Exhibit (b)(iii) under Form N-1A
Exhibit 3(ii) under Item 601/Reg. S-K
BY-LAWS
of
VISION GROUP OF FUNDS
A Delaware Business Trust
Dated as of August 11, 2000
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 Vision Group of Funds, 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
OFFICES
Section 1. PRINCIPAL OFFICES. 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.
Section 2. DELAWARE OFFICE. The Trustees shall establish a registered
office in the State of Delaware and shall appoint a registered agent for service
of process in the State of Delaware.
Section 3. OTHER OFFICES. The Board may at any time establish branch or
subordinate offices at any place or places where the Trust intends to do
business.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any
place within or outside the State of Delaware designated by the Board. In the
absence of any such designation by the Board, shareholders' meetings shall be
held at the principal executive office of the Trust. For purposes of these
By-Laws, the term "shareholder" shall mean a record owner of shares of the
Trust.
Section 2. CALL OF MEETING. There shall be no annual Shareholders'
meetings. A meeting of the shareholders may be called at any time by the Board,
by the chairperson of the Board or by the president for the purpose of electing
trustees as provided in these By-Laws or for the purpose of taking action upon
any other matter deemed by the Board to be necessary or desirable.
Section 3. NOTICE OF SHAREHOLDERS' MEETING. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 4 of
this Article II not less than seven (7) nor more than ninety-three (93) 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 who at the time of the notice
are intended to be presented for election. Except with respect to adjournments
as provided herein, no business shall be transacted at such meeting other than
that specified in the notice.
Section 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any
meeting of shareholders shall be given either personally or by first-class mail,
courier, telegraphic, facsimile or electronic mail, 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, courier,
telegraphic, facsimile or electronic mail, or other written communication to the
Trust's principal executive office. Notice shall be deemed to have been given at
the time when delivered personally, deposited in the mail or with a courier, or
sent by telegram, facsimile, electronic mail or other means of written
communication.
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 marked to indicate
that the notice to the shareholder cannot be delivered at that address, all
future notices or reports shall be deemed to have been duly given without
further mailing, or substantial equivalent thereof, if such notices 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
shareholders' meeting shall be executed by the secretary, assistant secretary,
transfer agent, or solicitation agent of the Trust giving the notice and shall
be filed and maintained in the records of the Trust. Such affidavit shall, in
the absence of fraud, be prima facie evidence of the facts stated therein.
Section 5. ADJOURNED MEETING; NOTICE. Any shareholders' meeting, whether or
not a quorum is present, may be adjourned from time to time (and at any time
during the course of the meeting) by a majority of the votes cast by those
shareholders present in person or by proxy, or by the chairperson of the
meeting. Any adjournment may be with respect to one or more proposals, but not
necessarily all proposals, to be voted or acted upon at such meeting and any
adjournment will not delay or otherwise affect the effectiveness and validity of
a vote or other action taken at a shareholders' meeting prior to adjournment.
When any shareholders' meeting 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 one hundred eighty (180) days from the record date
set for the original meeting, in which case the Board shall set a new record
date. If notice of any such adjourned meeting is required pursuant to the
preceding sentence, it 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 that might have been transacted at the original meeting.
Section 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 and these By-Laws, as in effect at such time. The
shareholders' vote may be by voice vote or by ballot; PROVIDED, HOWEVER, that
any election of trustees must be by ballot if demanded by any shareholder before
the voting has begun. 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.
Abstentions and broker non-votes will be included for purposes of
determining whether a quorum is present at a shareholders' meeting. Abstentions
and broker non-votes will be treated as votes present at a shareholders'
meeting, but will not be treated as votes cast. Abstentions and broker
non-votes, therefore, will have no effect on proposals which require a plurality
or majority of votes cast for approval, but will have the same effect as a vote
"against" on proposals requiring a majority of outstanding voting securities for
approval.
Section 7. QUORUM. Except when a larger quorum is required by applicable
law, the Declaration of Trust or these By-Laws, thirty-three and one-third
percent (33-1/3%) of the shares present in person or represented by proxy and
entitled to vote at a shareholders' meeting shall constitute a quorum at such
meeting. When a separate vote by one or more series or classes is required,
thirty-three and one-third percent (33-1/3%) of the shares of each such series
or class present in person or represented by proxy and entitled to vote shall
constitute a quorum at a shareholders' meeting of such series or class.
