Exhibit 99.(b)
BY-LAWS
OF
XXXXXX CORE INVESTMENT FUND
As amended November 16, 2004
ARTICLE I
Agreement and Declaration of
Trust
Section 1. Agreement and Declaration of Trust. These By-Laws shall be
subject to the Agreement and Declaration of Trust, as from time to time
amended, supplemented or restated (the “Declaration of Trust”) of Prudential
Core Investment Fund (the “Trust”).
Section 2. Definitions. Unless otherwise defined herein, the terms used
herein have the respective meanings given them in the Declaration of Trust.
ARTICLE II
Offices
Section 1. Principal Office.
The principal office of the Trust shall be located in the City of Newark, State
of New Jersey, or such other location as the Trustees may from time to time
determine. Section 2. Registered Office and
Other Offices. The registered office of the Trust shall be located in
the City of Wilmington, State of Delaware or such other location within the
State of Delaware as the Trustees may from time to time determine. The Trust
may establish and maintain such other offices and places of business as the
Trustees may from time to time determine.
ARTICLE III
Shareholders
Section 1. Meetings. Meetings of the Shareholders shall be held at the
principal executive offices of the Trust or at such other place within the
United States of America as the Trustees shall designate. Meetings of the
Shareholders shall be called by the Secretary whenever (i) ordered by the
Trustees or (ii) for the purpose of voting on the removal of any Trustee,
requested in writing by Shareholders holding at least ten percent (10%) of the
outstanding Shares entitled to vote. If the Secretary, when so ordered or
requested, refuses or neglects for more than 10 days to call such meetings, the
Trustees or the Shareholders
so
requesting, may, in the name of the Secretary, call the meeting by giving
notice thereof in the manner required when notice is given by the Secretary.
Section 2. Notice of Meetings. Except as otherwise herein provided,
notice of all meetings of the Shareholders, stating the time, place and
purposes of the meeting, shall be given by the Secretary by delivering or
mailing, postage prepaid, to each Shareholder entitled to vote at said meeting
at his or her address as recorded on the register of the Trust at least ten (10) days
and not more than ninety (90) days before the meeting. Only the business stated
in the notice of the meeting shall be considered at such meeting. Notice of
adjournment of a Shareholders’ meeting to another time or place need not be
given, if such time and place are announced at the meeting and the adjourned
meeting is held within a reasonable time after the date set for the original
meeting. No notice need be given to any Shareholder who shall have failed to
inform the Trust of his or her current address or if a written waiver of
notice, executed before or after the meeting by the Shareholder or his or her
attorney thereunto authorized, is filed with the records of the meeting.
Section 3. Record Date for Meetings. For the purpose of determining the
Shareholders who are entitled to notice of and to vote at any meeting, the
Trustees may from time to time close the transfer books for such period, not
exceeding thirty (30) days, as the Trustees may determine; or without closing
the transfer books the Trustees may fix a date not more than ninety (90) days
prior to the date of any meeting of Shareholders as a record date for the
determination of the persons to be treated as Shareholders of record for such
purpose.
Section 4. Proxies. At any meeting of Shareholders, any holder of
Shares entitled to vote thereat may vote either in person or by written proxy
signed by the Shareholder, provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Secretary, or with such other
officer or agent of the Trust as the Secretary may direct, for verification
prior to the time at which such vote shall be taken; provided, however, that
notwithstanding any other provision of this Section 4 to the contrary, the
Trustees may at any time adopt one or more electronic, telecommunication,
telephonic, computerized or other alternatives to execution of a written
instrument that will enable holders of Shares entitled to vote at any meeting
to appoint a proxy to vote such holders’ Shares at such meeting. Proxies may be
solicited in the name of one or more Trustees or one or more of the officers of
the Trust. Only Shareholders of record shall
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be
entitled to vote. When any Share is held jointly by several persons, any one of
them may vote at any meeting in person or by proxy in respect of such Share,
but if more than one of them shall be present at such meeting in person or by
proxy, and such joint owners or their proxies so present disagree as to any
vote to be cast, such vote shall not be received in respect of such Share. 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. If the
holder of any such Share is a minor or a person of unsound mind, and subject to
guardianship or the legal control of any other person as regards the charge or
management of such Share, he or she may vote by his or her guardian or such
other person appointed or having such control, and such vote may be given in
person or by proxy. At all meetings of the Shareholders, unless the voting is
conducted by inspectors, all questions relating to the qualifications of
voters, the validity of proxies, and the acceptance or rejection of votes shall
be decided by the chairman of the meeting. Except as otherwise provided herein
or in the Declaration of Trust, all matters relating to the giving, voting or
validity of proxies shall be governed by the General Corporation Law of the
State of Delaware relating to proxies, and judicial interpretations thereunder,
as if the Trust were a Delaware corporation and the Shareholders were
shareholders of a Delaware corporation.
