EXHIBIT (B2)
BY-LAWS
OF
XXXXXX XXXX INVESTMENT FUNDS
(FORMERLY BJB INVESTMENT FUNDS)
SECOND AMENDED AND RESTATED AS OF FEBRUARY 25, 2003
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 Master Trust Agreement, as from time to time in effect (the "Master Trust
Agreement"), of BJB Investment Funds (formerly BJB Global Income Fund), the
Massachusetts business trust established by the Master Trust Agreement (the
"Trust").
1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust
shall be located at Xxx Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
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 Trust, 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 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 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
purpose of the meeting.
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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 PARTICIPATION BY TELEPHONE. One or more of the Trustees or of any
committee of the Trustees may participate in a meeting thereof by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
ARTICLE 3
OFFICERS
3.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
Chairman of the Trust, a President, a Treasurer, a Secretary and such other
officers, including Vice Presidents, 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 in their discretion may appoint. The Chairman of the
Trust may but need not be a Trustee or 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. The Chairman of the Trust, 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. Vacancies in any
office may be filled at any time.
3.3 TENURE. The Chairman of the Trust, 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 and each agent shall
retain authority at the pleasure of the Trustees.
3.4 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
Master Trust Agreement 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 Trust, or, if there is none, or in the absence of a chairman,
the President, shall preside at all meetings of the shareholders and of the
Trustees. The President shall be the chief executive officer.
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3.6 TREASURER. The Treasurer shall be the chief financial and
accounting officer of the Trust, and shall, subject to the provisions of the
Master Trust Agreement 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 account
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 SECRETARY. The Secretary 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 Secretary from any meeting of the shareholders or Trustees, an assistant
secretary, or if there be none or if he or she is absent, a temporary secretary
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,
the President or the Secretary 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 office 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.
ARTICLE 4
COMMITTEES
4.1 GENERAL. The Trustees, by vote of a majority of the Trustees then
in office, may elect from their number an Executive committee or other
committees and may delegate thereof some or all of their powers except those
which by law, by the Master Trust Agreement, or by these By-Laws may not be
delegated. Except as the trustees may otherwise determine, any such committee
may make rules for the conduct or in such rules, its business shall be conducted
so far as possible in the same manner as is provided by these By-Laws for the
Trustees themselves. All members of such committees shall hold such office at
the pleasure of the Trustees. The Trustees may abolish any such committee at any
time. Any committee to which the Trustees delegate any of their power or duties
shall keep records of its meetings, and shall report its action to the Trustees.
The Trustees shall have power to rescind any action of any committee, but no
such rescission shall have retroactive effect.
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ARTICLE 5
REPORTS
5.1 GENERAL. The Trustees and officers shall render reports at the time
and in the manner required by the Master Trust Agreement or any applicable law.
Officers and Committees shall render such additional reports as they may deed
desirable or as may from time to time be required by the Trustees.
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 deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the President, any Vice President or the Treasurer and need not bear the seal of
the Trust.
ARTICLE 8
ISSUANCE OF SHARE CERTIFICATES
8.1 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 purpose 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 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
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Treasurer or Assistant Treasurer. 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 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.
8.2 LOSS OF CERTIFICATES. In 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 shall prescribe.
8.3 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.
8.4 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 shares certificates to the Trust
for cancellation. Such surrender and cancellation shall not affect the ownership
of shares in the Trust.
ARTICLE 9
CUSTODIAN
9.1 GENERAL. The Trust shall at all times employ a bank or trust
company having a capital, surplus and undivided profits of at least Two Million
Dollars ($2,000,000) as Custodian of the capital assets of the Trust. The
Custodian shall be compensated for its services by the Trust and upon such basis
as shall be agreed upon from time to time between the Trust and the Custodian.
ARTICLE 10
DEALINGS WITH TRUSTEES AND OFFICERS
Any Trustee, officer or other agent of the Trust may acquire, own and
dispose of shares of the Trust to the same extent as if he or she were not a
trustee, officer or agent; and the Trustees may accept subscriptions to share or
repurchase shares from any firm or company in which he or she is interested.
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ARTICLE 11
SHAREHOLDERS
11.1 MEETINGS. A meeting of the shareholders of the Trust shall be held
whenever called by the Trustees and whenever election of a Trustee or Trustees
by shareholders is required by the provisions of section 16(a) of the Investment
Company Act of 1940 for that purpose. The Trustees shall promptly call and give
notice of a meeting of shareholders for the purpose of voting upon removal of
any Trustees of the Trust when requested to do so in writing by shareholders
holding not less than 10% of the shares then outstanding. Meetings of
shareholders for any other purpose shall also be called by the Trustees when
requested in writing by shareholders holding at least 10% of the shares then
outstanding, or if the Trustees shall fail to call or give notice of any meeting
of shareholders for a period of 30 days after such application, then
shareholders holding at least 10% of the shares then outstanding may call and
give notice of such meeting.
11.2 RECORD DATES. For the purpose of determining the shareholders who
are entitled to vote or act at a 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 maore than 90 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or of any other distribution, as the record date for determining
the shareholders having the rigth 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 any part of such
period.
ARTICLE 12
AMENDMENTS TO THE BY-LAWS
12.1 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, or by one or more writings signed by such a majority.
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ARTICLE 13
DECLARATION OF A TRUST
The Master Trust Agreement establishing BJB Investment Funds (formerly
BJB Global Income Fund), dated April 30, 1992, a copy of which, together with
all amendments thereto, is on file in the office of the Secretary of The
Commonwealth of Massachusetts, provides that the name BJB Investment Funds
refers to the Trustees under the Master Trust Agreement collectively as
Trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of BJB Investment Funds shall be held to any personal
liability, nor shall resort be had to their private property, for the
satisfaction of any obligation or claim or otherwise, in connection with the
future affairs of BJB Investment Funds, but the Trust Estate only shall be
liable.
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