BY-LAWS
OF
THE MDL FUNDS
SECTION 1. AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE
1.1 AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject to
the Agreement and Declaration of Trust, as from time to time in effect
(the "Declaration of Trust"), of The MDL Funds, a Massachusetts
business trust established by the Declaration of Trust (the "Trust").
1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall
be located in Boston, Massachusetts.
SECTION 2. SHAREHOLDERS
2.1 ANNUAL MEETING. The Trust will not hold annual meetings of the
shareholders.
2.2 SPECIAL MEETINGS. A special meeting of the shareholders may be called
at any time by the Trustees, by the president or, if the Trustees and
the president shall fail to call any meeting of shareholders for a
period of 30 days after written application of one or more shareholders
who hold at least 25% of all shares issued and outstanding and entitled
to vote at the meeting, then such shareholders may call such meeting.
Each call of a meeting shall state the place, date, hour and purposes
of the meeting.
2.3 PLACE OF MEETINGS. All meetings of the shareholders shall be held at
such place within the United States as shall be designated by the
Trustees or the president of the Trust.
2.4 NOTICE OF MEETINGS. A written notice of each meeting of shareholders,
stating the place, date and hour and the purposes of the meeting, shall
be given at least seven days before the meeting to each shareholder
entitled to vote thereat by leaving such notice with him or at his
residence or usual place of business or by mailing it, postage prepaid,
and addressed to such shareholder at his address as it appears in the
records of the Trust. Such notice shall be given by the secretary or an
assistant secretary or by an officer designated by the Trustees. No
notice of any meeting of shareholders need be given to a shareholder if
a written waiver of notice, executed before or after the meeting by
such shareholder or his attorney thereunto duly authorized, is filed
with the records of the meeting.
2.5 BALLOTS. No ballot shall be required for any election unless requested
by a shareholder present or represented at the meeting and entitled to
vote in the election.
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2.6 PROXIES. Shareholders entitled to vote may vote either in person or by
proxy dated not more than six months before the meeting named therein,
which proxies shall be filed with the secretary or other person
responsible to record the proceedings of the meeting before being
voted. Proxies may be authorized by written, telephonic or electronic
means. Unless otherwise specifically limited by their terms, such
proxies shall entitle the holders thereof to vote at any adjournment of
such meeting but shall not be valid after the final adjournment of such
meeting.
SECTION 3. TRUSTEES
3.1 COMMITTEES AND ADVISORY BOARD. The Trustees may appoint from their
number an executive committee and other committees. Except as the
Trustees may otherwise determine, any such committee may make rules for
conduct of its business. The Trustees may appoint an advisory board to
consist of not less than two nor more than five members. The members of
the advisory board shall be compensated in such manner as the Trustees
may determine and shall confer with and advise the Trustees regarding
the investments and other affairs of the Trust. Each member of the
advisory board shall hold office until the first meeting of the
Trustees following the next annual meeting of the shareholders and
until his successor is elected and qualified, or until he sooner dies,
resigns, is removed, or becomes disqualified, or until the advisory
board is sooner abolished by the Trustees.
3.2 REGULAR MEETINGS. Regular meetings of the Trustees may be held without
call or notice at such places and at such times as the Trustees may
from time to time determine, provided that notice of the first regular
meeting following any such determination shall be given to absent
Trustees. A regular meeting of the Trustees may be held without call or
notice immediately after and at the same place as the annual meeting of
the shareholders.
3.3 SPECIAL MEETINGS. Special meetings of the Trustees may be held at any
time and at any place designated in the call of the meeting, when
called by the Chairman of the Board, the president or the treasurer or
by two or more Trustees, sufficient notice thereof being given to each
Trustee by the secretary or an assistant secretary or by the officer or
one of the Trustees calling the meeting.
3.4 NOTICE. It shall be sufficient notice to a Trustee to send notice by
mail at least forty-eight hours or by telegram at least twenty-four
hours before the meeting addressed to the Trustee at his or her usual
or last known business or residence address or to give notice to him or
her in person or by telephone at least twenty-four hours before the
meeting. Notice of a meeting need not be given to any Trustee if a
written waiver of notice, executed by him or her before or after the
meeting, is filed with the records of the meeting, or to any Trustee
who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the
meeting.
3.5 QUORUM. At any meeting of the Trustees one-third of the Trustees then
in office shall constitute a quorum; provided, however, a quorum shall
not be less than two. Any meeting may be adjourned from time to time by
a majority of the votes cast upon the question, whether or not a quorum
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is present, and the meeting may be held as adjourned without further
notice.
SECTION 4. OFFICERS AND AGENTS
4.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
president, a treasurer, a secretary and such other officers, if any, as
the Trustees from time to time may in their discretion elect or
appoint. The Trust may also have such agents, if any, as the Trustees
from time to time may in their discretion appoint. Any officer may be
but none need be a Trustee or shareholder. Any two or more offices may
be held by the same person.
