Sub-Item 77Q1(a)
AMENDMENT NO. 1
TO THE AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
SHORT-TERM INVESTMENTS TRUST
This Amendment No. 1 (the "Amendment") to the Amended and Restated
Agreement and Declaration of Trust of Short-Term Investments Trust (the
"Trust") amends, effective as of November 4, 2016, the Amended and Restated
Agreement and Declaration of Trust of the Trust dated as of October 26, 2016,
as amended (the "Agreement").
Under Section 9.7 of the Agreement, this Amendment may be executed by a
duly authorized officer of the Trust.
WHEREAS, the Trust desires to amend the Agreement to change the name of
Government TaxAdvantage Portfolio to Treasury Obligations Portfolio;
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Schedule A of the Agreement is hereby amended and restated to read in
its entirety as set forth on Exhibit 1 to this Amendment.
2. All capitalized terms are used herein as defined in the Agreement
unless otherwise defined herein. All references in the Agreement to "this
Agreement" shall mean the Agreement as amended by this Amendment.
3. Except as specifically amended by this Amendment, the Agreement is
hereby confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust,
has executed this Amendment as of November 4, 2016.
By: /s/ Xxxx X. Xxxx
------------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President
EXHIBIT 1
"SCHEDULE A
SHORT-TERM INVESTMENTS TRUST
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- -------------------------
Government & Agency Portfolio Cash Management Class
Corporate Class
Institutional Class
Personal Investment Class
Private Investment Class
Reserve Class
Resource Class
Treasury Obligations Portfolio Cash Management Class
Corporate Class
Institutional Class
Personal Investment Class
Private Investment Class
Reserve Class
Resource Class
Liquid Assets Portfolio Cash Management Class
Corporate Class
Institutional Class
Personal Investment Class
Private Investment Class
Reserve Class
Resource Class
STIC Prime Portfolio Cash Management Class
Corporate Class
Institutional Class
Personal Investment Class
Private Investment Class
Reserve Class
Resource Class
Tax-Free Cash Reserve Portfolio Cash Management Class
Corporate Class
Institutional Class
Personal Investment Class
Private Investment Class
Reserve Class
Resource Class
Treasury Portfolio Cash Management Class
Corporate Class
Institutional Class
Personal Investment Class
Private Investment Class
Reserve Class
Resource Class"
Sub-Item 77Q1(a)
AMENDED AND RESTATED
BYLAWS
OF
SHORT-TERM INVESTMENTS TRUST
A DELAWARE STATUTORY TRUST
Adopted effective October 26, 2016
Capitalized terms not specifically defined herein
shall have the meanings ascribed to them in the Trust's
Amended and Restated Agreement and Declaration of Trust (the "Agreement").
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of Short-Term
Investments Trust (the "Trust") shall be as set forth in the Certificate of
Trust.
Section 2. Other Offices. The Trust may also have offices at such other
places (including a principal office) both within and without the State of
Delaware as the Trustees may from time to time determine or the business of the
Trust may require.
ARTICLE II
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees of the Trust may hold
meetings, both regular and special, either within or without the State of
Delaware. Subject to any applicable requirements of the 1940 Act, (i) any
meeting, regular or special, of the Board of Trustees (or any committee or
sub-committee thereof) may be held by conference telephone or similar
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 and (ii) at all meetings of
the Trustees, every Trustee shall be entitled to vote by proxy, provided that
such proxy shall, before or after such meeting, be delivered to the Secretary
or other person responsible for recording the proceedings of such meeting. To
the extent permitted by the 1940 Act, a Trustee may provide any proxy through
written, electronic, telephonic, computerized, facsimile, telecommunications,
telex or by any other form of communication.
Section 2. Regular Meetings. Regular meetings of the Board of Trustees shall
be held each year, at such time and place as the Board of Trustees may
determine.
Section 3. Notice of Meetings. Notice of the time, date, and place of all
meetings of the Board of Trustees and any committee or sub-committee thereof
shall be given to each Trustee, committee member or sub-committee member, as
applicable, (i) by telephone, telex, telegram, facsimile, electronic-mail, or
other electronic mechanism to his or her home or business at least twenty-four
hours in advance of the meeting, or, in the case of a meeting called for the
purpose of considering the institution of a liquidity fee or the temporary
suspension of redemptions in accordance with Rule 2a-7 under the 1940 Act, two
hours, or (ii) in person at another meeting of the Board of Trustees or such
committee or sub-committee, as applicable, or (iii) by written notice mailed or
sent via overnight courier to his or her home or
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business address at least seventy-two hours in advance of the meeting. Notice
need not be given to any Trustee, committee member or sub-committee member who
attends a meeting of the Board of Trustees or any committee or sub-committee
thereof without objecting to the lack of notice or who signs a waiver of notice
either before or after such meeting.
