BY-LAWS
OF
THE PASSPORT FUNDS
Section 1. Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These By-Laws shall be subject to the
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Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of The Passport Funds, the Massachusetts business
trust established by the Declaration of Trust (the "Trust").
1.2 Principal Office of the Trust. The principal office of the Trust shall be
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located in Boston, Massachusetts.
Section 2. Shareholders
2.1 Annual Meeting. The annual meeting of the shareholders shall be at such
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time and on such date in each year as the president or Trustees may from
time to time determine.
2.2 Special Meeting in Place of Annual Meeting. If no annual meeting has been
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held in accordance with the foregoing provisions, a special meeting of the
shareholders may be held in place thereof, and any action taken at such
special meeting shall have the same force and effect as if taken at the
annual meeting, and in such case all references in these By-Laws to the
annual meeting of the shareholders shall be deemed to refer to such special
meeting.
2.3 Special Meetings. A special meeting of the shareholders may be called at
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any time by the Trustees, by the president or, if the Trustees and the
president shall fail to call any meeting of shareholders for a period of 30
days after written application of one or more shareholders who hold at
least 25% of all shares issued and outstanding and entitled to vote at the
meeting, then such shareholders may call such meeting. Each call of a
meeting shall state the place, date, hour and purposes of the meeting.
2.4 Place of Meetings. All meetings of the shareholders shall be held at the
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principal office of the Trust, or, to the extent permitted by the
Declaration of Trust, at such other place within the United States as shall
be designated by the
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Trustees or the president of the Trust.
2.5 Notice of Meetings. A written notice of each meeting of shareholders,
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stating the place, date and hour and the purposes of the meeting, shall be
given at least seven days before the meeting to each shareholder entitled
to vote thereat by leaving such notice with him or at his residence or
usual place of business or by mailing it, postage prepaid, and addressed to
such shareholder at his address as it appears in the records of the Trust.
Such notice shall be given by the secretary or an assistant secretary or by
an officer designated by the Trustees. No notice of any meeting of
shareholders need be given to a shareholder if a written waiver of notice,
executed before or after the meeting by such shareholder or his attorney
thereunto duly authorized, is filed with the records of the meeting.
2.6 Ballots. No ballot shall be required for any election unless requested by
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a shareholder present or represented at the meeting and entitled to vote in
the election.
2.7 Proxies. Shareholders entitled to vote may vote either in person or by
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proxy in writing dated not more than six months before the meeting named
therein, which proxies shall be filed with the secretary or other person
responsible to record the proceedings of the meeting before being voted.
Unless otherwise specifically limited by their terms, such proxies shall
entitle the holders thereof to vote at any adjournment of such meeting but
shall not be valid after the final adjournment of such meeting.
Section 3. Trustees
3.1 Committees and Advisory Board. The Trustees may appoint from their number
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an executive committee and other committees. Except as the Trustees may
otherwise determine, any such committee may make rules for conduct of its
business. The Trustees may appoint an advisory board to consist of not
less than two nor more than five members. The members of the advisory
board shall be compensated in such manner as the Trustees may determine and
shall confer with and advise the Trustees regarding the investments and
other affairs of the Trust. Each member of the advisory board shall hold
office until the first meeting of the Trustees following the next annual
meeting of the shareholders and until his successor is elected and
qualified, or until he sooner dies, resigns, is removed, or becomes
disqualified, or until the advisory board is sooner abolished by the
Trustees.
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3.2 Regular Meetings. Regular meetings of the Trustees may be held without
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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. A
regular meeting of the Trustees may be held without call or notice
immediately after and at the same place as the annual meeting of the
shareholders.
3.3 Special Meetings. Special meetings of the Trustees may be held at any time
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and at any place designated in the call of the meeting, when called by the
Chairman of the Board, the president or the treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the
secretary or an assistant secretary or by the officer or one of the
Trustees calling the meeting.
