BYLAWS
OF
PPM America Funds
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 AGREEMENT AND DECLARATION OF TRUST. These Bylaws shall be subject to the
Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of 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
located in Chicago, Illinois.
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 Trustees, 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 or the Trustees calling the meeting.
2.3 NOTICE OF SPECIAL MEETINGS. It shall be sufficient notice to a Trustee of
a special meeting to send notice by mail 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 special 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.
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 NOTICE OF CERTAIN ACTIONS BY CONSENT. If in accordance with the provisions
of the Declaration of Trust any action is taken by the Trustees by a written
consent of less than all of the Trustees, then prompt notice of any such action
shall be furnished to each Trustee who did not execute such written consent,
provided that the effectiveness of such action shall not be impaired by any
delay or failure to furnish such notice.
ARTICLE 3
Officers
3.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a Chairman
of the Trustees, 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. The Chairman of the Trustees and the President shall be a
Trustee and may but need not be a shareholder; and any other officer may but
need not be a Trustee or a shareholder. Any two or more offices may be held by
the same person. A Trustee may but need not be a shareholder.
3.2 ELECTION. The Chairman of the Trustees, the President, the Treasurer and
the Clerk shall be elected by the Trustees upon the occurrence of any vacancy in
any such office. Other officers, if any, may be elected or appointed by the
Trustees at any time. Vacancies in any such other office may be filled at any
time.
3.3 TENURE. The Chairman of the Trustees, the President, the Treasurer and the
Clerk shall hold office in each case until he or she dies, resigns, is removed
or becomes disqualified. Each other officer shall hold office and each agent
shall retain authority at the pleasure of the Trustees.
3.4 POWERS. Subject to the other provisions of these Bylaws, each officer
shall have, in addition to the duties and powers herein and in the Declaration
of Trust set forth, 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 and such other duties and powers as the Trustees may from
time to time designate.
3.5 CHAIRMAN; PRESIDENT. Unless the Trustees otherwise provide, the Chairman
of the Trustees or, if there is none or in the absence of the Chairman of the
Trustees, the President shall preside at all meetings of the shareholders and of
the Trustees. Unless the Trustees otherwise provide, the President shall be the
chief executive officer.
3.6 TREASURER. Unless the Trustees shall provide otherwise, the
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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 President.
3.7 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 or she is absent, a temporary Clerk chosen at such meeting shall record
the proceedings thereof in the aforesaid books.
3.8 RESIGNATIONS AND REMOVALS. Any Trustee or officer may resign at any time
by written instrument signed by him or her and delivered to the Chairman of the
Trustees, 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 elected by them with or
without cause. Except to the extent expressly provided in a written agreement
with the Trust, no Trustee or officer resigning and no officer 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.
ARTICLE 4
Committees
4.1 QUORUM; VOTING. A majority of the members of any Committee of the Trustees
shall constitute a quorum for the transaction of business, and any action of
such a Committee may be taken at a meeting by a vote of a majority of the
members present (a quorum being present) or evidenced by one or more writings
signed by such a majority. Members of a Committee may participate in a meeting
of such Committee by means of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time and participation by such means shall constitute
presence in person at a meeting.
ARTICLE 5
Reports
5.1 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
and Committees shall render such
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additional reports as they may deem desirable or as may from time to time be
required by the Trustees.
ARTICLE 6
Fiscal Year
6.1 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.
ARTICLE 7
Seal
7.1 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 8
Execution of Papers
8.1 GENERAL. Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the President, the Vice Chairman, a Vice President or the Treasurer and need not
bear the seal of the Trust.
ARTICLE 9
Issuance of Shares and Share Certificates
9.1 SALE OF SHARES. Except as otherwise determined by the Trustees, the Trust
will issue and sell for cash or securities from time to time, full and
fractional shares of its shares of beneficial interest, such shares to be issued
and sold at a price of not less than the par value per share, if any, and not
less than the net asset value per share as from time to time determined in
accordance with the Declaration of Trust and these Bylaws and, in the case of
fractional shares, at a proportionate reduction in such price. In the case of
shares sold for securities, such securities shall be valued in accordance with
the provisions for determining the value of the assets of the Trust as stated in
the Declaration of Trust and these Bylaws. The officers of the Trust are
severally authorized to take all such actions as may be necessary or desirable
to carry out this Section 9.1.
