Exhibit b.2
BYLAWS
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OF
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XXXXXX ADVISORS TRUST
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Section 1. Agreement and Declaration of
Trust and Principal Office
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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 Xxxxxx Advisors Trust, a 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 at 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, or such
other location as shall be determined from time to time by the officers of the
Trust.
Section 2. Shareholders
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2.1 Shareholder Meetings. The Trust will not hold annual meetings of
shareholders. A special meeting of the shareholders of the Trust or of any one
or more series or classes of shares may be called at any time by the Trustees,
by the chairman, the president or, if the Trustees, the chairman 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 10% of
all outstanding shares of the Trust, if shareholders of all series are required
under the Declaration of Trust to vote in the aggregate and not by individual
series at such meeting, or 10% of the outstanding shares of any series or class,
if shareholders of such series or class are entitled under the Declaration of
Trust to vote by individual series or class at such meeting, then such
shareholders may call such meeting. If the meeting is a meeting of the
shareholders of one or more series or classes of shares, but not a meeting of
all shareholders of the Trust, then only the shareholders of such one or more
series or classes shall be entitled to notice of and to vote at the meeting.
Each call of a meeting shall state the place, date, hour and purposes of the
meeting.
2.2 Place of Meetings. All meetings of the shareholders shall be held at the
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 Trustees or the president of the Trust.
2.3 Notice of Meetings. A written notice of each meeting of shareholders,
stating the place, date and hour and the purposes of the meeting, shall be given
or caused to be given by the Trustees at least fifteen days before the meeting
to each shareholder entitled to vote at such meeting by leaving such notice with
him or her or at his or her residence or usual place of business or by mailing
it, postage prepaid, and addressed to such shareholder at his or her 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.
A certificate or affidavit by the secretary or assistant secretary or officer
shall be prima facie evidence of the giving of any notice required by the
Declaration of Trust. 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 or her attorney thereunto duly authorized, is filed with the
records of the meeting or if the shareholder attends the meeting without
protesting prior thereto or at its commencement the lack of notice to such
shareholder.
2.4 Ballots. No ballot shall be required for any election unless requested by a
shareholder present or represented at the meeting and entitled to vote in the
election.
2.5 Proxies. Shareholders entitled to vote may vote either in person or by
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
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3.1 Committees and Advisory Board. The Trustees may appoint from their number
an executive committee and other committees. Except as the Trustees may
otherwise determine, any such committee may make rules for conduct of its
business. Any such committee shall keep regular minutes of its proceedings and
report the same to the Board of Trustees. 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, if any, 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,
if any, shall hold office for the lifetime of the Trust and until his or her
successor is appointed by the Trustees and qualified, or until he or she sooner
dies, resigns, is removed or becomes disqualified, or until the advisory board
is sooner abolished by the Trustees.
3.2 Chairman and Vice-Chairman. The Trustees may elect a chairman and a vice-
chairman, who shall be trustees of the Trust but need not be shareholders. The
chairman shall preside at all meetings of the shareholders and of the Trustees
and in the chairman's absence, the vice-chairman shall so preside. The chairman
and the vice-chairman shall hold their respective positions at the pleasure of
the Trustees. Neither the chairman nor the vice-chairman shall, by reason of
holding such position, be or be deemed to be officers of the Trust.
3.3 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.
3.4 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, 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.
3.5 Notice. It shall be sufficient notice to a Trustee 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
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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.
3.6 Quorum. At any meeting of the Trustees, one-third of the Trustees then in
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.
3.7 Eligibility to Serve. No person shall be appointed to serve as a Trustee
after attaining the age of 75 years. Any Trustee shall retire as a Trustee as of
the end of the calendar year in which the Trustee attains the age of 75 years.
3.8 Independent Trustees. From the Effective Time, as defined in the Agreement
and Plan of Merger among Xxxxxx Asset Management, Ltd., Xxxxxx Asset Management,
L.P., Liberty Financial Companies, Inc. and WAM Acquisition L.P. dated as of
June 9, 2000, through and including the third anniversary of the Effective Time,
the Trust may not at any time have a board more than 25% of the members of which
are persons who are "interested persons" of the Trust's investment adviser or of
Xxxxxx Asset Management, L.P., as the term "interested persons" is defined by
the Investment Company Act of 1940. [added 9/20/00]
Section 4. Officers and Agents
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4.1 Enumeration; Qualification. The officers of the Trust shall be a
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, except that
any person holding the office of President shall not hold the office of Vice
President.
4.2 Powers. Subject to the other provisions of these By-laws, 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 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, including without limitation the power to make purchases and
sales of portfolio securities of the Trust pursuant to recommendations of the
Trust's investment adviser in accordance with the policies and objectives of the
Trust set forth in its registration statement and with such general or specific
instructions as the Trustees may from time to time have issued.
4.3 Election. The president, the treasurer and the secretary shall be elected
annually by the Trustees. Other officers, if any, may be elected or appointed by
the Trustees at any time.
4.4 Tenure. The president, the treasurer and the secretary shall hold office
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
other officer shall hold office at the pleasure
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of the Trustees. Each agent shall retain his or her authority at the pleasure of
the Trustees.
4.5 President. The president shall be the chief executive officer of the
Trust, and shall, subject to the control of the Trustees, have general charge
and supervision of the business of the Trust. In the absence of the chairman and
the vice-chairman, or in the event of the inability or refusal to act of both of
them, the president shall preside at meetings of the Trustees or shareholders.
4.6 Vice Presidents. In the absence of the president, or in the event of the
president's inability or refusal to act, the vice president (or in the event
there be more than one vice president, the vice presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting shall
have all the powers of the president. Any vice president shall have such other
duties and powers as shall be designated from time to time by the Trustees or
the president.
4.7 Treasurer. The treasurer shall be the chief financial and accounting
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, its books
of account and accounting records, and the preparation of its financial
statements, and shall have such duties and powers as shall be designated from
time to time by the Trustees or the president. Any assistant treasurer shall
have such duties and powers as shall be designated from time to time by the
Trustees.
4.8 Secretary. The secretary shall record all 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. Resignations and Removals
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Any Trustee, chairman, vice-chairman, officer or advisory board member may
resign at any time by delivering his or her resignation in writing to the
president, the treasurer or the secretary or to a meeting of the Trustees. The
Trustees may remove any officer or advisory board member 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, chairman, vice-chairman, officer, or advisory board member resigning,
and no officer, chair, vice-chairman, 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
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A vacancy in any office may be filled at any time by the Board of Trustees. 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.
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Section 7. Shares of Beneficial Interest
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7.1 Share Certificates. No certificates certifying the ownership of shares
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 whole 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 chairman, the president or a vice president and by the Treasurer or
secretary. Such signatures may be facsimiles if the certificate is signed by a
transfer 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.
In lieu of issuing certificates for shares, the Trustees or the transfer agent
may either issue receipts therefor or 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 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
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 and Closing Transfer Books
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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; or without fixing such record date the
Trustees may for any of such purposes close the transfer books for all or any
part of such period.
Section 9. Seal
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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
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document, instrument or other paper executed and delivered by or on behalf of
the Trust.
Section 10. Execution of Papers
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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 all transfers of securities standing in the name
of the Trust shall be 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
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Except as from time to time otherwise provided by the Trustees, the fiscal year
of the Trust shall end on December 31.
Section 12. Amendments
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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 a majority.
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