Exhibit b
BY-LAWS
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BY-LAWS
of
PHOENIX-ABERDEEN WORLDWIDE OPPORTUNITIES FUND
A Delaware Business Trust
INTRODUCTION
A. 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 Phoenix-Aberdeen Worldwide Opportunities Fund, a
Delaware business trust (the "Trust"). In the event of any inconsistency between
the terms hereof and the terms of the Declaration of Trust, the terms of the
Declaration of Trust shall control.
B. Definitions. Capitalized terms used herein and not herein defined are
used as defined in the Declaration of Trust.
ARTICLE I
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Offices
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1. Principal Office. The Trustees shall fix and, from time to time, may
change the location of the principal executive office of the Trust at any place
within or outside the State of Delaware.
2. Delaware Office. The Trustees shall establish a registered office in the
State of Delaware and shall appoint as the Trust's registered agent for service
of process in the State of Delaware an individual resident of the State of
Delaware or a Delaware corporation or a corporation authorized to transact
business in the State of Delaware; in each case the business office of such
registered agent for service of process shall be identical with the registered
Delaware office of the Trust.
3. Other Offices. The Trustees may at any time establish branch or
subordinate offices at any place or places where the Trust intends to do
business.
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ARTICLE II
Meetings of Shareholders
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1. Place of Meetings. Meetings of Shareholders shall be held at any place
designated by the Trustees. In the absence of any such designation,
Shareholders' meetings shall be held at the principal executive office of the
Trust.
2. Call of Meetings. Meetings of the Shareholders may be called at any time
by the Trustees or by the President for the purpose of taking action upon any
matter requiring the vote or authority of the Shareholders as herein provided or
provided in the Declaration of Trust or upon any other matter as to which such
vote or authority is deemed by the Trustees or the President to be necessary or
desirable. To the extent required by the 1940 Act, meetings of the Shareholders
for the purpose of voting on the removal of any Trustee shall be called promptly
by the Trustees upon the written request of Shareholders holding at least ten
percent (10%) of the outstanding Shares entitled to vote.
3. Notice of Meetings of Shareholders. All notices of meetings of
Shareholders shall be sent or otherwise given in accordance with Section 4 of
this Article II not less than ten (10) nor more than ninety (90) days before the
date of the meeting. The notice shall specify (i) the place, date and hour of
the meeting, and (ii) the general nature of the business to be transacted. The
notice of any meeting at which Trustees are to be elected also shall include the
name of any nominee or nominees whom at the time of the notice are intended to
be presented for election.
If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a Trustee has a direct or indirect financial
interest, (ii) an amendment of the Agreement and Declaration of Trust of the
Trust, (iii) a reorganization of the Trust, or (iv) a voluntary dissolution of
the Trust, the notice shall also state the general nature of that proposal.
4. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of
Shareholders shall be given either personally or by first-class mail or
telegraphic or other written communication, charges prepaid, addressed to the
Shareholder at the address of that Shareholder appearing on the books of the
Trust or its transfer agent or given by the Shareholder to the Trust for the
purpose of notice. If no such address appears on the Trust's books or is given,
notice shall be deemed to have been given if sent to that Shareholder by
first-class mail or telegraphic or other written communication to the Trust's
principal executive office, or if published at least once in a newspaper of
general circulation in the county where that office is located. Notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written communication or, where
notice is given by publication, on the date of publication.
If any notice addressed to a Shareholder at the address of that Shareholder
appearing on the books of the Trust is returned to the Trust by the United
States Postal Service marked to indicate that the Postal Service is unable to
deliver the notice to the Shareholder at that address, all future notices or
reports shall be deemed to have been duly given without further mailing if
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these shall be available to the Shareholder on written demand of the Shareholder
at the principal executive office of the Trust for a period of one year from the
date of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of any
meeting of Shareholders shall be filed and maintained in the minute book of the
Trust.
5. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a
quorum is present, may be adjourned from time to time by the vote of the
majority of the Shares represented at that meeting, either in person or by
proxy.