4.2 POWERS. Subject to the other provisions of these By-Laws, each officer
shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly
incident to his or her office as if the Trust were organized as a
Massachusetts business corporation and such other duties and powers as
the Trustees may from time to time designate.
4.3 ELECTION. The president, the treasurer and the secretary shall be
elected annually by the Trustees. Other officers, if any, may be
elected or appointed by the Trustees at any time.
4.4 TENURE. The president, the treasurer and the secretary shall hold
office for a one year term and until their respective successors are
chosen and qualified, or in each case until he or she sooner dies,
resigns, is removed or becomes disqualified. Each agent shall retain
his or her authority at the pleasure of the Trustees.
4.5 PRESIDENT AND VICE PRESIDENTS. The president shall be the chief
executive officer of the Trust. The president shall, subject to the
control of the Trustees, have general charge and supervision of the
business of the Trust. Any vice president shall have such duties and
powers as shall be designated from time to time by the Trustees.
4.6 CHAIRMAN OF THE BOARD. If a Chairman of the Board of Trustees is
elected, he shall have the duties and powers specified in these By-Laws
and, except as the Trustees shall otherwise determine, preside at all
meetings of the shareholders and of the Trustees at which he or she is
present and have such other duties and powers as may be determined by
the Trustees.
4.7 TREASURER AND CONTROLLER. The treasurer shall be the chief financial
officer of the Trust and subject to any arrangement made by the
Trustees with a bank or trust company or other organization as
custodian or transfer or shareholder services agent, shall be in charge
of its valuable papers and shall have such other duties and powers as
may be designated from time to time by the Trustees or by the
president. If at any time there shall be no controller, the treasurer
shall also be the chief accounting officer of the Trust and shall have
the duties and powers prescribed the Trust and shall have the duties
and powers prescribed herein for the controller. Any assistant
treasurer shall have such duties and powers as shall be designated from
time to time by the Trustees.
The controller, if any be elected, shall be the chief accounting
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officer of the Trust and shall be in charge of its books of account and
accounting records. The controller shall be responsible for preparation
of financial statements of the Trust and shall have such other duties
and powers as may be designated from time to time by the Trustees or
the president.
4.8 SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record all
proceedings of the shareholders and the Trustees in books to be kept
therefor, which books shall be kept at the principal office of the
Trust. In the absence of the secretary from any meeting of shareholders
or Trustees, an assistant secretary, or if there be none or he or she
is absent, a temporary clerk chosen at the meeting shall record the
proceedings thereof in the aforesaid books.
SECTION 5. RESIGNATION AND REMOVALS
Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the Chairman of the Board, the
president, the treasurer or the secretary or to a meeting of the Trustees. The
Trustees may remove any officer elected by them with or without cause by the
vote of a majority of the Trustees then in office. Except to the extent
expressly provided in a written agreement with the Trust, no Trustee, officer,
or advisory board member resigning, and no officer or advisory board member
removed shall have any right to any compensation for any period following his or
her resignation or removal, or any right to damages on account of such removal.
SECTION 6. VACANCIES
A vacancy in any office may be filled at any time. Each successor shall hold
office for the unexpired term, and in the case of the president, the treasurer
and the secretary, until his or her successor is chosen and qualified, or in
each case until he or she sooner dies, resigns, is removed or becomes
disqualified.
SECTION 7. SHARES OF BENEFICIAL INTEREST
In lieu of issuing certificates for shares, the Trustees or the transfer or
shareholder services agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
SECTION 8. RECORD DATE
The Trustees may fix in advance a time, which shall not be more than 60 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or making of any other distribution to shareholders, as the record
date for determining the shareholders having the right to notice and to vote at
such meeting and any adjournment thereof or the right to receive such dividend
or distribution, and in such case only shareholders of record on such record
date shall have such right, notwithstanding any transfer of shares on the books
of the Trust after the record date.
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SECTION 9. SEAL
The seal of the Trust shall, subject to alteration by the Trustees, consist of a
flat-faced circular die with the word "Massachusetts", together with the name of
the Trust and the year of its organization, cut or engraved thereon; but, unless
otherwise required by the Trustees, the seal shall not be necessary to be placed
on, and its absence shall not impair the validity of, any document, instrument
or other paper executed and delivered by or on behalf of the Trust.
SECTION 10. EXECUTION OF PAPERS
Except as the Trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by
the Trust shall be signed, and any transfers of securities standing in the name
of the Trust shall be executed, by the president or by one of the vice
presidents or by the treasurer or by whomsoever else shall be designated for
that purpose by the vote of the Trustees and need not bear the seal of the
Trust.
SECTION 11. FISCAL YEAR
The fiscal year of the Trust shall end on such date in each year as the Trustees
shall from time to time determine.