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9.2 SHARE CERTIFICATES. In lieu of issuing certificates for shares, the
Trustees or the transfer 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.
The Trustees may at any time authorize the issuance of share certificates.
In that event, each shareholder shall be entitled to a certificate stating the
number of shares of each class owned by him, 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 facsimile if the certificate is signed by a transfer
agent or by a registrar. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall cease to be such officer
before such certificate is issued, it may be issued by the Trust with the same
effect as if he were such officer at the time of its issue.
9.3 LOSS OF CERTIFICATES. The transfer agent of the Trust, with the approval
of any two officers of the Trust, is authorized to issue and countersign
replacement certificates for the shares of the Trust which have been lost,
stolen or destroyed upon (i) receipt of an affidavit or affidavits of loss or
non-receipt and of an indemnity agreement executed by the registered holder or
his legal representative and supported by an open penalty surety bond, said
agreement and said bond in all cases to be in form and content satisfactory to
and approved by the President or the Treasurer, or (ii) receipt of such other
documents as may be approved by the Trustees.
9.4 ISSUANCE OF NEW CERTIFICATE TO PLEDGEE. A pledgee of shares transferred as
collateral security shall be entitled to a new certificate if the instrument of
transfer substantially describes the debt or duty that is intended to be secured
thereby. Such new certificate shall express on its face that it is held as
collateral security, and the name of the pledgor shall be stated thereon, who
alone shall be liable as a shareholder and entitled to vote thereon.
9.5 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any time
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.
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ARTICLE 10
Provisions Relating to the Conduct of the Trust's Business
10.1 CERTAIN DEFINITIONS. When used herein the following words shall have the
following meanings: "Distributor" shall mean any one or more corporations, firms
or associations which have distributor's or principal underwriter's contracts in
effect with the Trust providing that redeemable shares issued by the Trust shall
be offered and sold by such Distributor. "Manager" shall
mean any corporation, firm or association which may at the time have an advisory
or management contract with the Trust.
10.2 LIMITATIONS ON DEALINGS WITH OFFICERS OR TRUSTEES. The Trust will not
lend any of its assets to the Distributor or Manager or to any officer or
director of the Distributor or Manager 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 Manager to deal for or on behalf of the Trust with himself or
herself as principal or agent, or with any partnership, association or
corporation in which he or she 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 Manager 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 Manager; (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 Trust or an officer or director of the Distributor or Manager;
(c) employment of legal counsel, registrar, transfer agent, shareholder
servicing agent, dividend disbursing agent or custodian who is, or has a
partner, shareholder, officer or director who is, an officer or Trustee of the
Trust or an officer or director of the Distributor or Manager; (d) sharing
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 Manager is an officer or
director or otherwise financially interested.
10.3 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 be held by or
deposited with one or more banks or trust companies having (according
to its last published
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report) not less than $1,000,000 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; subject to such rules, regulations and
orders, if any, as the Securities and Exchange Commission may adopt,
the Trust may, or may 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 pursuant to which all securities of any
particular class or series of any issue deposited within the system
may be transferred or pledged by bookkeeping entry, without physical
delivery. The Custodian may appoint, subject to the approval of the
Trustees, one or more subcustodians.
(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.
(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 the Trust 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 the Trust otherwise than to a
successor Custodian, the question whether the Trust shall be
liquidated or shall function without a Custodian.
10.4 REPORTS TO SHAREHOLDERS. The Trust shall send to each shareholder of
record at least semi-annually a statement of the condition of the Trust and of
the results of its operations, containing all information required by applicable
laws or regulations.
10.5 DETERMINATION OF NET ASSET VALUE PER SHARE. Net asset value per share of
each class or series of shares of the Trust shall mean: (i) the value of all
the assets properly allocable
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to such class or series; (ii) less total liabilities properly allocable to such
class or series; (iii) divided by the number of shares of such class or series
outstanding, in each case at the time of each determination. Except as
otherwise determined by the Trustees, the net asset value per share of each
class or series shall be determined no less frequently than once daily, Monday
through Friday, on days on which the New York Stock Exchange is open for
trading, at such time or times that the Trustees set at least annually.
