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Exhibit No. 2
PAINEWEBBER PACE SELECT ADVISORS TRUST
AMENDED AND RESTATED BY-LAWS
September 13, 2000
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TABLE OF CONTENTS
Page
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ARTICLE I PRINCIPAL OFFICE, REGISTERED OFFICE, AND SEAL........................1
Section 1. Principal Office..........................................1
Section 2. Seal......................................................1
ARTICLE II MEETINGS OF TRUSTEES................................................1
Section 1. Action by Trustees........................................1
Section 2. Retirement of Trustees....................................1
Section 3. Compensation of Trustees..................................1
ARTICLE III COMMITTEES.........................................................2
Section 1. Establishment.............................................2
Section 2. Proceedings; Quorum; Action...............................2
Section 3. Compensation of Committee Members.........................2
ARTICLE IV OFFICERS............................................................2
Section 1. General...................................................2
Section 2. Election, Tenure and Qualifications of Officers...........2
Section 3. Vacancies and Newly Created Offices.......................2
Section 4. Removal and Resignation...................................2
Section 5. Chairman..................................................3
Section 6. President.................................................3
Section 7. Vice President(s).........................................3
Section 8. Treasurer and Assistant Treasurer(s)......................3
Section 9. Secretary and Assistant Secretaries.......................4
Section 10. Compensation of Officers.................................4
Section 11. Surety Bond..............................................4
ARTICLE V MEETINGS OF SHAREHOLDERS.............................................4
Section 1. No Annual Meetings........................................4
Section 2. Special Meetings..........................................4
Section 3. Notice of Meetings; Waiver................................5
Section 4. Adjourned Meetings........................................5
Section 5. Validity of Proxies.......................................5
Section 6. Record Date...............................................6
Section 7. Action Without a Meeting..................................6
ARTICLE VI SHARES OF BENEFICIAL INTEREST.......................................6
Section 1. No Share Certificates.....................................6
Section 2. Transfer of Shares........................................6
ARTICLE VII CUSTODY OF SECURITIES..............................................6
Section 1. Employment of a Custodian.................................6
Section 2. Termination of Custodian Agreement........................7
Section 3. Other Arrangements........................................7
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ARTICLE VIII FISCAL YEAR AND ACCOUNTANT........................................7
Section 1. Fiscal Year...............................................7
Section 2. Accountant................................................7
ARTICLE IX AMENDMENTS..........................................................7
Section 1. General...................................................7
Section 2. By Shareholders Only......................................7
ARTICLE X NET ASSET VALUE......................................................7
ARTICLE XI MISCELLANEOUS.......................................................8
Section 1. Inspection of Books.......................................8
Section 2. Severability..............................................8
Section 3. Headings..................................................8
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BY-LAWS
OF
PAINEWEBBER PACE SELECT ADVISORS TRUST
These By-laws of PaineWebber PACE Select Advisors Trust (the "Trust"), a
Delaware business trust, are subject to the Trust Instrument of the Trust dated
as of September 9, 1994, as amended and restated as of September 13, 2000, and
as from time to time further amended, supplemented or restated (the "Trust
Instrument"). Capitalized terms used herein have the same meanings as in the
Trust Instrument.
ARTICLE I
PRINCIPAL OFFICE, REGISTERED OFFICE, AND SEAL
SECTION 1. PRINCIPAL OFFICE. The principal office of the Trust shall be located
in New York, New York, or such other location as the Trustees determine. The
Trust may establish and maintain other offices and places of business as the
Trustees determine.
SECTION 2. SEAL. The Trustees may adopt a seal for the Trust in such form and
with such inscription as the Trustees determine. Any Trustee or officer of the
Trust shall have authority to affix the seal to any document.
ARTICLE II
MEETINGS OF TRUSTEES
SECTION 1. ACTION BY TRUSTEES. Trustees may take actions at meetings held at
such places and times as the Trustees may determine, or without meetings, all as
provided in Article II, Section 7, of the Trust Instrument.
SECTION 2. RETIREMENT OF TRUSTEES. Each Trustee who has attained the age of
seventy-two (72) years as of December 31 of any year shall retire from service
as a Trustee on such date unless that retirement would cause the Trust to be
required to call a meeting of Shareholders to fill the resulting vacancy on the
Board of Trustees; provided, however, that this requirement may be waived on an
annual basis for individual Trustees by resolution of the Board of Trustees.
