Exhibit (b)(2)
AMENDED AND RESTATED BY-LAWS
OF
LAUDUS TRUST
(FORMERLY XXXX XXXXXXXXX SERIES TRUST)
ARTICLE 1
Agreement and Declaration
of Trust and Principal Office
1.1. 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 Laudus Trust (the "Trust"), the Massachusetts
business trust established by the Declaration of Trust.
1.2. PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall
be located at such place as the Trustees may determine from time to time.
ARTICLE 2
Meetings of Trustees
2.1. REGULAR MEETINGS. Regular meetings of the Trustees may be held without
call or notice at such places and at such times as the Trustees may from time to
time determine, provided that notice of the first regular meeting following any
such determination shall be given to absent Trustees.
2.2. SPECIAL MEETINGS. Special meetings of the Trustees may be held, at any
time and at any place designated in the call of the meeting, when called by the
Chairman of the Board, if any, the President or the Treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the Clerk or
an Assistant Clerk or by the officer of the Trustees calling the meeting.
2.3. NOTICE. It shall be sufficient notice to a Trustee of a special
meeting to send notice by mail to the Trustee at his or her usual or last known
business or residence address at least forty-eight hours or by any electronic or
telecommunications device, including telefax or through the Internet at least
twenty-four hours before the meeting addressed to the Trustee or to give notice
to him or her in person or by telephone at least twenty-four hours before the
meeting. Notice of a meeting need not be given to any Trustee if a written
waiver of notice, executed by him 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.
Neither notice of a meeting nor a waiver of a notice need specify the purposes
of the meeting.
2.4. QUORUM. At any meeting of the Trustees a majority of the Trustees then
in office shall constitute a quorum. Any meeting may be adjourned from time to
time by a majority
of the votes cast upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.
2.5. ACTION BY VOTE. When a quorum is present at any meeting, a majority of
Trustees present may take any action, except when a larger vote is expressly
required by law, by the Declaration of Trust or by these By-Laws.
2.6. ACTION BY WRITING. Except as required by law, any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting if a majority of the Trustees (or such larger proportion thereof as
shall be required by any express provision of the Declaration of Trust or these
By-Laws) consent to the action in writing and such written consents are filed
with the records of the meetings of Trustees. Such consent shall be treated for
all purposes as a vote taken at a meeting of Trustees.
ARTICLE 3
Officers
3.1. ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
President, a Treasurer, a Clerk, and such other officers, if any, as the
Trustees from time to time may in their discretion elect. The Trust may also
have such agents as the Trustees from time to time may in their discretion
appoint. If a Chairman of the Board is elected, he shall be a Trustee and may
but need not be a Shareholder; and any other officer may be but none need be a
Trustee or Shareholder. Any two or more offices may be held by the same person.
3.2. ELECTION AND TENURE. The President, the Treasurer, the Clerk and such
other officers as the Trustees may in their discretion from time to time elect
shall each be elected by the Trustees to serve until his successor is elected or
qualified, or until he sooner dies, resigns, is removed or becomes disqualified.
Each officer shall hold office and each agent shall retain authority at the
pleasure of the Trustees.
3.3. POWERS. Subject to the other provisions of these By-Laws, in addition
to the duties and powers herein and set forth in the Declaration of Trust and in
addition to such duties and powers as may be determined by the Trustees, the
President shall have such duties and powers with respect to the Trust as are
commonly incident to the president of a Massachusetts business corporation as if
the Trust were organized as a Massachusetts business corporation; each other
officer shall have such duties and powers as are commonly incident to the office
occupied by him or her as if the Trust were organized as a Massachusetts
business corporation.
3.4. PRESIDENT AND VICE PRESIDENTS. The President shall have the duties and
powers specified in these By-Laws and shall have such other duties and powers as
may be determined by the Trustees. Any Vice Presidents shall have such duties
and powers as shall be designated from time to time by the Trustees.
3.5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the Trust
shall be the Chairman of the Board, if any, the President or such other officer
as is designated by the Trustees and shall, subject to the control of the
Trustees, have general charge and supervision of
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the business of the Trust and, unless there is a Chairman of the Board, or
except as the Trustees (or the Chairman of the Board if the Trustees do not act)
shall otherwise determine, preside at all meetings of the stockholders and of
the Trustees. If no such designation is made, the President shall be the Chief
Executive Officer.
3.6. CHAIRMAN OF THE BOARD. If a Chairman of the Board of Trustees is
elected, he shall have the duties and powers specified in these By-Laws and
shall have such other duties and powers as may be determined by the Trustees.
The Chairman of the Board shall, unless the Trustees (or the Chairman of the
Board if the Trustees do not act) shall otherwise determine, preside at all
meetings of the stockholders and of the Trustees.
3.7. TREASURER. The Treasurer shall be the Chief financial and accounting
officer of the Trust, and shall, subject to the provisions of the Declaration of
Trust and to any arrangement made by the Trustees with a custodian, investment
adviser or manager or transfer, shareholder servicing or similar agent, be in
charge of the valuable papers, books of account and accounting records of the
Trust, and shall have such other duties and powers as may be designated from
time to time by the Trustees or by the Chief Executive Officer.