When any meeting of Shareholders is adjourned to another time or place,
notice need not be given of the adjourned meeting at which the adjournment is
taken, unless a new record date of the adjourned meeting is fixed or unless the
adjournment is for more than sixty (60) days from the date set for the original
meeting, in which case the Trustees shall set a new record date. Notice of any
such adjourned meeting shall be given to each Shareholder of record entitled to
vote at the adjourned meeting in accordance with the provisions of Sections 3
and 4 of this Article II. At any adjourned meeting, the Trust may transact any
business which might have been transacted at the original meeting.
6. Voting. The Shareholders entitled to vote at any meeting of Shareholders
shall be determined in accordance with the provisions of the Declaration of
Trust of the Trust, as in effect at such time. The Shareholders' vote may be by
voice vote or by ballot, provided, however, that any election for Trustees must
be by ballot if demanded by any Shareholder before the voting has begun. On any
matter other than elections of Trustees, any Shareholder may vote part of the
Shares in favor of the proposal and refrain from voting the remaining Shares or
vote them against the proposal, but if the Shareholder fails to specify the
number of Shares which the Shareholder is voting affirmatively, it will be
conclusively presumed that the Shareholder's approving vote is with respect to
the total Shares that the Shareholder is entitled to vote on such proposal.
7. Waiver of Notice by Consent of Absent Shareholders. The transactions of
the meeting of Shareholders, however called and noticed and wherever held, shall
be as valid as though taken at a meeting duly held after regular call and notice
if a quorum be present either in person or by proxy and if either before or
after the meeting, each person entitled to vote who was not present in person or
by proxy signs a written waiver of notice or a consent to a holding of the
meeting or an approval of the minutes. The waiver of notice or consent need not
specify either the business to be transacted or the purpose of any meeting of
Shareholders.
Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the beginning of the
meeting.
8. Shareholder Action by Written Consent Without a Meeting. Except as
provided in the Declaration of Trust or the 1940 Act, any action that may be
taken at any meeting of
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Shareholders may be taken without a meeting and without prior notice if a
consent in writing setting forth the action so taken is signed by Shareholders
having not less than the minimum number of votes that would be necessary to
authorize or take that action at a meeting at which all Shareholders entitled to
vote on that action were present and voted. All such consents shall be filed
with the Secretary of the Trust and shall be maintained in the Trust's records.
Any Shareholder giving a written consent or a transferee of the Shares or a
personal representative of the Shareholder or their respective proxy holders may
revoke the consent by a writing received by the Secretary of the Trust before
written consents of the number of votes required to authorize the proposed
action have been filed with the Secretary.
If the consents of all Shareholders entitled to vote have not been
solicited in writing and if the unanimous written consent of all such
Shareholders shall not have been received, the Secretary shall give prompt
notice of the action approved by the Shareholders without a meeting. This notice
shall be given in the manner specified in Section 4 of this Article II.
9. Record Date for Shareholder Notice, Voting and Giving Consents.
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(a) For purposes of determining the Shareholders entitled to vote
or act at any meeting or adjournment thereof, the Trustees may fix in advance a
record date which shall not be more than ninety (90) days nor less than ten (10)
days before the date of any such meeting. Without fixing a record date for a
meeting, the Trustees may for voting and notice purposes close the register or
transfer books for one or more Series (or Classes) for all or any part of the
period between the earliest date on which a record date for such meeting could
be set in accordance herewith and the date of such meeting.
If the Trustees do not so fix a record date or close the register or
transfer books of the affected Series (or Classes), the record date for
determining Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be at the close of business on the business day next
preceding the day on which notice is given or if notice is waived, at the close
of business on the business day next preceding the day on which the meeting is
held.
(b) The record date for determining Shareholders entitled to give
consent to action in writing without a meeting, (a) when no prior action of the
Trustees has been taken, shall be the day on which the first written consent is
given, or (b) when prior action of the Trustees has been taken, shall be (x)
such date as determined for that purpose by the Trustees, which record date
shall not precede the date upon which the resolution fixing it is adopted by the
Trustees and shall not be more than 20 days after the date of such resolution,
or (y) if no record date is fixed by the Trustees the record date shall be the
close of business on the day on which the Trustees adopt the resolution relating
to that action. Nothing in this Section shall be construed as precluding the
Trustees from setting different record dates for different Series (or Classes).