SECTION 12. PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S BUSINESS
12.1 DEALINGS WITH AFFILIATES. No officer, Trustee or agent of the Trust and
no officer, director or agent of any investment adviser shall deal for
or on behalf of the Trust with himself as principal or agent, or with
any partnership, association or corporation in which he has a material
financial interest; provided that the foregoing provisions shall not
prevent (a) officers and Trustees of the Trust from buying, holding or
selling shares in the Trust, or from being partners, officers or
directors of or financially interested in any investment adviser to the
Trust or in any corporation, firm or association which may at any time
have a distributor's or principal underwriter's contract with the
Trust; (b) purchases or sales of securities or other property if such
transaction is permitted by or is exempt or exempted from the
provisions of the Investment Company Act of 1940 or any Rule or
Regulation thereunder and if such transaction does not involve any
commission or profit to any security dealer who is, or one or more of
whose partners, shareholders, officers or directors is, an officer or
Trustee of the Trust or an officer or director of the investment
adviser, administrator or principal underwriter of the Trust; (c)
employment of legal counsel, registrar, transfer agent, shareholder
services, dividend disbursing agent or custodian who is, or has a
partner, stockholder, officer or director who is, an officer or Trustee
of the Trust; (d) sharing statistical, research and management
expenses, including office hire and services, with any other company in
which an officer or Trustee of the Trust is an officer or director or
financially interested.
12.2 DEALING IN SECURITIES OF THE TRUST. The Trust, the investment adviser,
any corporation, firm or association which may at any time have an
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exclusive distributor's or principal underwriter's contract with the
Trust (the "distributor") and the officers and Trustees of the Trust
and officers and directors of every investment adviser and distributor,
shall not take long or short positions in the securities of the Trust,
except that:
(a) the distributor may place orders with the Trust for its shares
equivalent to orders received by the distributor;
(b) shares of the Trust may be purchased at not less than net
asset value for investment by the investment adviser and by
officers and directors of the distributor, investment adviser,
or the Trust and by any trust, pension, profit-sharing or
other benefit plan for such persons, no such purchase to be in
contravention of any applicable state or federal requirement.
12.3 LIMITATION ON CERTAIN LOANS. The Trust shall not make loans to any
officer, Trustee or employee of the Trust or any investment adviser or
distributor or their respective officers, directors or partners or
employees.
12.4 CUSTODIAN. All securities and cash owned by the Trust shall be
maintained in the custody of one or more banks or trust companies
having (according to its last published report) not less than two
million dollars ($2,000,000) aggregate capital, surplus and undivided
profits (any such bank or trust company is hereinafter referred to as
the "custodian"); provided, however, the custodian may deliver
securities as collateral on borrowings effected by the Trust, provided,
that such delivery shall be conditioned upon receipt of the borrowed
funds by the custodian except where additional collateral is being
pledged on an outstanding loan and the custodian may deliver securities
lent by the Trust against receipt of initial collateral specified by
the Trust. Subject to such rules, regulations and orders, if any, as
the Securities and Exchange Commission may adopt, the Trust may, or may
not permit any custodian to, deposit all or any part of the securities
owned by the Trust in a system for the central handling of securities
operated by the Federal Reserve Banks, or established by a national
securities exchange or national securities association registered with
said Commission under the Securities Exchange Act of 1934, or such
other person as may be permitted by said Commission, pursuant to which
system all securities of any particular class or series of any issue
deposited with the system are treated as fungible and may be
transferred or pledged by bookkeeping entry, without physical delivery
of such securities.
The Trust shall upon the resignation or inability to serve of its
custodian or upon change of the custodian:
(a) in the case of such resignation or inability to serve use
its best efforts to obtain a successor custodian;
(b) require that the cash and securities owned by this corporation
be delivered directly to the successor custodian; and
(c) in the event that no successor custodian can be found, submit
to the shareholders, before permitting delivery of the cash
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and securities owned by this Trust otherwise than to a
successor custodian, the question whether or not this Trust
shall be liquidated or shall function without a custodian.
12.5 LIMITATIONS ON INVESTMENT. Each series of shares may not invest in
securities other than those described in the Trust's then current
prospectus as appropriate for the series of shares for which such
securities are being purchased.
12.6 DETERMINATION OF NET ASSET VALUE. Determinations of net asset value
made in good faith shall be binding on all parties concerned.
12.7 REPORTS TO SHAREHOLDERS; DISTRIBUTIONS FROM REALIZED GAINS. The Trust
shall send to each shareholder of record at least annually a statement
of the condition of the Trust and of the results of its operation,
containing all information required by applicable laws or regulations.
SECTION 13. AMENDMENTS
These By-Laws may be amended or repealed, in whole or in part, by a majority of
the Trustees then in office at any meeting of the Trustees, or by one or more
writings signed by such majority.