Section 5. Inspection of Books. The Trustees shall from time to time
determine whether and to what extent, and at what times and places, and under
what conditions and regulations the accounts and books of the Trust or any of
them shall be open to the inspection of the Shareholders; and no Shareholder
shall have any right to inspect any account or book or document of the Trust
except as conferred by law or otherwise by the Trustees or by resolution of the
Shareholders.
Section 6. Action without Meeting. Any action that may be taken at any
meeting of 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 the
holders of outstanding Shares 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 Shares entitled to vote on that action were present and voted. All such
consents shall be filed with the records of Shareholder meetings. Such consents
shall be treated for all purposes as a vote taken at a meeting of Shareholders.
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Section 7. Application of this Article. Meetings of Shareholders shall
consist of Shareholders of any Series (or Class thereof) or of all
Shareholders, as determined pursuant to the Declaration of Trust, and this Article shall
be construed accordingly.
ARTICLE IV
Trustees
Section 1. Meetings of the Trustees. The Trustees may in their
discretion provide for regular or stated meetings of the Trustees. Notice of
regular or stated meetings need not be given. Meetings of the Trustees other
than regular or stated meetings shall be held whenever called by the Chairman,
the President, or by any two of the Trustees, at the time being in office. Notice
of the time and place of each meeting other than regular or stated meetings
shall be given by the Secretary or an Assistant Secretary or by the officer or
Trustees calling the meeting and shall be delivered or mailed, postage prepaid,
to each Trustee at least two days before the meeting, or shall be telegraphed,
cabled, or wired to each Trustee at his or her business address, or personally
delivered to him or her, at least one day before the meeting. Such notice may,
however, be waived by any Trustees. Notice of a meeting need not be given to
any Trustee if a written waiver of notice, executed by him or her before or
after the meeting, is filed with the records of the meeting, or to any Trustee
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him or her. A notice or waiver of notice need not specify
the purpose of any meeting. The Trustees may meet by means of a telephone
conference circuit or similar communications equipment by means of which all persons
participating in the meeting are connected, which meeting shall be deemed to
have been held at a place designated by the Trustees at the meeting.
Participation in a telephone conference meeting shall constitute presence in
person at such meeting. Any action required or permitted to be taken at any
meeting of the Trustees may be taken by the Trustees without a meeting if a
majority of the Trustees then in office (or such higher number of Trustees as
would be required to act on the matter under the Declaration of Trust, these
By-Laws or applicable law if a meeting were held) consent to the action in
writing and the written consents are filed with the records of the Trustees’
meetings. Such consents shall be treated for all purposes as a vote taken at a
meeting of the Trustees. Notwithstanding the foregoing, all actions of the
Trustees shall be taken in compliance with the provisions of the Investment
Company Act of 1940, as amended.
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Section 2. Quorum and Manner of Acting. A majority of the Trustees then
in office shall constitute a quorum for the transaction of business. If at any
meeting of the Trustees there shall be less than a quorum present, a majority
of those present may adjourn the meeting from time to time until a quorum shall
be obtained. Notice of an adjourned meeting need not be given. The act of the
majority of the Trustees present at any meeting at which there is a quorum
shall be the act of the Trustees, except as may be otherwise specifically
provided by law or by the Declaration of Trust or by these By-Laws.