Only Shareholders of record on the record date as herein determined shall have
any right to vote or to act at any meeting or give consent to any action
relating to such record date, notwithstanding any transfer of Shares on the
books of the Trust after such record date.
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10. Proxies. Subject to the provisions of the Declaration of Trust, every
Person entitled to vote for Trustees or on any other matter shall have the right
to do so either in person or by proxy, provided that either (i) an instrument
authorizing such a proxy to act is executed by the Shareholder in writing and
dated not more than eleven (11) months before the meeting, unless the instrument
specifically provides for a longer period or (ii) the Trustees adopt an
electronic, telephonic, computerized or other alternative to execution of a
written instrument authorizing the proxy to act which authorization is received
not more than eleven (11) months before the meeting. A proxy shall be deemed
executed by a Shareholder if the Shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission or
otherwise) by the Shareholder or the Shareholder's attorney-in-fact or other
authorized agent. A valid proxy which does not state that it is irrevocable
shall continue in full force and effect unless (i) revoked by the person
executing it before the vote pursuant to that proxy by a writing delivered to
the Trust stating that the proxy is revoked, by a subsequent proxy executed by
or attendance at the meeting and voting in person by the person executing that
proxy or revoked by such person using any electronic, telephonic, computerized
or other alternative means authorized by the Trustees for authorizing the proxy
to act; or (ii) written notice of the death or incapacity of the maker of that
proxy is received by the Trust before the vote pursuant to that proxy is
counted. A proxy with respect to Shares held in the name of two or more Persons
shall be valid if executed by any one of them unless at or prior to exercise of
the proxy the Trust receives a specific written notice to the contrary from any
of them. A proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger.
11. Inspectors of Election. Before any meeting of Shareholders, the
Trustees may appoint any persons other than nominees for office to act as
inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the Chairman of the meeting may appoint inspectors of
election at the meeting. The number of inspectors shall be two (2). If any
person appointed as inspector fails to appear or fails or refuses to act, the
Chairman of the meeting may appoint a person to fill the vacancy.
These inspectors shall:
(a) Determine the number of Shares outstanding and the voting power
of each, the Shares represented at the meeting, the existence
of a quorum and the authenticity, validity and effect of
proxies;
(b) Receive votes, ballots or consents;
(c) Hear and determine all challenges and questions in any way
arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
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(g) Do any other acts that may be proper to conduct the election or
vote with fairness to all Shareholders.
ARTICLE III
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Trustees
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1. Powers. Subject to the applicable provisions of the 1940 Act, the
Declaration of Trust and these By-Laws relating to action required to be
approved by the Shareholders, the business and affairs of the Trust shall be
managed and all powers shall be exercised by or under the direction of the
Trustees.
2. Number of Trustees. The exact number of Trustees within any limits
specified in the Declaration of Trust shall be fixed from time to time by a
resolution of the Trustees.
3. Vacancies. Vacancies in the authorized number of Trustees may be filled
as provided in the Declaration of Trust.
4. Place of Meetings and Meetings by Telephone. All meetings of the
Trustees may be held at any place that has been designated from time to time by
resolution of the Trustees. In the absence of such a designation, regular
meetings shall be held at the principal executive office of the Trust. Any
meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all Trustees participating in the meeting
can hear one another and, except as provided under the 1940 Act, all such
Trustees shall be deemed to be present in person at the meeting.
5. Regular Meetings. Regular meetings of the Trustees shall be held without
call at such time as shall from time to time be fixed by the Trustees. Such
regular meetings may be held without notice.