In valuing the portfolio investments of any class or series of shares for
the determination of the net asset value per share of such class or series,
securities for which market quotations are readily available shall be valued at
prices which, in the opinion of the Trustees or the person designated by the
Trustees to make the determination, most nearly represent the market value of
such securities, and other securities and assets shall be valued at their fair
value as determined by or pursuant to the direction of the Trustees, which in
the case of debt obligations, commercial paper and repurchase agreements may,
but need not, be on the basis of yields for securities of comparable maturity,
quality and type, or on the basis of amortized cost. Expenses and liabilities
of the Trust shall be accrued each day. Liabilities may include such reserves
for taxes, estimated accrued expenses and contingencies as the Trustees or their
designates may in their sole discretion deem fair and reasonable under the
circumstances. No accruals shall be made in respect of taxes on unrealized
appreciation of securities owned unless the Trustees shall otherwise determine.
ARTICLE 11
Shareholders
11.1 MEETINGS. A meeting of the shareholders shall be called by the Clerk
whenever ordered by the Trustees, the Chairman of the Trustees or requested in
writing by the holder or holders of at least one-tenth of the outstanding shares
entitled to vote at such meeting. If the Clerk, when so ordered or requested,
refuses or neglects for more than two days to call such meeting, the Trustees,
Chairman of the Trustees or the shareholders so requesting may, in the name of
the Clerk, call the meeting by giving notice thereof in the manner required when
notice is given by the Clerk.
11.2 ACCESS TO SHAREHOLDER LIST. Shareholders of record may apply to the
Trustees for assistance in communicating with other shareholders for the purpose
of calling a meeting in order to vote upon the question of removal of a Trustee.
When ten or more shareholders of record who have been such for at least six
months preceding the date of application and who hold in the aggregate shares
having a net asset value of at least $25,000 so apply, the
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Trustees shall within five business days either:
(i) afford to such applicants access to a list of names and addresses of
all shareholders as recorded on the books of the Trust; or
(ii) inform such applicants of the approximate number of shareholders of
record and the approximate cost of mailing material to them, and,
within a reasonable time thereafter, mail, at the applicants' expense,
materials submitted by the applicants, to all such shareholders of
record. The Trustees shall not be obligated to mail materials which
they believe to be misleading or in violation of applicable law.
11.3 RECORD DATES. For the purpose of determining the shareholders of any
class or series of shares of the Trust who are entitled to vote or act at any
meeting or any adjournment thereof, or who are entitled to receive payment of
any dividend or of any other distribution, the Trustees may from time to time
fix a time, which shall be not more than 90 days before the date of any meeting
of shareholders or more than 60 days before the date of payment of any dividend
or of any other distribution, as the record date for determining the
shareholders of such class or series having the right to notice of 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; or without fixing such record date the
Trustees may for any such purposes close the register or transfer books for all
or part of such period.
11.4 PROXIES. The placing of a shareholder's name on a proxy pursuant to
telephone or electronically transmitted instructions obtained pursuant to
procedures reasonably designed to verify that such instructions have been
authorized by such shareholder shall constitute execution of such proxy by or on
behalf of such shareholder.
ARTICLE 12
Preferences, Rights and Privileges of the
Trust's Classes of Shares
12.1 GENERAL. Each class of shares of the Trust or of a particular series of
the Trust, as the case may be, will represent interests in the same portfolio of
investments of the Trust (or that series) and be identical in all respects,
except as set forth below: (a) each class of shares shall be charged with the
expense of any Distribution Plan adopted by the Trust pursuant to Rule 12b-1
under the Investment Company Act of 1940
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with respect to such class of shares, (b) each class of shares will be charged
with any incremental shareholder servicing expense attributable solely to such
class, as determined by the Trustees, (c) each class of shares shall be charged
with any other expenses properly allocated to such class, as determined by the
Trustees and approved by the Securities and Exchange Commission, (d) each class
of shares shall vote as a separate class on matters which pertain to any
Rule 12b-1 Distribution Plan pertaining to such class of shares, (e) each class
of shares will have only such exchange privileges as may from time to time be
described in the Trust's prospectus with respect to such class, (f) each class
of shares shall bear such designation as may be approved from time to time by
the Trustees and (g) reinvestments of distributions from the Trust paid with
respect to the shares of a particular class will be paid in additional shares of
such class.
ARTICLE 13
Amendments to the Bylaws
13.1 GENERAL. These Bylaws 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 a majority.
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