Section 8. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. The
transactions of a meeting of shareholders, however called and noticed and
wherever held, shall be valid as though transacted at a meeting duly held after
regular call and notice if a quorum is present either in person or by proxy.
Attendance by a person at a meeting shall also constitute a waiver of notice of
that meeting with respect to that person, 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 such attendance 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. Whenever notice of a meeting is required to be given to a
shareholder under the Declaration of Trust or these By-Laws, a written waiver
thereof, executed before or after the meeting by such shareholder or his or her
attorney thereunto authorized and filed with the records of the meeting, shall
be deemed equivalent to such notice.
Section 9. PROXIES. Every shareholder entitled to vote for trustees or on
any other matter shall have the right to do so either in person or by one or
more agents authorized by a written proxy signed by the shareholder and filed
with the secretary of the Trust; PROVIDED, that an alternative to the execution
of a written proxy may be permitted as provided in the second paragraph of this
Section 9. A proxy shall be deemed signed 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. A validly
executed proxy which does not state that it is irrevocable shall continue in
full force and effect unless (i) revoked by the shareholder executing it by a
written notice delivered to the Trust prior to the exercise of the proxy or by
the shareholder's execution of a subsequent proxy or attendance and vote in
person at the meeting; or (ii) written notice of the death or incapacity of the
shareholder is received by the Trust before the proxy's vote is counted;
PROVIDED, HOWEVER, that no proxy shall be valid after the expiration of eleven
(11) months from the date of the proxy unless otherwise provided in the proxy.
The revocability of a proxy that states on its face that it is irrevocable shall
be governed by the provisions of the General Corporation Law of the State of
Delaware.
With respect to any shareholders' meeting, the Board may act to permit the
Trust to accept proxies by any electronic, telephonic, computerized,
telecommunications or other reasonable alternative to the execution of a written
instrument authorizing the proxy to act, provided the shareholder's
authorization is received within eleven (11) months before the meeting. 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 one 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 with the challenger.
Section 10. INSPECTORS OF ELECTION. Before any meeting of shareholders, the
Board may appoint any person other than nominees for office to act as inspector
of election at the meeting or its adjournment. If no inspector of election is so
appointed, the chairperson of the meeting may, and on the request of any
shareholder or a shareholder's proxy shall, appoint an inspector of election at
the meeting. If any person appointed as inspector fails to appear or fails or
refuses to act, the chairperson of the meeting may, and on the request of any
shareholder or a shareholder's proxy shall, appoint a person to fill the
vacancy.
The inspector 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 of voting or consents; and
(g) do any other acts that may be proper to conduct the election or vote
with fairness to all shareholders.
ARTICLE III
TRUSTEES
Section 1. VACANCIES. Vacancies in the Board may be filled by a majority of
the remaining trustees, though less than a quorum, or by a sole remaining
trustee, unless the Board calls a meeting of shareholders for the purpose of
filling such vacancies. In the event of the death, resignation, removal,
declaration as bankrupt or incapacity of all of the then trustees, the Trust's
investment adviser or advisers is or are, as the case may be, empowered to
appoint new trustees subject to the provisions of Section 16(a) of the 1940 Act.
Section 2. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of the
Board may be held at any place within or outside the State of Delaware that has
been designated from time to time by the Board. In the absence of such a
designation, regular meetings shall be held at the principal executive office of
the Trust. Subject to any applicable requirements of the 1940 Act, 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 all such trustees shall be deemed to be present in person at such
meeting for purposes of the DBTA and, to the extent permitted, the 1940 Act.
Section 3. REGULAR MEETINGS. Regular meetings of the Board shall be held
without call at such time as shall from time to time be fixed by the Board. Such
regular meetings may be held without notice.
Section 4. SPECIAL MEETINGS. Special meetings of the Board for any purpose
or purposes may be called at any time by the chairperson of the Board, the
president, any vice president, the secretary or any trustee.
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, courier
or telegram, charges prepaid, or by facsimile or electronic mail, 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) days before the time of the holding of the meeting. In
case the notice is delivered personally, by telephone, by courier, to the
telegraph company, or by express mail, facsimile, electronic mail or similar
service, it shall be delivered 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 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.
Section 5. 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.
Section 6. QUORUM. A majority of the authorized number of Trustees shall
constitute a quorum for the transaction of business, except to adjourn as
provided in Sections 8 and 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 Board, 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.
