAL YEAR
The fiscal year of the Trust shall be fixed by the Board of Trustees.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Trust may be altered, amended, added to or repealed
by the Shareholders or by majority vote of the entire Board of Trustees, but
any such alteration, amendment, addition or repeal of the By-Laws by action of
the Board of Trustees may be altered or repealed by the Shareholders.
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