6. Special Meetings. Special meetings of the Trustees for any purpose or
purposes may be called at any time by the President or any Vice President or the
Secretary or any two (2) Trustees.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each Trustee or sent by first-class mail, by
telegram or telecopy (or similar electronic means) or by nationally recognized
overnight courier, charges prepaid, addressed to each Trustee at that Trustee's
address as it is shown on the records of the Trust. In case the notice is
mailed, it shall be deposited in the United States mail at least seven (7)
calendar days before the time of the holding of the meeting. In case the notice
is delivered personally or by telephone or by telegram, telecopy (or similar
electronic means) or overnight courier, it shall be given at least forty-eight
(48) hours before the time of the holding of the meeting. Any oral notice given
personally or by telephone may be communicated either to the Trustee or to a
person at the office
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of the Trustee who the person giving the notice has reason to believe will
promptly communicate it to the Trustee. The notice need not specify the purpose
of the meeting or the place if the meeting is to be held at the principal
executive office of the Trust.
7. Quorum. A third of the authorized number of Trustees shall constitute a
quorum for the transaction of business, except to adjourn as provided in Section
9 of this Article III. Every act or decision done or made by a majority of the
Trustees present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Trustees, subject to the provisions of the
Declaration of Trust. A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of Trustees if any
action taken is approved by at least a majority of the required quorum for that
meeting.
8. Waiver of Notice. Notice of any meeting need not be given to any Trustee
who either before or after the meeting signs a written waiver of notice, a
consent to holding the meeting, or an approval of the minutes. The waiver of
notice or consent need not specify the purpose of the meeting. All such waivers,
consents, and approvals shall be filed with the records of the Trust or made a
part of the minutes of the meeting. Notice of a meeting shall also be deemed
given to any Trustee who attends the meeting without protesting before or at its
commencement the lack of notice to that Trustee.
9. Adjournment. A majority of the Trustees present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.
10. Notice of Adjournment. Notice of the time and place of holding an
adjourned meeting need not be given unless the meeting is adjourned for more
than forty-eight (48) hours, in which case notice of the time and place shall be
given before the time of the adjourned meeting in the manner specified in
Section 6 of this Article III to the Trustees who were present at the time of
the adjournment.
11. Action Without a Meeting. Unless the 1940 Act requires that a
particular action be taken only at a meeting at which the Trustees are present
in person, any action to be taken by the Trustees at a meeting may be taken
without such meeting by the written consent of a majority of the Trustees then
in office. Any such written consent may be executed and given by telecopy or
similar electronic means. Such written consents shall be filed with the minutes
of the proceedings of the Trustees. If any action is so taken by the Trustees by
the written consent of less than all of the Trustees, prompt notice of the
taking of such action shall be furnished to each Trustee who did not execute
such written consent, provided that the effectiveness of such action shall not
be impaired by any delay or failure to furnish such notice.
12. Fees and Compensation of Trustees. Trustees and members of committees
may receive such compensation, if any, for their services and such reimbursement
of expenses as may be fixed or determined by resolution of the Trustees. This
Section 12 shall not be construed to preclude any Trustee from serving the Trust
in any other capacity as an officer, agent, employee, or otherwise and receiving
compensation for those services.
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13. Delegation of Power to Other Trustees. Any Trustee may, by power of
attorney, delegate his or her power for a period not exceeding six (6) months at
any one time to any other Trustee or Trustees; provided that in no case shall
fewer than two (2) Trustees personally exercise the powers granted to the
Trustees, except as otherwise expressly provided herein or by resolution of the
Trustees. Except where applicable law may require a Trustee to be present in
person, a Trustee represented by another Trustee pursuant to such power of
attorney shall be deemed to be present for purposes of establishing a quorum and
satisfying the required vote of Trustees.
ARTICLE IV
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Committees
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1. Committees of Trustees. The Trustees may by resolution designate one or
more committees, each consisting of two (2) or more Trustees, to serve at the
pleasure of the Trustees. The Trustees may designate one or more Trustees as
alternate members of any committee who may replace any absent member at any
meeting of the committee. Any committee to the extent provided in the resolution
of the Trustee, shall have the authority of the Trustees, except with respect
to:
(a) the approval of any action which under applicable law requires
approval by a majority of the entire authorized number of
Trustees or certain Trustees;
(b) the filling of vacancies of Trustees;
(c) the fixing of compensation of the Trustees for services
generally or as a member of any committee;
(d) the amendment or termination of the Declaration of Trust or any
Series or Class or amendment of the By-Laws or the adoption of
new By-Laws;
(e) the amendment or repeal of any resolution of the Trustees which
by its express terms is not so amendable or repealable;
(f) a distribution to the Shareholders of the Trust, except at a
rate or in a periodic amount or within a designated range
determined by the Trustees; or
(g) the appointment of any other committees of the Trustees or the
members of such new committees.