Section 3. Chair. The Trustees may elect a Trustee as Chair of
the Trustees. The Chair, if one is
elected shall preside at all meetings of the Trustees and of the stockholders
at which he or she is present. The Chair
shall perform such duties and have such powers as are assigned by the
Trustees. The Chair shall not be an
officer of the Trust for any purposes.
The Chair shall not be an “interested” person of the Trust or an adviser
to the Trust as defined in the Investment Company Act of 1940. The Chair shall have no greater liability as
a result of serving as Chair and will have no greater responsibility for
overseeing the affairs of the Trust than that of other Trustees other than with
respect to specific responsibilities of the chair as set forth in these Bylaws
or as assigned by the Trustees.
ARTICLE V
Committees
Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three (3) Trustees to hold office
at the pleasure of the Trustees, which shall have the power to conduct the
current and ordinary business of the Trust while the Trustees are not in session,
including the purchase and sale of securities and the designation of securities
to be delivered upon redemption of Shares of the Trust, and such other powers
of the Trustees as the Trustees may, from time to time, delegate to them except
those powers by law, the Declaration of Trust or these By-laws they are
prohibited from delegating. The Trustees may also elect from their own number
or otherwise other Committees from time to time, the number composing such
Committees, the powers conferred upon the same (subject to the same limitations
as with respect to the Executive Committee), the terms of membership on such
Committees and the termination or circumstances giving rise to the termination
of such Committees to be determined by the Trustees. The Trustees may
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designate
a chairman of any such Committee. In the absence of such designation the
Committee may elect its own chairman.
Section 2. Meetings, Quorum and Manner of Acting. The Trustees may (1) provide
for stated meetings of any Committees, (2) specify the manner of calling
and notice required for special meeting of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the
numbers of members of a Committee required to exercise specified powers
delegated to such Committee, (4) authorize the making of decisions to
exercise specified powers by written assent of the requisite number of members
of a Committee without a meeting, and (5) authorize the members of a Committee
to meet by means of a telephone conference circuit. Each Committee shall keep
regular minutes of its meetings and records of decisions taken without a
meeting and cause them to be recorded in a book designated for that purpose and
kept at the principal executive offices of the Trust.
ARTICLE VI
Officers
Section 1. General Provisions. The officers of the Trust shall be a
President, a Treasurer and a Secretary, who shall be elected by the
Trustees. The Trustees may elect or
appoint such other officers or agents as the business of the Trust may require,
including one or more Vice Presidents, one or more Assistant Secretaries, and
one or more Assistant Treasurers. The Trustees may delegate to any officer or
Committee the power to appoint any subordinate officers or agents.
Section 2. Term of Office and Qualifications. Except
as otherwise provided by law, the Declaration of Trust or these By-Laws, the
President, the Treasurer and the Secretary, and all other officers shall hold
office at the pleasure of the Trustees. The Secretary and Treasurer may
be the same person. A Vice President and
the Treasurer or a Vice President and the Secretary may be the same person, but
the offices of Vice President, Secretary and Treasurer shall not be held by the
same person. The President shall hold no other office, but may be a Trustee of
the Trust. Except as above provided, any two 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. Any other officer may be but none need be a Trustee or
Shareholder.
Section 3. Removal. The Trustees, at any regular or special meeting of
the Trustees, may remove any officer with or without cause, by a vote of a
majority of the Trustees then in office. Any officer or agent
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appointed
by an officer or committee may be removed with or without cause by such
appointing officer or committee.