Section 7. 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 about the lack of notice to that Trustee.
Section 8. ADJOURNMENT. A majority of the Trustees present, whether or not
constituting a quorum, may adjourn any matter at any meeting to another time and
place.
Section 9. 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 seven (7) days, in which case notice of the time and place shall be given
before the time of the recommencement of an adjourned meeting to the Trustees
who were present at the time of the adjournment.
Section 10. 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
Board. This Section 10 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.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES OF TRUSTEES. The Board may, by resolution adopted by
a majority of the authorized number of Trustees, designate one or more
committees as set forth in the Declaration of Trust, to serve at the pleasure of
the Board. The Board may designate one or more Trustees or other persons 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 Board, shall have the authority of the Board, except with
respect to:
(a) the approval of any action which under the Declaration of Trust or
applicable law also requires shareholders' approval or requires
approval by a majority of the entire Board or certain members of the
Board;
(b) the filling of vacancies on the Board or on any committee. However, a
committee may nominate trustees and, if required by the 1940 Act,
elect trustees who are not "interested persons" as defined in the 1940
Act;
(c) the fixing of compensation of the trustees for serving on the Board or
on any committee;
(d) the amendment or repeal of the Declaration of Trust or of these
By-Laws or the adoption of a new Declaration of Trust or new By-Laws;
or
(e) the amendment or repeal of any resolution of the Board which by its
express terms is not so amendable or repealable.
Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of any
committee shall be governed by and held and taken in accordance with the
provisions of the Declaration of Trust and Article III of these By-Laws, with
such changes in the context thereof as are necessary to substitute the committee
and its members for the Board and its members, except that the time of regular
meetings of any committee may be determined either by the Board or by the
committee. Special meetings of any committee may also be called by resolution of
the Board, and notice of special meetings of any committee shall also be given
to all alternate members who shall have the right to attend all meetings of the
committee. The Board may adopt rules for the government of any committee not
inconsistent with the provisions of these By-Laws.
ARTICLE V
OFFICERS
Section 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
Board, one or more vice presidents, one or more assistant 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. Any
officer may be, but need not be, a Trustee or Shareholder.
Section 2. ELECTION OF OFFICERS. The officers of the Trust shall be chosen
by the Board, and each shall serve at the pleasure of the Board, subject to the
rights, if any, of an officer under any contract of employment.
Section 3. SUBORDINATE OFFICERS. The Board 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 Board may from
time to time determine.
Section 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 Board at any regular or special meeting of
the Board, or by an officer upon whom such power of removal may be conferred by
the Board.
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 such notice. Unless otherwise specified in such
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.
Section 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 for regular appointment to that office.
Section 6. CHAIRPERSON OF THE BOARD. The chairperson of the Board shall, if
present, preside at meetings of the Board and exercise and perform such other
powers and duties as may be from time to time assigned to the chairperson by the
Board or prescribed by these By-Laws. In the absence, resignation, disability or
death of the president, the chairperson shall exercise all the powers and
perform all the duties of the president until his or her return, such disability
shall be removed or a new president shall have been elected.
Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the Board to the chairperson of the Board, the president shall be the
chief operating and executive officer of the Trust and shall, subject to the
control of the Board, have general supervision, direction and control of the
business and the officers of the Trust. In the absence of the chairperson of the
Board, the president or his designee shall preside at all meetings of the
shareholders and at all meetings of the Board. The president 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 Board or these By-Laws.
Section 8. VICE PRESIDENTS. In the absence or disability of the president,
the executive vice presidents or vice presidents, if any, in order of their rank
as fixed by the Board or if not ranked, a vice president designated by the
Board, 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 executive vice president or vice presidents, whichever the case may be,
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board, these By-Laws, the
president or the chairperson of the Board.
Section 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 Board 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 shareholders' meetings, and the proceedings.
The secretary shall cause to be kept at the principal executive office of
the Trust or at the office of the Trust's administrator, transfer agent or
registrar, as determined by resolution of the Board, a share register or a
duplicate share register showing the names of all shareholders and their
addresses, the number, series 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 Board required by these By-Laws or by applicable law to
be given and shall have such other powers and perform such other duties as may
be prescribed by the Board or by these By-Laws.
Section 10. TREASURER. The treasurer shall be the chief financial 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, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. 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 depositories as may be designated by the
Board. The treasurer shall disburse the funds of the Trust as may be ordered by
the Board, shall render to the president and trustees, whenever they request it,
an account of all of the treasurer's 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 Board or these By-Laws.