2. Meetings and Action of Committees. Meetings and action of committees
shall be governed by and held and taken in accordance with the provisions of
Article III of these
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By-Laws, with such changes in the context thereof as are necessary to substitute
the committee and its members for the Trustees generally, except that the time
of regular meetings of committees may be determined either by resolution of the
Trustees or by resolution of the committee. Special meetings of committees may
also be called by resolution of the Trustees. Alternate members shall be given
notice of meetings of committees and shall have the right to attend all meetings
of committees. The Trustees may adopt rules for the governance of any committee
not inconsistent with the provisions of these By-Laws.
ARTICLE V
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Officers
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1. Officers. The officers of the Trust shall be a President, a Secretary,
and a Treasurer. The Trust may also have, at the discretion of the Trustees, a
Chairman of the Board (Chairman), one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
as may be appointed in accordance with the provisions of Section 3 of this
Article V. Any number of offices may be held by the same person. The Chairman,
if there be one, shall be a Trustee and may but need not be a Shareholder; and
any other officer may but need not be a Trustee or Shareholder.
2. Election of Officers. The officers of the Trust, except such officers as
may be appointed in accordance with the provisions of Section 3 or Section 5 of
this Article V, shall be chosen by the Trustees, and each shall serve at the
pleasure of the Trustees, subject to the rights, if any, of an officer under any
contract of employment.
3. Subordinate Officers. The Trustees may appoint and may empower the
President to appoint such other officers as the business of the Trust may
require, each of whom shall hold office for such period, have such authority and
perform such duties as are provided in these By-Laws or as the Trustees may from
time to time determine.
4. Removal and Resignation of Officers. Subject to the rights, if any, of
an officer under any contract of employment, any officer may be removed, either
with or without cause, by the Trustees at any regular or special meeting of the
Trustees or by the principal executive officer or by such other officer upon
whom such power of removal may be conferred by the Trustees.
Any officer may resign at any time by giving written notice to the Trust.
Any resignation shall take effect at the date of the receipt of that notice or
at any later time specified in that notice; and unless otherwise specified in
that notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
Trust under any contract to which the officer is a party.
5. Vacancies in Offices. A vacancy in any office because of death,
resignation, removal, disqualification or other cause shall be filled in the
manner prescribed in these By-Laws
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for regular appointment to that office. The President may make temporary
appointments to a vacant office pending action by the Trustees.
6. Chairman. The Chairman, if such an officer is elected, shall if present
preside at meetings of the Trustees, shall be the chief executive officer of the
Trust and shall, subject to the control of the Trustees, have general
supervision, direction and control of the business and the officers of the Trust
and exercise and perform such other powers and duties as may be from time to
time assigned to him by the Trustees or prescribed by the Declaration of Trust
or these By-Laws.
7. President. Subject to such supervisory powers, if any, as may be given
by the Trustees to the Chairman, if there be such an officer, the President
shall be the chief operating officer of the Trust and shall, subject to the
control of the Trustees and the Chairman, have general supervision, direction
and control of the business and the officers of the Trust. He or she shall
preside at all meetings of the Shareholders, and in the absence of the Chairman
or if there be none, at all meetings of the Trustees. He or she shall have the
general powers and duties of management usually vested in the office of
President of a corporation and shall have such other powers and duties as may be
prescribed by the Trustees, the Declaration of Trust or these By-Laws.
8. Vice Presidents. In the absence or disability of the President, the Vice
Presidents, if any, in order of their rank as fixed by the Trustees or if not
ranked, the Executive Vice President (who shall be considered first ranked) and
such other Vice Presidents as shall be designated by the Trustees, shall perform
all the duties of the President and when so acting shall have all powers of and
be subject to all the restrictions upon the President. The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Trustees or the President or the
Chairman or by these By-Laws.