Section 4. Powers and Duties of the President. The President shall be
the principal executive officer of the Trust. He or she may call meetings of
the Trustees and of any Committee thereof when he or she deems it necessary
and, in the absence of the Chairman, shall preside at all meetings of the
Shareholders and the Trustees. Subject to the control of the Trustees, the
Chairman and any Committees of the Trustees, within their respective spheres,
as provided by the Trustees, the President shall at all times exercise a
general supervision and direction over the affairs of the Trust. The President
shall have the power to employ attorneys, accountants and other advisers and
agents for the Trust and to employ such subordinate officers, agents, clerks
and employees as he or she may find necessary to transact the business of the
Trust. He or she shall also have the power to grant, issue, execute or sign
such powers of attorney, proxies or other documents as may be deemed advisable
or necessary in furtherance of the interests of the Trust. The President shall
have such other powers and duties as from time to time may be conferred upon or
assigned to him or her by the Trustees.
Section 5. Powers and Duties of the Vice President. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him or her from time to time by the Trustees or the
President.
Section 6. Powers and Duties of the Treasurer. The Treasurer shall be
the principal financial and accounting officer of the Trust. The Treasurer
shall deliver all funds of the Trust which may come into his or her hands to
such Custodian as the Trustees may employ pursuant to Article X of these
By-Laws. He or she shall render a statement of condition of the finances of the
Trust to the Trustee as often as they shall require the same and he or she
shall in general perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him or her by the
Trustees. The Treasurer shall give a bond for the faithful discharge of his or
her duties, if required so to do by the Trustees, in such sum and with such
surety or sureties as the Trustees shall require.
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Section 7. Powers and Duties of the Secretary. The Secretary shall keep
the minutes of all meetings of the Trustees and of the Shareholders in proper
books provided for that purpose; he or she shall have custody of the seal of
the Trust; he or she shall have charge of the Share transfer books, lists and
records unless the same are in the charge of the Transfer Agent. The Secretary
shall attend to the giving and serving of all notices by the Trust in
accordance with the provisions of these By-laws and as required by law; and
subject to these By-Laws, he or she shall in general perform all duties
incident to the office of the Secretary and such other duties as from time to
time may be assigned to him or her by the Trustees.
Section 8. Powers and Duties of Assistant Treasurers. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. Each Assistant Treasurer shall perform such other duties as from
time to time may be assigned to him or her by the Trustees. Each Assistant
Treasurer shall give a bond for the faithful discharge of his or her duties, if
required so to do by the Trustees, in such sum and with such surety or sureties
as the Trustees shall require.
Section 9. Powers and Duties of Assistant Secretaries. In the absence
or disability of the Secretary, any Assistant Secretary designated by the
Trustees shall perform all the duties, and may exercise any of the powers, of
the Secretary. Each Assistant Secretary shall perform such other duties as from
time to time may be assigned to him or her by the Trustees.
Section 10. Compensation of Officers and Trustees. Subject to any
applicable provisions of the Declaration of Trust, the compensation of the
officers and Trustees shall be fixed from time to time by the Trustees or, in
the case of officers, by any Committee or officer upon whom such power may be
conferred by the Trustees. No officer shall be prevented from receiving such
compensation as such officer by reason of the fact that he or she is also a
Trustee.
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ARTICLE VII
Fiscal Year
The
fiscal year of the Trust shall end on such date as the Trustees shall from time
to time determine.
ARTICLE VIII
Seal
The
Trustees may adopt a seal which shall be in such form and shall have such
inscription thereon as the Trustees may from time to time prescribe.
ARTICLE IX
Waivers of Notice
Whenever
any notice whatever is required to be given by law, the Declaration of Trust or
these By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto. A notice shall be deemed to have been telegraphed,
cabled or wired for the purposes of these By-Laws when it has been delivered to
a representative of any telegraph, cable or wire company with instructions that
it be telegraphed, cabled or wired.
ARTICLE X
Custody of Securities
Section 1. Employment of a Custodian. The Trust shall place and at all
times maintain in the custody of a Custodian (including any sub-custodian for
the Custodian) all funds, securities and similar investments included in the
Trust Property. The Custodian (and any sub-custodian) shall be a bank having
not less than $20,000,000 aggregate capital, surplus and undivided profits and
shall be appointed from time to time by the Trustees, who shall fix its
remuneration.