ARTICLE VI
RECORDS AND REPORTS
Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The Trust shall
keep at its principal executive office or at the office of its transfer agent or
registrar a record of its shareholders, providing the names and addresses of all
shareholders and the number, series and classes of shares held by each
shareholder.
Section 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The Trust shall keep at
its principal executive office or such other place as designated by the Board,
the original or a copy of these By-Laws as amended from time to time, which
shall be open to inspection by the shareholders at all reasonable times during
office hours.
Section 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The accounting
books and records and minutes of proceedings of the shareholders and the Board
and any committee or committees of the Board shall be kept at such place or
places designated by the Board or in the absence of such designation, at the
principal executive office of the Trust. The minutes 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. The minutes, accounting books and records
shall be open to inspection upon the written demand of any shareholder or holder
of a voting trust certificate at any reasonable time during usual business hours
for a purpose reasonably related to the holder's interests as a shareholder or
as the holder of a voting trust certificate. The inspection may be made in
person or by an agent or attorney and shall include the right to copy and make
extracts.
Section 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.
ARTICLE VII
DIVIDENDS
Section 1. DECLARATION OF DIVIDENDS. Dividends upon the shares of
beneficial interest of the Trust may, subject to the provisions of the
Declaration of Trust, if any, be declared by the Board at any regular or special
meeting, pursuant to applicable law. Dividends may be paid in cash, in property,
or in shares of the Trust.
Section 2. RESERVES. Before payment of any dividend, there may be set aside
out of any funds of the Trust available for dividends such sum or sums as the
Board may, from time to time, in its absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Trust, or for such other purpose as
the Board shall deem to be in the best interests of the Trust, and the Board may
abolish any such reserve in the manner in which it was created.
ARTICLE VIII
GENERAL MATTERS
Section 1. CHECKS, DRAFTS, EVIDENCES 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 by
such person or persons and in such manner as from time to time shall be
determined by the Board or as may be contracted to service providers.
Section 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board, except as
otherwise provided in these By-Laws, may authorize any officer or officers or
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 Board 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.
Section 3. CERTIFICATES FOR SHARES. No certificates for shares of
beneficial interest in any series shall be issued except as the Board of
Trustees may otherwise determine from time to time. Should the Board of Trustees
authorize the issuance of such certificates, a certificate or certificates for
shares of beneficial interest in any series of the Trust may be issued to a
shareholder upon the shareholder's request when such shares are fully paid. All
certificates shall be signed in the name of the Trust by the chairperson of the
Board or 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 and class 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 such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
Trust with the same effect as if such 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.
Section 4. LOST CERTIFICATES. Except as provided in Section 3 or 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 cancelled at the
same time. The Board may, in case 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 Board 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.
Section 5. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST. The
chairperson of the Board, the president or any vice president or any other
person authorized by resolution of the Board 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, trust, or other entity,
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.
Section 6. TRANSFER OF SHARES. Shares of the Trust shall be transferable
only on the record books of the Trust by the person in whose name such shares
are registered, or by his or her duly authorized attorney or representative. In
all cases of transfer by an attorney-in-fact, the original power of attorney, or
an official copy thereof duly certified, shall be deposited and remain with the
Trust, its transfer agent or other duly authorized agent. In case of transfers
by executors, administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be presented to the Trust,
transfer agent or other duly authorized agent, and may be required to be
deposited and remain with the Trust, its transfer agent or other duly authorized
agent. No transfer shall be made unless and until the certificate issued to the
transferor, if any, shall be delivered to the Trust, its transfer agent or other
duly authorized agent, properly endorsed.
Section 7. HOLDERS OF RECORD. The Trust shall be entitled to treat the
holder of record of any share or shares of the Trust as the owner thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
the Trust shall have express or other notice thereof.
Section 8. FISCAL YEAR. The fiscal year of the Trust or any series thereof
shall be established, re-established or changed from time to time by resolution
of the Board. The fiscal year of the Trust shall be the taxable year of each
series of the Trust.
ARTICLE IX
AMENDMENTS
Section 1. AMENDMENT. These By-Laws may be restated and/or amended at any
time, without the approval of the shareholders, by an instrument in writing
signed by, or a resolution of, a majority of the then Board.
