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Exhibit (b)
BY-LAWS
OF
PEARL MUTUAL FUNDS
(as amended on September 11, 2000)
ARTICLE I
DECLARATION OF TRUST
AND
OFFICES
Section 1.1. Declaration of Trust. These By-Laws shall be subject to the
Declaration of Trust, as from time to time in effect (the "Declaration of
Trust"), of Pearl Mutual Funds, the Massachusetts business trust established by
the Declaration of Trust (the "Trust").
Section 1.2. Other Offices. The Trust may have such other offices and
places of business within or without the Commonwealth of Massachusetts as the
Board of Trustees shall determine.
ARTICLE II
SHAREHOLDERS
Section 2.1. Place of Meetings. Meetings of the Shareholders may be held
at such place or places within or without the Commonwealth of Massachusetts as
shall be fixed by the Board of Trustees and stated in the notice of the meeting.
Section 2.2. Regular Meeting. There shall be no regular meetings of the
Shareholders of the Trust.
Section 2.3. Special Meeting. Special meetings of the Shareholders for
any purpose or purposes may be called by the Chairman, the President or two or
more Trustees, and must be called at the written request stating the purpose or
purposes of the meeting, of Shareholders entitled to cast at least 10 percent of
all the votes entitled to be cast at the meeting.
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Section 2.4. Notice of Meetings. Notice stating the time and place of the
meeting and in the case of a special meeting the purpose or purposes thereof and
by whom called, shall be delivered by any reasonable means as determined by the
Trustees to each Shareholder not less than ten nor more than sixty days prior to
the meeting, except where the meeting is an adjourned meeting and the date, time
and place of the meeting were announced at the time of the adjournment.
Section 2.5. Quorum and Action. (a) The Holders of thirty percent (30%)
of the voting power of the shares of beneficial interest of the Trust (the
"Shares") entitled to vote at a meeting are a quorum for the transaction of
business. If a quorum is present when a duly called or held meeting is
convened, the Shareholders present may continue to transact business until
adjournment, even though the withdrawal of a number of Shareholders originally
present leaves less than the proportion or number otherwise required for a
quorum.
(b) The Shareholders shall take action by the affirmative vote of the
Holders of a majority, except in the case of the election of Trustees which
shall only require a plurality, of the voting power of the Shares present and
entitled to vote at a meeting of Shareholders at which a quorum is present,
except as may be otherwise required by the Investment Company Act of 1940, as
amended (the "1940 Act"), or the Declaration of Trust.
Section 2.6. Voting. At each meeting of the Shareholders, every Holder of
Shares then entitled to vote may vote in person or by proxy and shall have one
vote for each Share registered in his name, including any fractional shares.
Section 2.7. Proxy Representation. A Shareholder may cast or authorize
the casting of a vote by filing a written appointment of a proxy with an officer
of the Trust at or before the meeting at which the appointment is to be
effective. The placement of a Shareholder's name on a proxy pursuant to
telephonic or electronically transmitted instructions (including, without
limitation, instructions transmitted over the internet) obtained pursuant to
procedures which are reasonably designed to verify that such instructions have
been authorized by such Shareholder, shall constitute execution of such proxy by
or on behalf of such Shareholder. The appointment of a proxy is valid for
eleven months, unless a longer period is expressly provided in the appointment.
No appointment is irrevocable unless the appointment is coupled with an interest
in the Shares or in the
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Trust. Unless otherwise agreed to by the Trustees, any copy, facsimile
telecommunication, computer downloaded version or other reliable reproduction of
a proxy may be substituted or used in lieu of the original proxy for any and all
purposes for which the original proxy could be used, provided that such copy,
facsimile telecommunication, computer downloaded version or other reproduction
shall be a complete reproduction of the entire original proxy.
Section 2.8. Adjourned Meetings. Any meeting of Shareholders may be
adjourned to a designated time and place by the vote of the holders of a
majority of the Shares present and entitled to vote thereat even though less
than a quorum is so present without any further notice except by announcement at
the meeting. An adjourned meeting may reconvene as designed, and when a quorum
is present any business may be transacted which might have been transacted at
the meeting as originally called.