Such waiver may include a period ending at the close of business on December 31
of the following year. Notwithstanding anything in this Section, a Trustee may
retire at any time as provided for in the Trust Instrument.
SECTION 3. COMPENSATION OF TRUSTEES. Each Trustee who is neither an employee of
an investment adviser of the Trust or any Series nor an employee of an entity
affiliated with the investment adviser may receive such compensation from the
Trust for services as the Trustees may determine. Each Trustee may receive such
reimbursement for expenses as the Trustees may determine.
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ARTICLE III
COMMITTEES
SECTION 1. ESTABLISHMENT. The Trustees may designate one or more committees of
the Trustees, which may include an Executive Committee, a Nominating Committee,
and an Audit Committee. The Trustees shall determine the number of members of
each committee and its powers and shall appoint its members and its chair. The
Trustees may designate one or more Trustees as alternate members of any
committee, who may replace any absent or recused member at any meeting of such
committee. Each committee member shall serve at the pleasure of the Trustees.
The Trustees may abolish any committee at any time. Each committee shall
maintain records of its meetings and report its actions to the Trustees when
required. The Trustees may rescind any action of any committee, but such
rescission shall not have retroactive effect. The Trustees may delegate to any
committee any of its powers, subject to the limitations of applicable law.
SECTION 2. PROCEEDINGS; QUORUM; ACTION. Each committee may adopt such rules
governing its proceedings, quorum and manner of acting as it shall deem proper
and desirable. In the absence of such rules, a majority of any committee shall
constitute a quorum, and a committee shall act by the vote of a majority of a
quorum.
SECTION 3. COMPENSATION OF COMMITTEE MEMBERS. Each committee member who is not
an "interested person" of the Trust, as defined in the 1940 Act ("Disinterested
Trustees") may receive such compensation from the Trust for services as the
Trustees may determine. Each Trustee may receive such reimbursement for expenses
as the Trustees may determine.
ARTICLE IV
OFFICERS
SECTION 1. GENERAL. The officers of the Trust shall be a Chairman, a President,
one or more Vice Presidents, a Treasurer, and a Secretary, and may include one
or more Assistant Treasurers or Assistant Secretaries and such other officers
("Other Officers") as the Trustees may determine.
SECTION 2. ELECTION, TENURE AND QUALIFICATIONS OF OFFICERS. The Trustees shall
elect the officers of the Trust. Each officer elected by the Trustees shall hold
office until his or her successor shall have been elected and qualified or until
his or her earlier death, inability to serve, or resignation. Any person may
hold one or more offices, except that the Chairman and the Secretary may not be
the same individual. A person who holds more than one office in the Trust may
not act in more than one capacity to execute, acknowledge, or verify an
instrument required by law to be executed, acknowledged, or verified by more
than one officer of the Trust. No officer other than the Chairman need be a
Trustee or Shareholder.
SECTION 3. VACANCIES AND NEWLY CREATED OFFICES. Whenever a vacancy shall occur
in any office or if any new office is created, the Trustees may fill such
vacancy or new office.
SECTION 4. REMOVAL AND RESIGNATION. Officers serve at the pleasure of the
Trustees and may be removed at any time with or without cause. The Trustees may
delegate this power to the Chairman or President with respect to any Other
Officer. Such removal shall be without prejudice to the contract rights, if any,
of the person so removed. Any officer may resign from
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office at any time by delivering a written resignation to the Trustees,
Chairman, or the President. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
SECTION 5. CHAIRMAN. The Chairman shall preside at meetings of the Trustees if
the Chairman is present. The Chairman shall have such other powers and perform
such other duties as the Trustees may assign to the Chairman.
SECTION 6. PRESIDENT. The President shall be the chief executive officer of the
Trust. The President shall preside at any Shareholders' meetings. Subject to the
direction of the Trustees, the President shall have general charge, supervision
and control over the Trust's business affairs and shall be responsible for the
management thereof and the execution of policies established by the Trustees.
Except as the Trustees may otherwise order, the President shall have the power
to grant, issue, execute or sign powers of attorney, proxies, agreements or
other documents. The President also shall have the power to employ attorneys,
accountants and other advisers and agents for the Trust, except as otherwise
required by the 1940 Act. At the request or in the absence or disability of the
Chairman, the President shall perform all the duties of the Chairman and, when
so acting, shall have all the powers of the Chairman.