3.8. CLERK. The Clerk shall record all proceedings of the Shareholders and
the Trustees in books to be kept therefor, which books or a copy thereof shall
be kept at the principal office of the Trust. In the absence of the Clerk from
any meeting of the Shareholders or Trustees, an assistant Clerk, or if there be
none or if he is absent, a temporary clerk chosen at such meeting shall record
the proceedings thereof in the aforesaid books.
3.9. RESIGNATIONS AND REMOVALS. Any officer may resign at any time by
written instrument signed by him and delivered to the President or the Clerk or
to a meeting of the Trustees. Such resignation shall be effective upon receipt
unless specified to be effective at some other time. The Trustees may remove any
officer with or without cause. Except to the extent expressly provided in a
written agreement with the Trust, no officer resigning and no officer removed
shall have any right to any compensation for any period following his
resignation or removal, or any right to damages on account of such removal.
ARTICLE 4
Reports
4.1. GENERAL. The Trustees and officers shall render reports at the time
and in the manner required by the Declaration of Trust or any applicable law.
Officers shall render such additional reports as they may deem desirable or as
may from time to time be required by the Trustees.
ARTICLE 5
Fiscal Year
5.1. GENERAL. Except as from time to time otherwise provided by the
Trustees, the initial fiscal year of the Trust shall end on such date as is
determined in advance or in arrears by the Treasurer and subsequent fiscal years
shall end on such date in subsequent years.
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ARTICLE 6
Seal
6.1. GENERAL. The seal of the Trust shall consist of a flat-faced die with
the word "Massachusetts," together with the name of the Trust and the year of
its organization cut or engraved thereon, but, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on, and its absence shall
not impair the validity of, any document, instrument or other paper executed and
delivered by or on behalf of the Trust.
ARTICLE 7
Execution of Papers
7.1. GENERAL. Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all checks, notes, drafts
and other obligations and all registration statements and amendments thereto and
all applications and amendments thereto to the Securities and Exchange
Commission shall be signed by the Chairman, if any, the President, any Vice
President or the Treasurer or any of such other officers or agents as shall be
designated for that purpose by a vote of the Trustees.
ARTICLE 8
Provisions Relating to the
Conduct of the Trust's Business
8.1. CERTAIN DEFINITIONS. When used herein the following words shall have
the following meanings: "Distributor" shall mean any one or more partnerships,
corporations, firms or associations which have distributor's or principal
underwriter's contracts in effect with the Trust providing that redeemable
shares of any class or series issued by the Trust shall be offered and sold by
such Distributor. "Adviser" shall mean any partnership, corporation, firm or
association which may at the time have an advisory or management contract with
the Trust.
8.2. LIMITATION ON DEALINGS WITH OFFICERS OR TRUSTEES. The Trust will not
lend any of its assets to the Distributor or Adviser or to any officer or
director of the Distributor or Adviser or any officer or Trustee of the Trust
and shall not permit any officer or Trustee or any officer or director of the
Distributor or Adviser, to deal for or on behalf of the Trust with himself as
principal or agent, or with any partnership, association or corporation in which
he has a financial interest; provided that the foregoing provisions shall not
prevent (a) officers and Trustees of the Trust or officers and directors of the
Distributor or Adviser from buying, holding or selling shares in the Trust or
from being partners, officers or directors of or otherwise financially
interested in the Distributor or the Adviser; (b) a purchase or sale of
securities or other property if such transaction is permitted by or is exempt or
exempted from the provisions of the Investment Company Act of 1940 and does not
involve any commission or profit to any securities dealer who is, or one or more
of whose partners, shareholders, officers or directors is, an officer or Trustee
of the Trust or an officer or director of the Distributor or Adviser; (c)
employment of legal counsel, registrars, transfer agents, shareholder servicing
agents, dividend disbursing agents or custodians who are, or any one of which
has a partner,
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shareholder, officer or director who is, an officer or Trustee of the Trust or
an officer or director of the Distributor or Adviser if only customary fees are
charged for services to the Trust; (d) sharing of statistical, research, legal
and management expenses and office hire and expenses with any other investment
company in which an officer or Trustee of the Trust or an officer or director of
the Distributor or Adviser is an officer or director or otherwise financially
interested.
8.3. LIMITATION ON DEALING IN SECURITIES OF THE TRUST BY CERTAIN OFFICERS,
TRUSTEES, DISTRIBUTOR OR ADVISER. Neither the Distributor nor Adviser, nor any
officer or Trustee of the Trust or officer, director or partner of the
Distributor or Adviser shall take long or short positions in securities issued
by the Trust; provided, however, that:
(a) The Distributor may purchase from the Trust and otherwise deal in
shares issued by the Trust pursuant to the terms of its contract with the Trust;
(b) Any officer or Trustee of the Trust or officer or director or
partner of the Distributor or Adviser or any trustee or fiduciary for the
benefit of any of them may at any time, or from time to time, purchase from the
Trust or from the Distributor shares issued by the Trust at the price available
to the public or to such officer, Trustee, director, partner or fiduciary, no
such purchase to be in contravention of any applicable state or federal
requirement; and
(c) The Distributor or the Adviser may at any time, or from time to
time, purchase for investment shares issued by the Trust.