ARTICLE III
TRUSTEES
Section 3.1. Qualifications and Number: Vacancies. Each Trustee shall be
a natural person. A Trustee need not be a Shareholder, a citizen of the United
States, or a resident of the Commonwealth of Massachusetts. The number of
Trustees of the Trust, their term and election and the filling of vacancies,
shall be as provided in the Declaration of Trust.
Section 3.2. Powers. The business and affairs of the Trust shall be
managed under the direction of the Board of Trustees. All powers of the Trust
may be exercised by or under the authority of the Board of Trustees, except
those conferred on or reserved to the Shareholders by statute, the Declaration
of Trust or these By-Laws.
Section 3.3. 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 objectives, policies and restrictions with
respect to securities investments and otherwise of the Trust filed from time to
time with the Securities and Exchange Commission and as required by the 1940
Act, unless such duty is delegated to an investment adviser, administrator or
other party pursuant to a written contract, as provided in the Declaration of
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Trust. The Trustees, however, may delegate the duty of management of the assets
of the Trust to an individual or corporate investment adviser or subadviser to
act as investment adviser or subadviser pursuant to a written contract.
Section 3.4. Meetings. Regular meetings of the Trustees may be held
without notice at such times as the Trustees shall fix. Special meetings of the
Trustees may be called by the Chairman, if any, or the President, and shall be
called at the written request of two or more Trustees. Unless waived by each
Trustee, three days' notice of special meetings shall be given to each Trustee
in person, by mail, by telephone, or by telegram, email or cable, or by any
other means that reasonably may be expected to provide similar notice. Notice
of special meetings need not state the purpose or purposes thereof. Meetings of
the Trustees may be held at any place within or outside the Commonwealth of
Massachusetts. A conference among Trustees by any means of communication
through which the Trustees may simultaneously hear each other during the
conference constitutes a meeting of the Trustees or of a committee of the
Trustees, if the notice requirements have been met (or waived) and if the number
of Trustees participating in the conference is sufficient to constitute a quorum
at such meeting. Participation in such meeting by that means constitutes
presence in person at the meeting.
Section 3.5. Quorum and Action. A majority of the Trustees currently
holding office, or in the case of a meeting of a committee of the Trustees, a
majority of the members of such committee, shall constitute a quorum for the
transaction of business at any meeting. If a quorum is present when a duly
called or held meeting is convened, the Trustees present may continue to
transact business until adjournment, even though the withdrawal of a number of
Trustees originally present leaves less than the proportion or number otherwise
required for a quorum. At any duly held meeting at which a quorum is present,
the affirmative vote of the majority of the Trustees present shall be the act of
the Trustees or the committee, as the case may be, on any question, except where
the act of a greater number is required by these By-Laws or by the Declaration
of Trust.
Section 3.6. Action by Written Consent in Lieu of Meetings of Trustees.
An action which is required or permitted to be taken at a meeting of the
Trustees or a committee of the Trustees may be taken by written action signed by
the number of Trustees that would be required to take the same action at a
meeting of the Trustees or
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committee, as the case may be, at which all Trustees were present. The written
action is effective when signed by the required number of Trustees, unless a
different effective time is provided in the written action. When written action
is taken by less than all Trustees, all Trustees shall be notified immediately
of its text and effective date.
Section 3.7. Committees. The Trustees, by resolution adopted by the
affirmative vote of a majority of the Trustees, may designate from their members
an Executive Committee, and an Audit Committee and any other committee or
committees (which other committees may include non-Trustees), each such
committee to consist of two or more Trustees and to have such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Any such committee may be terminated at any time by the affirmative
vote of a majority of the Trustees.
