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EXHIBIT B
BY-LAWS
OF
PNC ADVISORS FUND
These By-Laws of PNC Advisors Fund (the "Trust"), a Delaware
business trust, are subject to the Trust's Declaration of Trust, dated December
20, 2000, as from time to time amended, supplemented, or restated (the "Trust
Instrument"). Capitalized terms used herein which are defined in the Trust
Instrument are used as therein defined.
ARTICLE I
PRINCIPAL OFFICE
The principal office of the Trust shall be located in Wilmington,
Delaware or such other location as the Trustees, from time to time, may
determine. The Trust may establish and maintain such other offices and places of
business as the Trustees, from time to time, may determine.
ARTICLE II
OFFICERS AND THEIR ELECTION
Section 1. Officers. The officers of the Trust shall be a President, a
Treasurer, a Secretary, and such other officers as the Trustees from time to
time may 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 officer to be a holder of Shares in the Trust.
Section 2. Election of Officers. The Treasurer and Secretary shall be chosen by
the Trustees. The President shall be chosen by the Trustees. Two (2) or more
offices may be held by a single person except the offices of President and
Secretary. Subject to the provisions of Section 3 of Article II of these
By-Laws, 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 3. Resignations. Any officer of the Trust may resign, notwithstanding
Section 2 of Article II of these By-Laws, 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 1. Management of the Trust; General. The business and affairs of the
Trust shall be managed by, or under the direction of, the Trustees, and the
Trustees 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 Trust Instrument, or with these By-Laws.
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Section 2. Executive and Other Committees. The Trustees may elect from their own
number an executive committee, which shall have any or all the powers of the
Trustees while the Trustees are not in session. The Trustees also may 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. The Trustees may abolish any such
committee 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. 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 4. Chairman of the Trustees. The Trustees shall 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 appoint, subject to the approval of the Trustees, a Trustee to
preside at such meetings in his absence. He shall perform such other duties as
the Trustees from time to time may designate.
Section 5. 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
otherwise may order, the President shall have the power to grant, issue,
execute, or sign such powers of attorney, proxies, agreements, or other
documents as may be deemed advisable or necessary in the furtherance of the
interest of the Trust or any Series thereof. He also shall have the power to
employ attorneys, accountants, and other advisers and agents and counsel for the
Trust. The President shall perform such duties additional to all of the
foregoing as the Trustees from time to time may designate.
Section 6. 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 Trust Instrument 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 from time to time may require. The Treasurer shall perform
such additional duties as the Trustees from time to time may designate.
Section 7. 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 from time to time
may designate.
Section 8. Vice President. Any Vice President of the Trust shall perform such
duties as the Trustees or the President from time to time may designate. At the
request or in the absence or disability of the President, the Vice President
(or, if there are two (2) or more Vice Presidents, then
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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 9. Assistant Treasurer. Any Assistant Treasurer of the Trust shall
perform such duties as the Trustees or the Treasurer from time to time may
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.
Section 10. Assistant Secretary. Any Assistant Secretary of the Trust shall
perform such duties as the Trustees or the Secretary from time to time may
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.
Section 11. Subordinate Officers. The Trustees from time to time may appoint
such other officers or agents as the Trustees 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 (1) 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 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 Securities and Exchange Commission ("Commission")) to the
Trust in such sum and with such surety or sureties as the Trustees may
determine, conditioned upon the faithful performance of such officer's or
agent's 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 such officer's or agent's hands.
Section 13. Removal. Any officer of the Trust may be removed from office
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 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 14. Renumeration. 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' MEETING
Section 1. Special Meetings. A special meeting of the Shareholders shall be
called by the Secretary whenever (i) ordered by the Trustees or (ii) requested
in writing by the holder or holders of at least ten percent (10%) of the
Outstanding Shares entitled to vote. If the Secretary, when so
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ordered or requested, refuses or neglects for more than thirty (30) days to call
such special meeting, the Trustees or the Shareholders so requesting, in the
name of the Secretary, may 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 (1) 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 (1) or more Series or Classes shall be called and
only the Shareholders of such one (1) or more Series or Classes shall be
entitled to notice of and to vote at such meeting.
Section 2. Notices. Except as above provided, 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 fifteen (15) 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 record of such meeting, or to any Shareholder who shall attend such meeting
in person or by proxy. Notice of adjournment of a Shareholders' meeting to
another time or place need not be given, if such time and place are announced at
the meeting and 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 3. Voting-Proxies. Subject to the provisions of the Trust Instrument,
Shareholders entitled to vote may vote either in person or by proxy, provided
that either (i) an instrument authorizing such proxy to act is executed by the
Shareholder in writing and dated not more than eleven (11) months before the
meeting, unless this instrument specifically provides for a longer period or
(ii) an electronic, telephonic, computerized, or other alternative to execution
of a written instrument authorizing the proxy to act, which authorization is
received no more than eleven (11) months before the meeting. Proxies shall be
delivered to the Secretary of the Trust or other persons responsible for
recording the proceedings before being voted. A proxy with respect to Shares
held in the name of two (2) or more persons shall be valid if executed by one
(1) of them unless at or prior to exercise of such proxy the Trust receives
specific written notice to the contrary from any one (1) 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 providing 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 or 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 Trust Instrument, as these By-Laws or such Trust Instrument may
be amended or supplemented from time to time, all matters relating to the
giving, voting, or validity or 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. 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.