8.4. SECURITIES AND CASH OF THE TRUST TO BE HELD BY CUSTODIAN SUBJECT TO
CERTAIN TERMS AND CONDITIONS.
(a) All securities and cash owned by the Trust shall, as hereinafter
provided, be held by or deposited with one or more banks or trust companies
having (according to its last published report) not less than $2,000,000
aggregate capital, surplus and undivided profits (any such bank or trust company
being hereby designated as "Custodian"), provided such a Custodian can be found
ready and willing to act. The Trust may, or may permit any Custodian to, deposit
all or any part of the securities owned by any class or series of shares of the
Trust in a system for the central handling of securities established by a
national securities exchange or national securities association registered with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, or such other person as may be permitted by said Commission, including,
without limitation, a clearing agency registered under Section 17A of said
Securities Exchange Act of 1934, pursuant to which system all securities of any
particular class or series of any issue deposited within the system are treated
as fungible and may be transferred or pledged by bookkeeping entry, without
physical delivery of such securities.
(b) The Trust shall enter into a written contract with each Custodian
regarding the powers, duties and compensation of such Custodian with respect to
the cash and securities of the Trust held by such Custodian. Said contract and
all amendments thereto shall be approved by the Trustees.
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(c) The Trust shall upon the resignation or inability to serve of any
Custodian or upon change of any Custodian:
(i) in case of such resignation or inability to serve, use its
best efforts to obtain a successor Custodian;
(ii) require that the cash and securities owned by any class or
series of shares of the Trust and in the possession of the resigning or
disqualified Custodian be delivered directly to the successor Custodian; and
(iii) in the event that no successor Custodian can be found,
submit to the shareholders, before permitting delivery of the cash and
securities owned by any class or series of shares of the Trust and in the
possession of the resigning or disqualified Custodian otherwise than to a
successor Custodian, the question whether that class or series shall be
liquidated or shall function without a Custodian.
8.5. LIMITATIONS ON INVESTMENT BY THE TRUST IN SECURITIES OF ANY ONE
ISSUER. The Trust may not purchase for its portfolio or for the portfolio of any
class or series of the Trust's shares the securities of any issuer if
immediately after such purchase the Trust or that class or series would
thereupon hold securities representing more than 10% of the voting securities of
such issuer as disclosed in the last available financial statements of such
issuer. This limitation shall not apply to securities issued by registered
investment companies, obligations issued or guaranteed by the government of the
United States of America or to obligations of any corporation organized under a
general Act of Congress if such corporation is an instrumentality of the United
States. For purposes of this limitation, each state and each political
subdivision, agency, authority or instrumentality thereof and each multistate
agency and authority shall be considered a separate issuer.
8.6. DETERMINATION OF NET ASSET VALUE. The Trustees or any officer or
officers or agent or agents of the Trust designated from time to time for this
purpose by the Trustees shall determine at least once daily the net income and
the value of all the assets attributable to any class or series of shares of the
Trust on each day upon which the New York Stock Exchange is open for
unrestricted trading or at such other times as the Trustees shall, consistent
with the 1940 Act and the rules of the Commission, designate. In determining
asset values, all securities for which representative market quotations are
readily available shall be valued at market value and other securities and
assets shall be valued at fair value, all as determined in good faith by the
Trustees or an officer or officers or agent or agents, as aforesaid, in
accordance with accounting principles generally accepted at the time.
Notwithstanding the foregoing, the assets belonging to any class or series of
shares of the Trust may, if so authorized by the Trustees, be valued in
accordance with the amortized cost method, subject to the power of the Trustees
to alter the method for determining asset values. The value of such assets so
determined, less total liabilities belonging to that class or series of shares
(exclusive of capital stock and surplus) shall be the net asset value until a
new asset value is determined by the Trustees or such officers or agents. In
determining the net asset value the Trustees or such officers or agents may
include in liabilities such reserves for taxes, estimated accrued expenses and
contingencies in accordance with accounting principles generally accepted at the
time as the
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Trustees or such officers or agents may in their best judgment deem fair and
reasonable under the circumstances. The manner of determining net asset value
may from time to time be altered as necessary or desirable in the judgment of
the Trustees to conform it to any other method prescribed or permitted by
applicable law or regulation. Determinations of net asset value made by the
Trustees or such officers or agents in good faith shall be binding on all
parties concerned. The foregoing sentence shall not be construed to protect any
Trustee, officer or agent of the Trust against any liability to the Trust or its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
ARTICLE 9
Amendments to the By-Laws
9.1. GENERAL. These By-Laws may be amended or repealed, in whole or in
part, by a majority of the Trustees then in office at any meeting of the
Trustees.
Date: September 28, 2007
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