ARTICLE IV
OFFICERS
Section 4.1. Number and Qualifications. The officers of the Trust shall
include a President, a Treasurer, and a Secretary. Any two or more offices may
be held by the same person, and such person may perform any or all duties and
powers of either or both offices in either or both capacities. Unless otherwise
determined by the Trustees, each officer shall be appointed by the Trustees for
a term which shall continue until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned or have been
removed, as hereinafter provided in these By-Laws. The Trustees may from time
to time elect or appoint such other officers or agents as the business of the
Trust may require, including but not limited to a Chairman, one or more Vice
Presidents, one or more Assistant Vice Presidents, one or more Assistant
Treasurers and one or more Assistant Secretaries) and such agents as may be
necessary or desirable for the business of the Trust. Such other officers shall
hold office for such terms as may be prescribed by the Trustees or by the
appointing authority.
Section 4.2. Resignations. Any officer of the Trust may resign at any
time by giving written notice of his resignation to the Trustees, the Chairman,
if any, the President or the Secretary. Any such resignation shall take effect
at the time specified therein or, if the time when it shall become effective
shall not be specified therein,
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immediately upon its receipt, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 4.3. Removal. An officer may be removed at any time, with or
without cause, by a resolution approved by the affirmative vote of a majority of
the Trustees present at a duly convened meeting of the Trustees.
Section 4.4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause, may be filled for the
unexpired portion of the term by the Trustees, or in the manner determined by
the Trustees.
Section 4.5 Duties and Powers of Officers. Except as otherwise expressly
provided by law or the Declaration of Trust, the duties and powers of all
officers and agents of the Trust may be determined and defined from time to time
by the Trustees.
Unless otherwise determined by the Trustees, the officers referred to in
the following Sections shall have the duties and powers stated in the following
Sections, in addition to all duties and powers prescribed by law or the
Declaration of Trust or other provisions of these By-laws. However, the
Trustees at any time may change, add to, limit, transfer to another officer or
agent, or abolish any or all of the duties and powers of any officer or agent of
the Trust (including, without limitation, the duties and powers stated in the
following Sections and in other provisions of these By-laws).
Section 4.6. The Chairman. The Chairman, if any, shall be elected from
among the Trustees. He shall be the chief executive officer of the Trust and
shall when present, preside at all meetings of the Trustees and of the
Shareholders.
Section 4.7. The President. The President, unless the Chairman, if any,
is so appointed by the Trustees, shall be the principal executive officer and
chief operating officer of the Trust, and, subject to the Chairman, he shall
have general authority over and general management and control of the business
and affairs of the Trust. In general, he shall discharge all duties incident to
the office of the chief operating officer of the Trust and such other duties as
may be prescribed by the Trustees and the Chairman of, if any, from time to
time. If there is no Chairman, or in the absence of the Chairman or in
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the event of his disability, or inability to act or to continue to act, the
President shall perform the duties of the Chairman and when so acting shall have
all the powers of, and be subject to all the restrictions upon, the Chairman.
Section 4.8. Vice-Presidents. In the case of the absence or inability to
act of the President and the Chairman, if any, the Vice President, or if there
be more than one Vice President, any Vice-President designated by the Trustees,
shall perform 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, subject
to the control of the Trustees. Each Vice-President shall perform such other
duties as from time to time may be assigned to him by the Trustees or the
President.
Section 4.9. Secretary. The Secretary shall:
(a) keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Trustees, the committees of the
Trustees and the Shareholders;
(b) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by statute;
(c) be custodian of the records of the Trust;
(d) see that the books, reports, statements, certificates and other
documents and records required by statute to be kept and filed are properly
kept and filed; and
(e) in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him
by the Trustees, the Chairman or the President.
Section 4.10. Treasurer. The Treasurer shall be the principal financial
and accounting officer of the Trust. The Treasurer shall
(a) have charge and custody of, and be responsible for, all the funds
and securities of the Trust, except those which the Trust has placed in the
custody of a bank or trust company pursuant to a written agreement
designating such bank or trust
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company as custodian of the property of the Trust, as required by Section
6.5 of these By-Laws;
(b) deposit all money, drafts, and checks in the name of and to the
credit of the Trust in the banks and depositories designated by the
Trustees;
(c) endorse for deposit all notes, checks, and drafts received by the
Trust making proper vouchers therefor:
(d) disburse corporate funds and issue checks and drafts in the name
of the Trust, as ordered by the Trustees; and
(e) in general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him
by the Trustees, the Chairman or the President.