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Section 5. 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 Trustees held at the principal
place of business of the Trust.
ARTICLE V
TRUSTEES' MEETINGS
Section 1. 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 (2)
other Trustees.
Section 2. Regular Meeting. Regular meetings of the Trustees may be held at such
places and at such times as the Trustees from time to time may 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 (2) other Trustees, as provided for
in Section 4.04 of the Trust Instrument.
Section 3. Quorum. A majority of the Trustees or three (3) Trustees, whichever
is less, shall constitute a quorum for the transaction of business and an action
of a majority of the quorum shall constitute action of the Trustees.
Section 4. Notice. Except as otherwise provided, notice of any special meeting
of the Trustees shall be given by the party calling the meeting to each Trustee,
as provided for in Section 4.04 of the Trust Instrument. 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. 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 6. 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
record of such meeting, the acts of such meeting shall be valid as if such
meeting had been regularly held.
Section 7. 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 8. Participation in Meetings By Conference Telephone. Trustees may
participate in a meeting of Trustees by conference telephone or similar
communications equipment by means of
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which all persons participating in the meeting can 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
SHARES OF BENEFICIAL INTEREST
Section 1. Beneficial Interest. The beneficial interest in the Trust at all
times shall be divided into such transferable Shares of one (1) or more separate
and distinct Series, or classes thereof, as the Trustees from time to time shall
create and establish. The number of Shares is unlimited, and each Share of each
Series or class thereof shall be without par value and shall represent an equal
proportionate interest with each other Share in the Series, none having priority
or preference over another, except to the extent that such priorities or
preferences are established with respect to one (1) or more classes of shares
consistent with applicable law and any rule or order to the Commission.
Section 2. Transfer of Shares. The Shares of the Trust shall be transferable, so
as to affect the rights of the Trust, only by transfer recorded on the books of
the Trust, in person or by attorney.
Section 3. Equitable Interest Not Recognized. The Trust shall be entitled to
treat the holder of record of any Share or Shares of beneficial interest as the
holder in fact thereof, and shall not be bound to recognize any equitable or
other claim or interest in such Share or Shares on the part of any other person
except as otherwise may be expressly provided by law.
Section 4. Share Certificate. In lieu of issuing certificates for Shares, the
Trustees or the transfer or shareholder services agent either may issue receipts
therefor or may keep accounts upon the books of the Trust for the record holders
of such Shares, who in either case shall be deemed, for all purposes hereunder,
to be 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.
ARTICLE VII
OWNERSHIP OF ASSETS OF THE TRUST
The Trustees, acting for and on behalf of the Trust, shall be
deemed to hold legal and beneficial ownership of any income earned on securities
held by the Trust issued by any business entity formed, organized or existing
under the laws of any jurisdiction other than a state, commonwealth, possession,
territory, or colony of the United States or the laws of the United States.
ARTICLE VIII
INSPECTION OF BOOKS
The Trustees from time to time shall 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.
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ARTICLE IX
INSURANCE OF OFFICERS, TRUSTEES, AND EMPLOYEES
The Trust may purchase and maintain insurance on behalf of any
Covered Person 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, association, joint
venture, trust, or other enterprise, against any liability asserted against him
and incurred 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 otherwise would 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 X
SEAL
The seal of the Trust shall be circular in form bearing the
inscription:
"PNC ADVISORS FUND
THE STATE OF DELAWARE"
The form of the seal shall be subject to alteration by the
Trustees and the seal may be used by causing the seal or a facsimile to be
impressed or affixed or printed or otherwise reproduced.
Any officer or Trustee of the Trust shall have authority to affix
the seal of the Trust to any document, instrument, or other paper executed and
delivered by or on behalf of the Trust; however, unless otherwise required by
the Trustees, the seal shall not be necessary to be placed on, and the seal's
absence shall not impair the validity of, any document, instrument, or other
paper executed by or on behalf of the Trust.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Trust shall end on such date as the
Trustees from time to time shall determine.
ARTICLE XII
AMENDMENTS
These By-Laws may be amended at any meeting of the Trustees of the
Trust by a majority vote.
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ARTICLE XIII
REPORT TO SHAREHOLDERS
The Trustees at least semi-annually shall submit to the
Shareholders a written financial report of the Trust including financial
statements which shall be certified at least annually by independent public
accountants.
ARTICLE XIV
HEADINGS
Headings are placed in these By-Laws for convenience of reference
only and, in case of any conflict, the text of these By-Laws rather than the
headings shall control.
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