Section 2. Action upon Termination of Custodian Agreement. Upon
termination of a Custodian Agreement or inability of the Custodian to continue
to serve, the Trustees shall promptly appoint a successor custodian, but in the
event that no successor custodian can be found who has the required
qualifications and is willing to serve, the Trustees shall call as promptly as
possible a special meeting of the
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Shareholders
to determine whether the Trust shall function without a custodian or shall be
liquidated. If so directed by a vote of
holders of the majority of the outstanding Shares entitled to vote, the
Custodian shall deliver and pay over all Trust Property held by it as specified
in such vote.
Section 3. Provisions of Custodian Contract. The following provisions
shall apply to the employment of a Custodian and to any contract entered into
with the Custodian so employed: The Trustees shall cause to be delivered to the
Custodian all securities included in the Trust Property or to which the Trust
may become entitled, and shall order the same to be delivered by the Custodian
only in completion of a sale, exchange, transfer, pledge, loan of portfolio
securities to another person, or other disposition thereof, all as the Trustees
may generally or from time to time require or approve or to a successor
Custodian; and the Trustees shall cause all funds included in the Trust Property
or to which it may become entitled to be paid to the Custodian, and shall order
the same disbursed only for investment against delivery of the securities
acquired (including securities acquired under a repurchase agreement), or the
return of cash held as collateral for loans of portfolio securities, or in
payment of expenses, including management compensation, and liabilities of the
Trust, including distributions to Shareholders, or to a successor
Custodian. Notwithstanding anything to
the contrary to these By-Laws, upon receipt of proper instructions, which may
be standing instructions, the Custodian may deliver funds in the following
cases: In connection with repurchase agreements, the Custodian shall transmit
prior to receipt on behalf of the Fund of any securities or other property,
funds from the Fund’s custodian account to a special custodian approved by the
Trustees of the Fund, which funds shall be used to pay for securities to be
purchased by the Fund subject to the Fund’s obligation to sell and the seller’s
obligation to repurchase such securities (in such case, the securities shall be
held in the custody of the special custodian);. in connection with the Trust’s
purchase or sale of financial futures contracts, the Custodian shall transmit,
prior to receipt on behalf of the Fund of any securities or other property,
funds from the Trust’s custodian account in order to furnish and to maintain
funds with brokers as margin to guarantee the performance of the Trust’s
futures obligations in accordance with the applicable requirements of
commodities exchanges and brokers.
Section 4. Central Certificate System. Subject to applicable rules,
regulations and orders adopted by the Commission, the Trustees may direct the
Custodian to deposit all or any part of the securities owned by the Trust in a
system for the central handling of securities established by a national
securities exchange
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or a national securities
association registered with the Commission under the Securities Exchange Act of
1934, or such other person as may be permitted by the Commission, or otherwise
in accordance with the 1940 Act, pursuant to which system all securities of any
particular class or series of any issuer deposited within the system are
treated as fungible and may be transferred or pledged by bookkeeping entry
without physical delivery of such securities, provided that all such deposits
shall be subject to withdrawal only upon the order of the Trust.
ARTICLE XI
Indemnification of Trustees, Officers,
Employees and Other Agents
Section 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, attorneys’ fees, costs, judgments,
amounts paid in settlement, fines, penalties and all other liabilities
whatsoever.
Section 2. Indemnification. Subject to the exceptions and limitation
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.
Section 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
(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
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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 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.
Section 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.
Section 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 XI; 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 proceedings, 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 XI.
Section 6. Fiduciaries of Employee Benefit Plan. The Article does
not apply to any proceeding against any Trustee, investment manager or other
fiduciary of an employee benefit plan in that person’s
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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 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 XII
Amendments
These
By-Laws, or any of them, may be altered, amended or repealed, or new By-laws
may be adopted by (a) a vote of holders of the majority of the outstanding
Shares entitled to vote or (b) by the Trustees, provided, however, that no
By-law may be amended, adopted or repealed by the Trustees if such amendment,
adoption or repeal is required by applicable law, the Declaration of Trust or
these By-Laws, to be submitted to a vote of the Shareholders.
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