The Treasurer shall render a statement of condition of the finances of
the Trust to the Trustees as often as they shall require the same and shall
in general perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the
Trustees.
Section 4.11. Salaries. The salaries, if any, of all officers shall be
fixed by the Trustees.
ARTICLE V
SHARES
Section 5.1. Share Certificates. No certificates certifying the ownership
of Shares of the Trust shall be issued except as the Trustees may otherwise
determine from time to time. Certificates representing fractional Shares shall
not be issued unless authorized by the Trustees. The certificates representing
whole Shares shall be signed in the name of the Trust by the Chairman, the
President, or a Vice President and by the Treasurer or an Assistant Treasurer
(which signatures may be either manual or facsimile, engraved or printed). In
case any officer who shall have signed such certificate shall have ceased to be
such officer before such certificates shall be issued, they may nevertheless be
issued by the Trust with the same effect as if such officer were still in office
at the date of their issuance.
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Section 5.2. Books and Records; Inspection. The Trust shall keep at its
principal executive office, or at another place or places within the United
States determined by the Trustees, a share register not more than one year old,
containing the names and addresses of the Shareholders and the number of Shares
held by each Shareholder. The Trust shall also keep, at its principal executive
office, or at another place or places within the United States determined by the
Trustees, a record of the dates on which certificates representing Shares were
issued.
Section 5.3. Shareholders of Record; Change of Name or Address of
Shareholder or Trustee. The Trust is entitled to recognize the exclusive right
of a person shown in its transfer books (Shareholder account records) as the
Holder of Shares to receive notices and dividends, to vote, and to have and
exercise all other rights deriving from the Shares, and shall not be bound to
recognize any other person's equitable or other claim to or interest the Shares,
whether or not it has actual or constructive notice thereof. Unless the context
or another provision of these By-laws clearly indicates otherwise, all
references in these By-laws to "Shareholders" and "Holders" mean the
Shareholders of record as shown on the transfer books (Shareholder account
records) of the Trust.
Each Shareholder and each Trustee shall promptly notify the Secretary in
writing of his correct address and any change in his name or address. If any
Shareholder or Trustee fails to do so, neither the Trust nor any of its
Trustees, officers, agents, or employees shall be liable to the Shareholder or
Trustee for any error or loss which might have been prevented if notice had been
given.
Section 5.4. Share Transfers. Upon compliance with any provisions
restricting the transferability of Shares that may be set forth in the
Declaration of Trust, these By-Laws, or any resolution or written agreement in
respect thereof, transfers of Shares of the Trust shall be made only on the
books of the Trust by the registered Holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with an
officer of the Trust, or with a transfer agent or a registrar and on surrender
of any certificate or certificates for such Shares properly endorsed and the
payment of all taxes thereon. Except as may be otherwise provided by law or
these By-Laws, the person in whose name Shares stand on the books of the Trust
shall be deemed the owner thereof for all purposes as regards
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the Trust; provided that whenever any transfer of Shares shall be made for
collateral security, and not absolutely, such fact, if known to an officer of
the Trust, shall be so expressed in the entry of transfer.
Section 5.5. Regulations. The Trustees may make such additional rules and
regulations, not inconsistent with these By-Laws, as they may deem expedient
concerning the issue, certification, transfer and registration of Shares of the
Trust. They may appoint, or authorize any officer or officers to appoint, one
or more transfer agents or one or more transfer clerks and one or more
registrars and may require all certificates for Shares to bear the signature or
signatures of any of them.
Section 5.6. Lost, Destroyed or Mutilated Certificates. The Holder of any
certificate representing Shares 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 in the place of any certificate theretofore issued by it
which the owner thereof shall allege to have been lost or destroyed or which
shall have been mutilated, and the Trustees may, in their 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
Trustees in their 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 the issuance of a new certificate.