3.4 Notice. It shall be sufficient notice to a Trustee to send notice by mail
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at least forty-eight hours or by telegram at least twenty-four hours before
the meeting addressed to the Trustee at his or her usual or last known
business or residence address 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 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. Neither notice of a meeting nor a waiver of a notice need specify
the purposes of the meeting.
3.5 Quorum. At any meeting of the Trustees one-third of the Trustees then in
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office shall constitute a quorum; provided, however, a quorum shall not be
less than two. 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.
Section 4. Officers and Agents
4.1 Enumeration; Qualification. The officers of the Trust shall be a
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president, a treasurer, a secretary and such other officers, if any, as the
Trustees from time to time may in their discretion elect or appoint. The
Trust may also have such agents, if any, as the Trustees from time to time
may in their discretion appoint. Any officer may be but none need be a
Trustee or shareholder. Any two or more offices may be held by the same
person.
4.2 Powers. Subject to the other provisions of these By-Laws, each officer
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shall have, in addition to the duties and powers herein and in the
Declaration of Trust
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set forth, such duties and powers as are commonly incident to his or her
office as if the Trust were organized as a Massachusetts business
corporation and such other duties and powers as the Trustees may from time
to time designate.
4.3 Election. The president, the treasurer and the secretary shall be elected
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annually by the Trustees at their first meeting following the annual
meeting of the shareholders. Other officers, if any, may be elected or
appointed by the Trustees at said meeting or at any other time.
4.4 Tenure. The president, the treasurer and the secretary shall hold office
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until the first meeting of Trustees following the next annual meeting of
the shareholders and until their respective successors are chosen and
qualified, or in each case until he or she sooner dies, resigns, is removed
or becomes disqualified. Each agent shall retain his or her authority at
the pleasure of the Trustees.
4.5 President and Vice Presidents. The president shall be the chief executive
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officer of the Trust. The president shall, subject to the control of the
Trustees, have general charge and supervision of the business of the Trust.
Any vice president shall have such duties and powers as shall be designated
from time to time by the Trustees.
4.6 Chairman of the Board. If a Chairman of the Board of Trustees is elected,
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he shall have the duties and powers specified in these By-Laws and, except
as the Trustees shall otherwise determine, preside at all meetings of the
shareholders and of the Trustees at which he or she is present and have
such other duties and powers as may be determined by the Trustees.
4.7 Treasurer and Controller. The treasurer shall be the chief financial
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officer of the Trust and subject to any arrangement made by the Trustees
with a bank or trust company or other organization as custodian or transfer
or shareholder services agent, shall be in charge of its valuable papers
and shall have such other duties and powers as may be designated from time
to time by the Trustees or by the president. If at any time there shall be
no controller, the treasurer shall also be the chief accounting officer of
the Trust and shall have the duties and powers prescribed the Trust and
shall have the duties and powers prescribed herein for the controller. Any
assistant treasurer shall have such duties and powers as shall be
designated from time to time by the Trustees.
The controller, if any be elected, shall be the chief accounting officer of
the Trust and shall be in charge of its books of account and accounting
records. The controller shall be responsible for preparation of financial
statements of the Trust and shall have such other duties and powers as may
be designated from time to
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time by the Trustees or the president.
4.8 Secretary and Assistant Secretaries. The secretary shall record all
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proceedings of the shareholders and the Trustees in books to be kept
therefor, which books shall be kept at the principal office of the Trust.
In the absence of the secretary from any meeting of shareholders or
Trustees, an assistant secretary, or if there be none or he or she is
absent, a temporary clerk chosen at the meeting shall record the
proceedings thereof in the aforesaid books.
Section 5. Resignation and Removals
Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the Chairman of the Board, the
president, the treasurer or the secretary or to a meeting of the Trustees. The
Trustees may remove any officer elected by them with or without cause by the
vote of a majority of the Trustees then in office. Except to the extent
expressly provided in a written agreement with the Trust, no Trustee, officer,
or advisory board member resigning, and no officer or advisory board member
removed shall have any right to any compensation for any period following his or
her resignation or removal, or any right to damages on account of such removal.