SECTION 7. VICE PRESIDENT(S). The Vice President(s) shall have such powers and
perform such duties as the Trustees or the Chairman may determine. At the
request or in the absence or disability of the President, the Vice President
(or, if there are two or more Vice Presidents, then the senior of the Vice
Presidents present and able to act) shall perform all the duties of the
President and, when so acting, shall have all the powers of the President. The
Trustees may designate a Vice President as the principal financial officer of
the Trust or to serve one or more other functions. If a Vice President is
designated as principal financial officer of the Trust, he or she shall have
general charge of the finances and books of the Trust and shall report to the
Trustees annually regarding the financial condition of each Series as soon as
possible after the close of such Series' fiscal year. The Trustees also may
designate one of the Vice Presidents as Executive Vice President.
SECTION 8. TREASURER AND ASSISTANT TREASURER(S). The Treasurer may be designated
as the principal financial officer or as the principal accounting officer of the
Trust. If designated as principal financial officer, the Treasurer shall have
general charge of the finances and books of the Trust, and shall report to the
Trustees annually regarding the financial condition of each Series as soon as
possible after the close of such Series' fiscal year. The Treasurer shall be
responsible for the delivery of all funds and securities of the Trust to such
company as the Trustees shall retain as Custodian. The Treasurer shall furnish
such reports concerning the financial condition of the Trust as the Trustees may
request. The Treasurer shall perform all acts incidental to the office of
Treasurer, subject to the Trustees' supervision, and shall perform such
additional duties as the Trustees may designate.
Any Assistant Treasurer may perform such duties of the Treasurer as the
Trustees or the Treasurer may assign, and, in the absence of the Treasurer, may
perform all the duties of the Treasurer.
SECTION 9. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall record all
votes and proceedings of the meetings of the Trustees and Shareholders in books
to be kept for that
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purpose. The Secretary shall be responsible for giving and serving notices of
the Trust. The Secretary shall have custody of any seal of the Trust and
shall be responsible for the records of the Trust, including the Share
register and such other books and documents as may be required by the
Trustees or by law. The Secretary shall perform all acts incidental to the
office of Secretary, subject to the supervision of the Trustees, and shall
perform such additional duties as the Trustees may designate.
Any Assistant Secretary may perform such duties of the Secretary as the
Trustees or the Secretary may assign, and, in the absence of the Secretary, may
perform all the duties of the Secretary.
SECTION 10. COMPENSATION OF OFFICERS. Each officer may receive such compensation
from the Trust for services and reimbursement for expenses as the Trustees may
determine.
SECTION 11. SURETY BOND. The Trustees may require any officer or agent of the
Trust to execute a bond (including, without limitation, any bond required by 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 his or her
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 his or her hands.
ARTICLE V
MEETINGS OF SHAREHOLDERS
SECTION 1. NO ANNUAL MEETINGS. There shall be no annual Shareholders' meetings,
unless required by law.
SECTION 2. SPECIAL MEETINGS. The Secretary shall call a special meeting of
Shareholders of any Series or Class whenever ordered by the Trustees.
The Secretary also shall call a special meeting of Shareholders of any
Series or Class upon the written request of Shareholders owning at least ten
percent of the Outstanding Shares of such Series or Class entitled to vote at
such meeting; provided, that (1) such request shall state the purposes of such
meeting and the matters proposed to be acted on, and (2) the Shareholders
requesting such meeting shall have paid to the Trust the reasonably estimated
cost of preparing and mailing the notice thereof, which the Secretary shall
determine and specify to such Shareholders. If the Secretary fails for more than
thirty days to call a special meeting when required to do so, the Trustees or
the Shareholders requesting such a meeting may, in the name of the Secretary,
call the meeting by giving the required notice. The Secretary shall not call a
special meeting upon the request of Shareholders of any Series or Class to
consider any matter that is substantially the same as a matter voted upon at any
special meeting of Shareholders of such Series or Class held during the
preceding twelve months, unless requested by the holders of a majority of the
Outstanding Shares of such Series or Class entitled to be voted at such meeting.
A special meeting of Shareholders of any Series or Class shall be held at
such time and place as is determined by the Trustees and stated in the notice of
that meeting.
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SECTION 3. NOTICE OF MEETINGS; WAIVER. The Secretary shall call a special
meeting of Shareholders by giving notice of the place, date, time, and purposes
of that meeting at least fifteen days before the date of such meeting. The
Secretary may deliver by telephone, overnight courier, facsimile, telex,
telecopier, electronic-mail or other electronic mechanism or mail, postage
prepaid, the notice of any meeting to each Shareholder entitled to vote at such
meeting. If mailed, notice shall be deemed to be given when deposited in the
United States mail directed to the Shareholder at his or her address as it
appears on the records of the Trust.