9. Secretary. The Secretary shall keep or cause to be kept at the principal
executive office of the Trust or such other place as the Trustees may direct a
book of minutes of all meetings and actions of Trustees, committees of Trustees
and Shareholders with the time and place of holding, whether regular or special,
and if special, how authorized, the notice given, the names of those present at
Trustees' meetings or committee meetings, the number of Shares present or
represented at meetings of Shareholders and the proceedings.
The Secretary shall keep or cause to be kept at the principal executive
office of the Trust or at the office of the Trust's transfer agent or registrar,
a Share register or a duplicate Share register showing the names of all
Shareholders and their addresses, the number and classes of Shares held by each,
the number and date of certificates issued for the same and the number and date
of cancellation of every certificate surrendered for cancellation.
The Secretary shall give or cause to be given notice of all meetings of the
Shareholders and of the Trustees (or committees thereof) required to be given by
these By-Laws or by
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applicable law and shall have such other powers and perform such other duties as
may be prescribed by the Trustees or by these By-Laws.
10. Treasurer. The Treasurer shall be the chief financial officer and chief
accounting officer of the Trust and shall keep and maintain or cause to be kept
and maintained adequate and correct books and records of accounts of the
properties and business transactions of the Trust and each Series and Class
thereof, including accounts of the assets, liabilities, receipts, disbursements,
gains, losses, capital and retained earnings of all Series and Classes thereof.
The books of account shall at all reasonable times be open to inspection by any
Trustee.
The Treasurer shall deposit all monies and other valuables in the name and
to the credit of the Trust with such depositaries as may be designated by the
Board of Trustees. He or she shall disburse the funds of the Trust as may be
ordered by the Trustees, shall render to the President and Trustees, whenever
they request it, an account of all of his or her transactions as chief financial
officer and of the financial condition of the Trust and shall have other powers
and perform such other duties as may be prescribed by the Trustees or these
By-Laws.
ARTICLE VI
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Indemnification of Trustees, Officers,
Employees and Other Agents
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1. Agents, Proceedings, Expenses. For the purpose of this Article, "agent"
means any Person who is or was a Trustee, officer, employee or other agent of
the Trust or is or was serving at the request of the Trust as a trustee,
director, officer, employee or agent of another organization in which the Trust
has any interest as a Shareholder, creditor or otherwise: "proceeding" means any
threatened, pending or completed claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative (including appeals); and
"expenses" includes, without limitation, accountant's and attorneys' fees,
costs, judgments, amounts paid in settlement, fines, penalties and all other
liabilities whatsoever.
2. Indemnification. Subject to the exceptions and limitations contained in
Section 3 below, every agent shall be indemnified by the Trust to the fullest
extent permitted by law against all liabilities and against all expenses
reasonably incurred or paid by him or her in connection with any proceeding in
which he or she becomes involved as a party or otherwise by virtue of his or her
being or having been an agent.
3. Limitations, Settlements. No indemnification shall be provided hereunder
to an agent:
(a) who shall have been adjudicated by the court or other body
before which the proceeding was brought to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office
(collectively, "disabling conduct"); or
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(b) with respect to any proceeding disposed of (whether by
settlement, pursuant to a consent decree or otherwise) without an adjudication
by the court or other body before which the proceeding was brought that such
agent was liable to the Trust or its Shareholders by reason of disabling
conduct, unless there has been a determination that such agent did not engage in
disabling conduct:
(i) by the court or other body before which the proceeding was
brought;
(ii) by at least a majority of those Trustees who are neither
Interested Persons (within the meaning of the 1940 Act) of
the Trust nor are parties to the proceeding based upon a
review of readily available facts (as opposed to a full
trial-type inquiry); or
(iii) by written opinion of independent legal counsel based upon
a review of readily available facts (as opposed to a full
trial-type inquiry);
provided, however, that indemnification shall be provided hereunder to an agent
with respect to any proceeding in the event of (1) a final decision on the
merits by the court or other body before which the proceeding was brought that
the agent was not liable by reason of disabling conduct, or (2) the dismissal of
the proceeding by the court or other body before which it was brought for
insufficiency of evidence of any disabling conduct with which such agent has
been charged.