Section 6. Vacancies
A vacancy in any office may be filled at any time. Each successor shall hold
office for the unexpired term, and in the case of the president, the treasurer
and the secretary, until his or her successor is chosen and qualified, or in
each case until he or she sooner dies, resigns, is removed or becomes
disqualified.
Section 7. Shares of Beneficial Interest
7.1 Share Certificates. No certificates certifying the ownership of shares
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shall be issued except as the Trustees may otherwise authorize. In the
event that the Trustees authorize the issuance of share certificates,
subject to the provisions of Section 7.3, each shareholder shall be
entitled to a certificate stating the number of shares owned by him or her,
in such form as shall be prescribed from time to time by the Trustees.
Such certificate shall be signed by the president or a vice president and
by the treasurer or an assistant treasurer. Such signatures may be
facsimiles if the certificate is signed by a transfer or shareholder
services agent or by a registrar, other than a Trustee, officer or employee
of the Trust. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Trust
with the same effect as if he or she were such officer at the time of its
issue.
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In lieu of issuing certificates for shares, the Trustees or the transfer or
shareholder services agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares,
who shall in either case be deemed, for all purposes hereunder, to be the
holders of certificates for such shares as if they had accepted such
certificates and shall be held to have expressly assented and agreed to the
terms hereof.
7.2 Loss of Certificates. In the case of the alleged loss or destruction or
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the mutilation of a share certificate, a duplicate certificate may be
issued in place thereof, upon such terms as the Trustees may prescribe.
7.3 Discontinuance of Issuance of Certificates. The Trustees may at any time
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discontinue the issuance of share certificates and may, by written notice
to each shareholder, require the surrender of share certificates to the
Trust for cancellation. Such surrender and cancellation shall not affect
the ownership of shares in the Trust.
Section 8. Record Date
The Trustees may fix in advance a time, which shall not be more than 60 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or making of any other distribution to shareholders, as the record
date for determining the shareholders having the right to notice and to vote at
such meeting and any adjournment thereof or the right to receive such dividend
or distribution, and in such case only shareholders of record on such record
date shall have such right, notwithstanding any transfer of shares on the books
of the Trust after the record date.
Section 9. Seal
The seal of the Trust shall, subject to alteration by the Trustees, consist of a
flat-faced circular 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.
Section 10. Execution of Papers
Except as the Trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by
the Trust shall be signed, and any transfers of securities standing in the name
of the Trust shall be
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executed, by the president or by one of the vice presidents or by the treasurer
or by whomsoever else shall be designated for that purpose by the vote of the
Trustees and need not bear the seal of the Trust.
Section 11. Fiscal Year
The fiscal year of the Trust shall end on such date in each year as the Trustees
shall from time to time determine.
Section 12. Provisions Relating to the Conduct of the Trust's Business
12.1 Dealings with Affiliates. The Trust shall not purchase or retain
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securities issued by any issuer if one or more of the holders of the
securities of such issuer or one or more of the officers or directors of
such issuer is an officer or Trustee of the Trust or officer or director
of any organization, association or corporation with which the Trust has
an investment advisor's contract ("investment advisor"), if to the
knowledge of the Trust one or more of such officers or Trustees of the
Trust or such officers or directors of such investment advisors owns
beneficially more than one-half of one percent of the shares or securities
of such issuer and such officers, Trustees and directors owning more than
on-half of one percent of such shares or securities together own
beneficially more than five percent of such outstanding shares or
securities. Each Trustee and officer of the Trust shall give notice to the
secretary of the identity of all issuers whose securities are held by the
Trust of which such officer or Trustee owns as much as one-half of one
percent of the outstanding securities, and the Trust shall not be charged
with the knowledge of such holdings in the absence of receiving such
notice if the Trust has requested such information not less often than
quarterly.