SECTION 4. ADJOURNED MEETINGS. A Shareholders' meeting may be adjourned one or
more times for any reason, including the failure of a quorum to attend the
meeting. No notice of adjournment of a meeting to another time or place need be
given to Shareholders if such time and place are announced at the meeting at
which the adjournment is taken or reasonable notice is given to persons present
at the meeting, and if the adjourned meeting is held within a reasonable time
after the date set for the original meeting. Determination of reasonable notice
and a reasonable time for purposes of the foregoing sentence is to be made by
the officers of the Trust. Any business that might have been transacted at the
original meeting may be transacted at any adjourned meeting. If after the
adjournment a new record date is fixed for the adjourned meeting, the Secretary
shall give notice of the adjourned meeting to Shareholders of record entitled to
vote at such meeting. Any irregularities in the notice of any meeting or the
nonreceipt of any such notice by any of the Shareholders shall not invalidate
any action otherwise properly taken at any such meeting.
SECTION 5. VALIDITY OF PROXIES. Subject to the provisions of the Trust
Instrument, Shareholders entitled to vote may vote either in person or by proxy;
provided, that either (1) the Shareholder or his or her duly authorized attorney
has signed and dated a written instrument authorizing such proxy to act, or (2)
the Trustees adopt by resolution an electronic, telephonic, computerized,
facsimile, telecommunications, telex or oral communication or other alternative
to execution of a written instrument authorizing the proxy to act, but if a
proposal by anyone other than the officers or Trustees is submitted to a vote of
the Shareholders of any Series or Class, or if there is a proxy contest or proxy
solicitation or proposal in opposition to any proposal by the officers or
Trustees, Shares may be voted only in person or by written proxy. Unless the
proxy provides otherwise, it shall not be valid for more than eleven months
before the date of the meeting. All proxies shall be delivered to the Secretary
or other person responsible for recording the proceedings before being voted. A
proxy with respect to Shares held in the name of two or more persons shall be
valid if executed by one of them unless at or prior to exercise of such proxy
the Trust receives a specific written notice to the contrary from any one of
them. Unless otherwise specifically limited by their terms, proxies shall
entitle the Shareholder to vote at any adjournment of a Shareholders' meeting. 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. At every meeting of Shareholders,
unless the voting is conducted by inspectors, the chairman of the meeting shall
decide all questions concerning the qualifications of voters, the validity of
proxies, and the acceptance or rejection of votes. Subject to the provisions of
the Delaware Business Trust Act, the Trust Instrument, or these By-laws, the
General Corporation Law of the State of Delaware relating to proxies, and
judicial interpretations thereunder shall govern all matters concerning the
giving, voting or validity of proxies, as if the Trust were a Delaware
corporation and the Shareholders were shareholders of a Delaware corporation.
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SECTION 6. RECORD DATE. The Trustees may fix in advance a date up to ninety days
before the date of any Shareholders' meeting as a record date for the
determination of the Shareholders entitled to notice of, and to vote at, any
such meeting. The Shareholders of record entitled to vote at a Shareholders'
meeting shall be deemed the Shareholders of record at any meeting reconvened
after one or more adjournments, unless the Trustees have fixed a new record
date. If the Shareholders' meeting is adjourned for more than sixty days after
the original date, the Trustees shall establish a new record date.
SECTION 7. ACTION WITHOUT A MEETING. Shareholders may take any action without a
meeting if a majority (or such greater amount as may be required by law) of the
Outstanding Shares entitled to vote on the matter consent to the action in
writing and such written consents are filed with the records of Shareholders'
meetings. Such written consent shall be treated for all purposes as a vote at a
meeting of the Shareholders.
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
SECTION 1. NO SHARE CERTIFICATES. Neither the Trust nor any Series or Class
shall issue certificates certifying the ownership of Shares, unless the Trustees
may otherwise specifically authorize such certificates.
SECTION 2. TRANSFER OF SHARES. Shares shall be transferable only by a transfer
recorded on the books of the Trust by the Shareholder of record in person or by
his or her duly authorized attorney or legal representative. Shares may be
freely transferred and the Trustees may, from time to time, adopt rules and
regulations regarding the method of transfer of such Shares.