Anything herein to the contrary notwithstanding, the Trustees, in their absolute
discretion, may refuse to issue any such new certificate, except as otherwise
required by law.
Section 5.7. Record Date: Certification of Beneficial Owner. (a) The
Trustees may fix a date not more than ninety days before the date of a meeting
of Shareholders as the date for the determination of the Holders of Shares
entitled to notice of and entitled to vote at the meeting or any adjournment
thereof.
(b) The Trustees may fix a date for determining Shareholders entitled
to receive payment of any dividend or distribution or allotment of any
rights or entitled to exercise any rights in respect of any change,
conversion or exchange of Shares.
(c) In the absence of such fixed record date, (i) the date for
determination of Shareholders entitled to notice of and
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entitled to vote at a meeting of Shareholders shall be the later of the
close of business on the day on which notice of the meeting is mailed or
the thirtieth day before the meeting, and (ii) the date for determining
Shareholders entitled to receive payment of any dividend or distribution or
an allotment of any rights or entitled to exercise any rights in respect of
any change, conversion or exchange of Shares shall be the close of business
on the day on which the resolution of the Trustees is adopted.
(d) By the affirmative vote of a majority of the Trustees present,
the Trust may establish a procedure whereby a Shareholder may certify in
writing to the Trust that all or a portion of the Shares registered in the
name of the Shareholder are held for the account of one or more beneficial
owners. Upon receipt by the Trust of the writing, the persons specified as
beneficial owners, rather than the actual Shareholders, are deemed the
Shareholders for the purposes specified in the writing.
Section 5.8. Reinvestment of Dividends and Distributions; Option to
Receive cash Payment.
(a) All dividends and distributions on the Shares of the Trust or any
series thereof shall be reinvested and applied automatically to purchase
additional shares of the Trust or such series thereof for the Shareholder's
account, at the closing net asset value per Share (ex-dividend and ex-
distribution) on the record date for the dividend or distribution.
(b) However, any Shareholder may request in writing that some or all
of that Shareholder's dividends and distributions be paid in cash.
Thereafter, the Trust shall make cash payment in accordance with the
written request, but only for a dividend or distribution with a record date
later than the day when the written request in proper form is actually
received by an officer of the Trust, and while the written request
remains in force. Any Shareholder's written request for cash payment may be
revoked or changed by a writing in proper form that is actually received by
an officer of the Trust.
(c) If a Shareholder's dividend or distribution check is returned by
postal authorities as not deliverable, or if the check remains uncashed for
six months or more, the check shall be
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void and the amount of the check shall be reinvested to purchase additional
shares of the Trust or Series thereof for the Shareholder's account at the
then current net asset value, and thereafter the dividend and distribution
payment option for that Shareholder's account shall be changed
automatically to reinvestment.
ARTICLE VI
MISCELLANEOUS
Section 6.1. Fiscal Year. The fiscal year of the Trust shall be as fixed
by the Trustees of the Trust.
Section 6.2. Notice and Waiver of Notice. (a) Any notice of a meeting
required to be given under these By-Laws to Shareholders or Trustees, or both,
may be waived by any such person (i) orally or in writing signed by such person
before, at or after the meeting or (ii) by attendance at the meeting in person
or, in the case of a Shareholder, by proxy.
(b) Except as otherwise specifically provided herein, all notices
required by these By-Laws shall be printed or written, and shall be
delivered either personally, by telecopy, telegraph or cable, or by mail or
email or courier or delivery service, and, if mailed, shall be deemed to be
delivered when deposited in the United States mail, postage prepaid,
addressed to the Shareholder or Trustee at his address as it appears on the
records of the Trust.
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ARTICLE VII
AMENDMENTS
Section 7.1. These By-Laws may be amended or repealed, or new By-Laws may
be adopted, by vote of majority of the Trustees then in office at any meeting
thereof or by action of the Trustees by written consent in lieu of a meeting.