Subject to the provisions of the preceding paragraph, no officer, Trustee
or agent of the Trust and no officer, director or agent of any investment
advisor shall 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 material financial interest; provided that the foregoing provisions
shall not prevent (a) officers and Trustees of the Trust from buying,
holding or selling shares in the Trust, or from being partners, officers
or directors of or financially interested in any investment advisor to the
Trust or in any corporation, firm or association which may at any time
have a distributor's or principal underwriter's contract with the Trust;
(b) purchases or sales 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 or any Rule or Regulation thereunder and if
such transaction does not involve any commission or profit to any security
dealer who is, or one or more of whose partners, shareholders, officers or
directors is, an officer or Trustee of the
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Trust or an officer or director of the investment advisor, manager or
principal underwriter of the Trust; (c) employment of legal counsel,
registrar, transfer agent, shareholder services, dividend disbursing agent
or custodian who is, or has a partner, stockholder, officer or director
who is, an officer or Trustee of the Trust; (d) sharing statistical,
research and management expenses, including office hire and services, with
any other company in which an officer or Trustee of the Trust is an
officer or director or financially interested.
12.2 Dealing in Securities of the Trust. The Trust, the investment advisor,
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any corporation, firm or association which may at any time have an
exclusive distributor's or principal underwriter's contract with the Trust
(the "distributor") and the officers and Trustees of the Trust and
officers and directors of every investment advisor and distributor, shall
not take long or short positions in the securities of the Trust, except
that:
(a) the distributor may place orders with the Trust for its shares
equivalent to orders received by the distributor;
(b) shares of the Trust may be purchased at not less than net asset value
for investment by the investment advisor and by officers and
directors of the distributor, investment advisor, or the Trust and by
any trust, pension, profit-sharing or other benefit plan for such
persons, no such purchase to be in contravention of any applicable
state or federal requirement.
12.3 Limitation on Certain Loans. The Trust shall not make loans to any
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officer, Trustee or employee of the Trust or any investment advisor or
distributor or their respective officers, directors or partners or
employees.
12.4 Custodian. All securities and cash owned by the Trust shall be maintained
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in the custody of one or more banks or trust companies having (according
to its last published report) not less than two million dollars
($2,000,000) aggregate capital, surplus and undivided profits (any such
bank or trust company is hereinafter referred to as the "custodian");
provided, however, the custodian may deliver securities as collateral on
borrowings effected by the Trust, provided, that such delivery shall be
conditioned upon receipt of the borrowed funds by the custodian except
where additional collateral is being pledged on an outstanding loan and
the custodian may deliver securities lent by the trust against receipt of
initial collateral specified by the Trust. Subject to such rules,
regulations and orders, if any, as the Securities and Exchange Commission
may adopt, the Trust may, or may not permit any custodian to, deposit all
or any part of the securities owned by the Trust in a system for the
central handling of securities operated by
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the Federal Reserve Banks, or established by a national securities
exchange or national securities association registered with said
Commission under the Securities Exchange Act of 1934, or such other person
as may be permitted by said Commission, pursuant to which system all
securities of any particular class or series of any issue deposited with
the system are treated as fungible and may be transferred or pledged by
bookkeeping entry, without physical delivery of such securities.
The Trust shall upon the resignation or inability to serve of its
custodian or upon change of the custodian:
(a) in the case of such resignation or inability to serve use its best
efforts to obtain a successor custodian;
(b) require that the cash and securities owned by this corporation be
delivered directly to the successor custodian; and
(c) in the event that no successor custodian can be found, submit to the
shareholders, before permitting delivery of the cash and securities
owned by this Trust otherwise than to a successor custodian, the
question whether or not this Trust shall be liquidated or shall
function without a custodian.