ARTICLE VII
CUSTODY OF SECURITIES
SECTION 1. EMPLOYMENT OF A CUSTODIAN. The Trust shall at all times place and
maintain all cash, securities and other assets of the Trust and of each Series
in the custody of a custodian meeting the requirements set forth in Article VII,
Section 4 of the Trust Instrument ("Custodian"). The Custodian shall be
appointed from time to time by the Board of Trustees, who shall determine its
remuneration.
SECTION 2. TERMINATION OF CUSTODIAN AGREEMENT. Upon termination of any Custodian
Agreement or the inability of the Custodian to continue to serve as custodian,
in either case with respect to the Trust or any Series, the Board of Trustees
shall (a) use its best efforts to obtain a successor Custodian; and (b) require
that the cash, securities and other assets owned by the Trust or any Series be
delivered directly to the successor Custodian.
SECTION 3. OTHER ARRANGEMENTS. The Trust may make such other arrangements for
the custody of its assets (including deposit arrangements) as may be required by
any applicable law, rule or regulation.
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ARTICLE VIII
FISCAL YEAR AND ACCOUNTANT
SECTION 1. FISCAL YEAR. The fiscal year of the Trust or a Series of the Trust
shall end on July 31, or such other date as the Trustees may determine by
resolution.
SECTION 2. ACCOUNTANT. The Trust shall employ independent certified public
accountants as its Accountant to examine the accounts of the Trust and to sign
and certify financial statements filed by the Trust. The Accountant's
certificates and reports shall be addressed both to the Trustees and to the
Shareholders. A majority of the Disinterested Trustees shall select the
Accountant, acting upon the recommendation of the Audit Committee. The
employment of the Accountant shall be conditioned upon the right of the Trust to
terminate such employment without any penalty by vote of a Majority Shareholder
Vote at any Shareholders' meeting called for that purpose.
ARTICLE IX
AMENDMENTS
SECTION 1. GENERAL. Except as provided in Section 2 of this Article, these
By-laws may be amended by the Trustees, or by the affirmative vote of a majority
of the Outstanding Shares entitled to vote at any meeting.
SECTION 2. BY SHAREHOLDERS ONLY. After the issue of any Shares, this Article may
only be amended by the affirmative vote of the holders of the lesser of (a) at
least two-thirds of the Outstanding Shares present and entitled to vote at any
meeting, or (b) at least fifty percent of the Outstanding Shares.
ARTICLE X
NET ASSET VALUE
The term "Net Asset Value" of any Series shall mean that amount by which
the assets belonging to that Series exceed its liabilities, all as determined by
or under the direction of the Trustees. Net Asset Value per Share shall be
determined separately for each Series and each Class and shall be determined on
such days and at such times as the Trustees may determine. The Trustees shall
make such determination with respect to securities for which market quotations
are readily available, at the market value of such securities, and with respect
to other securities and assets, at the fair value as determined in good faith by
the Trustees; provided, however, that the Trustees, without Shareholder
approval, may alter the method of appraising portfolio securities insofar as
permitted under the 1940 Act and the rules, regulations and interpretations
thereof promulgated or issued by the SEC or insofar as permitted by any order of
the SEC applicable to the Series or to the Class. The Trustees may delegate any
of their powers and duties under this Article X with respect to appraisal of
assets and liabilities. At any time the Trustees may cause the Net Asset Value
per Share last determined to be determined again in a similar manner and may fix
the time when such redetermined values shall become effective.
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ARTICLE XI
MISCELLANEOUS
SECTION 1. INSPECTION OF BOOKS. The Board of Trustees shall from time to time
determine whether and to what extent, and at what times and places, and under
what conditions the accounts and books of the Trust or any Series or Class shall
be open to the inspection of Shareholders. 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 Board of Trustees or by resolution of Shareholders.
SECTION 2. SEVERABILITY. The provisions of these By-laws are severable. If the
Board of Trustees determine, with the advice of counsel, that any provision
hereof conflicts with the 1940 Act, the regulated investment company provisions
of the Internal Revenue Code or with other applicable laws and regulations, the
conflicting provision shall be deemed never to have constituted a part of these
By-laws; provided, however, that such determination shall not affect any of the
remaining provisions of these By-laws or render invalid or improper any action
taken or omitted prior to such determination. If any provision hereof shall be
held invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision only in such jurisdiction
and shall not affect any other provision of these By-laws.
SECTION 3. 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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