4. Insurance, Rights Not Exclusive. The rights of indemnification herein
provided may be insured against by policies maintained by the Trust on behalf of
any agent, shall be severable, shall not be exclusive of or affect any other
rights to which any agent may now or hereafter be entitled and shall inure to
the benefit of the heirs, executors and administrators of any agent.
5. Advance of Expenses. Expenses incurred by an agent in connection with
the preparation and presentation of a defense to any proceeding may be paid by
the Trust from time to time prior to final disposition thereof upon receipt of
an undertaking by or on behalf of such agent that such amount will be paid over
by him or her to the Trust if it is ultimately determined that he or she is not
entitled to indemnification under this Article VI; provided, however, that (a)
such agent shall have provided appropriate security for such undertaking, (b)
the Trust is insured against losses arising out of any such advance payments or
(c) either a majority of the Trustees who are neither Interested Persons of the
Trust nor parties to the proceeding, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily available facts
(as opposed to a trial-type inquiry or full investigation), that there is reason
to believe that such agent will be found entitled to indemnification under this
Article VI.
6. Fiduciaries of Employee Benefit Plan. This Article does not apply to any
proceeding against any Trustee, investment manager or other fiduciary of an
employee benefit
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plan in that person's capacity as such, even though that person may also be an
agent of this Trust as defined in Section 1 of this Article. Nothing contained
in this Article shall limit any right to indemnification to which such a
Trustee, investment manager, or other fiduciary may be entitled by contract or
otherwise which shall be enforceable to the extent permitted by applicable law
other than this Article.
ARTICLE VII
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Records and Reports
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1. Maintenance and Inspection of Share Registrar. The Trust shall maintain
at its principal executive office or at the office of its transfer agent or
registrar, if either be appointed and as determined by resolution of the
Trustees, a record of its Shareholders, giving the names and addresses of all
Shareholders and the number and Series (and, as applicable, Class) of Shares
held by each Shareholder. Subject to such reasonable standards (including
standards governing what information and documents are to be furnished and at
whose expense) as may be established by the Trustees from time to time, the
record of the Trust's Shareholders shall be open to inspection upon the written
request of any Shareholder at any reasonable time during usual business hours
for a purpose reasonably related to the holder's interests as a Shareholder.
2. Maintenance and Inspection of By-Laws. The Trust shall keep at its
principal executive office the original or a copy of these By-Laws as amended to
date, which shall be open to inspection by the Shareholders at all reasonable
times during office hours.
3. Maintenance and Inspection of Other Records. The accounting books and
records and minutes of proceedings of the Shareholders and the Trustees and any
committee or committees of the Trustees shall be kept at such place or places
designated by the Trustees or in the absence of such designation, at the
principal executive office of the Trust. The minutes shall be kept in written
form and the accounting books and records shall be kept either in written form
or in any other form capable of being converted into written form. Minutes and
accounting books and records shall be open to inspection upon the written
request of any Shareholder at any reasonable time during usual business hours
for a purpose reasonably related to the holder's interests as a Shareholder. Any
such inspection may be made in person or by an agent or attorney and shall
include the right to copy and make extracts. Notwithstanding the foregoing, the
Trustees shall have the right to keep confidential from Shareholders for such
period of time as the Trustees deem reasonable, any information which the
Trustees reasonably believe to be in the nature of trade secrets or other
information the disclosure of which the Trustees in good faith believe is not in
the best interests of the Trust or could damage the Trust or its business or
which the Trust is required by law or by agreement with a third party to keep
confidential.
4. Inspection by Trustees. Every Trustee shall have the absolute right at
any reasonable time to inspect all books, records, and documents of every kind
and the physical properties of the Trust. This inspection by a Trustee may be
made in person or by an agent or attorney and the right of inspection includes
the right to copy and make extracts of documents.