12.5 Limitations on Investment. Each series of shares may not:
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(a) Invest in securities other than those described in the Trust's then
current prospectus as appropriate for the series of shares for which
such securities are being purchased, except that the Trust may make
temporary investments for any series of shares in notes issued by or
on behalf of municipal or corporate issuers, obligations of the
United States Government and its agencies or instrumentalities, and
any such items subject to short-term repurchase agreements.
(b) Purchase securities of any issuer (except the United States
Government, its agencies or instrumentalities and any security
guaranteed thereby) if as a result more than 5% of the total assets
of any series of shares (based on their current value at the time of
investment) would be invested in the securities of such issuer.
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(c) Invest in companies for the purpose of exercising control.
(d) Purchase any securities which would cause more than 25% of the total
assets of the series of shares, based on current value at the time of
such purchase, to be invested in the securities of one or more
issuers conducting their principal business activities in the same
industry, provided that this limitation shall not apply to
investments in municipal obligations or to obligations issued or
guaranteed by the United States Government, its agencies or
instrumentalities.
(e) Purchase or sell real estate, commodities or commodities contracts.
However, any series of shares may invest in municipal obligations or
other obligations secured by real estate or interests therein.
(f) Purchase securities on margin, make short sales of securities or
maintain a short position, except that the Trust may obtain short-
term credits as necessary for the clearance of security transactions.
(g) Borrow money in any series of shares except for temporary or
emergency purposes of that series, and then only in an amount not
exceeding 10% of the value of the total assets of that series of
shares. The Trust will repay all borrowings in a particular series of
shares before making additional investments for that series.
(h) Make loans, except that any series of shares may purchase or hold
debt instruments in accordance with its investment objective and
policies, and may enter into repurchase agreements; provided that
repurchase agreements maturing in more than 7 days may not exceed 10%
of the total assets of any series of shares.
(i) Pledge, mortgage or hypothecate the assets of any series of shares
except to secure temporary borrowings permitted by (g) above in
aggregate amounts not to exceed 10% of the net assets of that series,
at the time of the incurrence of such loan, taken at current value.
(j) Act as an underwriter of securities of other issuers, except as it
may be deemed an underwriter in selling a portfolio security.
(k) Purchase securities of other investment companies except as permitted
by the Investment Company Act of 1940 and the rules and regulations
thereunder, and in any event may not purchase securities of other
open-end investment companies.
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(l) Issue senior securities (as defined in the Investment Company Act of
1940), except as permitted by (g) above or by rule, regulation or
order of the Securities and Exchange Commission.
(m) Purchase or retain securities of an issuer if, to the knowledge of
the Trust, an officer, trustee, partner or director of the Trust or
of any investment advisor of the Trust owns beneficially more than
1/2 of 1% of the shares or securities of such issuer and all such
officers, trustees, partners and directors owning more than 1/2 of 1%
of such shares or securities together own more than 5% of such shares
or securities.
(n) Purchase securities of any issuer which has (with predecessors) a
record of less than three years' continuing operations, except (i)
obligations issued or guaranteed by the United States Government, its
agencies or instrumentalities, or (ii) municipal obligations which
are rated by at least two nationally recognized municipal bond rating
services, if as a result more than 5% of the total assets of any
series of shares (taken at current value) would be invested in such
securities.
(o) Invest in interests in oil, gas or other mineral exploration or
development programs.
(p) Invest in securities or other instruments (except for repurchase
agreements) with legal or contractual restrictions on resale or for
which no readily available market exists.
(q) Purchase puts, calls, straddles, spreads or combinations thereof,
except that the Trust may purchase puts as permitted by its
investment objective and policies.
12.6 Reports to Shareholders; Distributions from Realized Gains. The Trust
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shall send to each shareholder of record at least annually a statement of
the condition of the Trust and of the results of its operation, containing
all information required by applicable laws or regulations.
Section 13. Amendments
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, or by one or more
writings signed by such majority.
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