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5. Financial Statements. A copy of any financial statements and any income
statement of the Trust for each semi-annual period of each fiscal year and
accompanying balance sheet of the Trust as of the end of each such period that
has been prepared by the Trust shall be kept on file in the principal executive
office of the Trust for at least twelve (12) months and each such statement
shall be exhibited at all reasonable times to any Shareholder demanding an
examination of any such statement or a copy shall be mailed to any such
Shareholder.
The semi-annual income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of any independent
accountants engaged by the Trust or the certificate of an authorized officer of
the Trust that the financial statements were prepared without audit from the
books and records of the Trust.
ARTICLE VIII
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General Matters
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1. Checks, Drafts, Evidence of Indebtedness. All checks, drafts, or other
orders for payment of money, notes or other evidences of indebtedness issued in
the name of or payable to the Trust shall be signed or endorsed in such manner
and by such person or persons as shall be designated from time to time in
accordance with the resolution of the Board of Trustees.
2. Contracts and Instruments; How Executed. The Trustees, except as
otherwise provided in these By-Laws, may authorize any officer or officers,
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the Trust and this authority may be general or confined
to specific instances; and unless so authorized or ratified by the Trustees or
within the agency power of an officer, no officer, agent, or employee shall have
any power or authority to bind the Trust by any contract or engagement or to
pledge its credit or to render it liable for any purpose or for any amount.
3. Certificates for Shares. The Trustees may at any time authorize the
issuance of Share certificates for any one or more Series or Classes. In that
event, each Shareholder of an affected Series or Class shall be entitled upon
request to receive a certificate evidencing such Shareholder's ownership of
Shares of the relevant Series or Class (in such form as shall be prescribed from
time to time by the Trustees). All certificates shall be signed in the name of
the Trust by the President or Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the
number of Shares and the Series of Shares owned by the Shareholders. Any or all
of the signatures on the certificate may be facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed on a certificate shall have ceased to be that officer, transfer
agent, or registrar before that certificate is issued, it may be issued by the
Trust with the same effect as if that person were an officer, transfer agent or
registrar at the date of issue. Notwithstanding the foregoing, the Trust may
adopt and use a system of issuance, recordation and transfer of its Shares by
electronic or other means.
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4. Lost Certificates. Except as provided in this Section 4, no new
certificates for Shares shall be issued to replace an old certificate unless the
latter is surrendered to the Trust and canceled at the same time. The Trustees
may, in the event any Share certificate or certificate for any other security is
lost, stolen, or destroyed, authorize the issuance of a replacement certificate
on such terms and conditions as the Trustees may require, including a provision
for indemnification of the Trust secured by a bond or other adequate security
sufficient to protect the Trust against any claim that may be made against it,
including any expense or liability on account of the alleged loss, theft, or
destruction of the certificate or the issuance of the replacement certificate.
5. Representation of Shares of Other Entities held by Trust. The President
or any Vice President or any other person authorized by the Trustees or by any
of the foregoing designated officers, is authorized to vote or represent on
behalf of the Trust any and all Shares of any corporation, partnership, trusts,
or other entities, foreign or domestic, standing in the name of the Trust. The
authority granted may be exercised in person or by a proxy duly executed by such
designated person.
6. Fiscal Year. The fiscal year of the Trust shall be fixed and refixed or
changed from time to time by the Trustees. The fiscal year of the Trust shall be
the taxable year of each Series and Class of the Trust.
7. Seal. The seal of the Trust shall consist of a flat-faced dye with the
words "Phoenix-Aberdeen Worldwide Opportunities Fund, Delaware Business Trust,
2000" cut or engraved thereon. However, 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.
ARTICLE IX
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Amendments
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1. Amendment. Except as otherwise provided by applicable law or by the
Declaration of Trust, these By-Laws may be restated, amended, supplemented or
repealed by the Trustees, provided that no restatement, amendment, supplement or
repeal hereof shall limit the rights to indemnification or insurance provided in
Article VI hereof with respect to any acts or omissions of agents (as defined in
Article VI) of the Trust prior to such amendment.
2. Incorporation by Reference into Agreement and Declaration of Trust by
the Trust. These By-Laws and any amendments thereto shall be deemed incorporated
by reference in the Declaration of Trust.
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