Section 4. Quorum. At all meetings of the Board of Trustees and any
committee or sub-committee thereof, one-third of the Trustees then in office or
one-third of the committee members or sub-committee members (but in no event
less than two Trustees), as applicable, shall constitute a quorum for the
transaction of business. The act of a majority of the Trustees, committee
members or sub-committee members, including a majority of such Trustees,
committee members or sub-committee members who are not Interested Persons,
shall be the act of the Board of Trustees or such committee or sub-committee,
as applicable, except for any higher voting requirement as may be specifically
provided by applicable law or by the Agreement or these Bylaws. If a quorum
shall not be present at any meeting of the Board of Trustees or any committee
or sub-committee thereof, the Trustees, committee members or sub-committee
members, as applicable, present thereat may adjourn such meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. Any action that may be taken by the Board of Trustees or any
committee or sub-committee thereof by majority vote at a meeting duly called
and at which a quorum required by the Bylaws is present, may also be taken by
written consent of at least seventy-five percent (75%) of the Trustees or
members of the committee or sub-committee, as the case may be, without a
meeting, provided that the writing or writings are filed with the minutes of
proceedings of the Board or committee or sub-committee. Written consents or
waivers of the Trustees may be executed in one or more counterparts. Any
written consent or waiver may be provided and delivered to the Trust by any
means by which notice may be given to a Trustee. Subject to the requirements of
the Governing Instrument and the 1940 Act, the Trustees by Majority Trustee
Vote may delegate to any Trustee or Trustees or committee or sub-committee of
Trustees, officer or officers of the Trust or any agent of the Trust authority
to approve particular matters or take particular actions on behalf of the Trust
or any Portfolio.
Section 5. Designation, Xxxxxx, and Names of Committees; Sub-Committees;
Committee Charters.
(a) The Board of Trustees shall have at a minimum the following five
committees: (1) an Audit Committee; (2) a Governance Committee; (3) an
Investments Committee; (4) a Valuation, Distribution and Proxy Oversight
Committee; and (5) a Compliance Committee. Each such Committee shall have a
written Charter governing its membership, duties and operations, and the Board
shall designate the powers of each such Committee in its Charter. The Board of
Trustees may terminate any such Committee by an amendment to these Bylaws. The
Board of Trustees may, by resolution passed by a majority of the whole Board,
establish one or more sub-committees of each such Committee, and the
membership, duties and operations of each such sub-committee shall be set forth
in the written Charter of the applicable Committee.
(b) The Board of Trustees may, by resolution passed by a majority of the
whole Board, designate one or more additional committees, including ad hoc
committees to address specified issues, each of which may, if deemed advisable
by the Board of Trustees, have a written Charter. Each such additional
committee shall consist of two or more of the Trustees of the Trust, provided
that a majority of members of each committee shall not be Interested Persons.
The Board may designate one or more Trustees as alternate members of any such
additional committee, who may replace any absent or disqualified member at any
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meeting of such committee. Each such additional committee, to the extent
provided in the resolution and/or in such committee's Charter, if applicable,
shall have and may exercise the powers of the Board of Trustees in the
management of the business and affairs of the Trust; provided, however, that in
the absence or disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such members constitute a quorum, may unanimously
appoint another member of the Board of Trustees to act at the meeting in the
place of any such absent or disqualified member. Such additional committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Trustees and/or as set forth in the
written Charter of such committee or committees, if applicable.
Section 6. Chair; Vice Chair. The Board of Trustees shall have a Chair, who
shall be a Trustee who is not an Interested Person. The Chair shall be elected
by a majority of the Trustees, including a majority of the Trustees who are not
Interested Persons. The Board of Trustees may also have a Vice Chair, who shall
be a Trustee. The Vice Chair shall be elected by a majority of the Trustees,
including a majority of the Trustees who are not Interested Persons. The Chair
shall preside at all meetings of the Shareholders and the Board of Trustees, if
the Chair is present, and shall approve the agendas of all meetings of the
Shareholders and the Board of Trustees. The Chair shall have such other powers
and duties as shall be determined by the Board of Trustees, and shall undertake
such other assignments as may be requested by the Board of Trustees. If the
Chair shall not be present, the Vice Chair, if any, shall preside at all
meetings of the Shareholders and the Board of Trustees, if the Vice Chair is
present. The Vice Chair shall have such other powers and duties as shall be
determined by the Chair or the Board of Trustees, and shall undertake such
other assignments as may be requested by the Chair or the Board of Trustees.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers shall include a
Principal Executive Officer, a President, one or more Vice Presidents, which
may include one or more Executive Vice Presidents and/or Senior Vice Presidents
(the number thereof to be determined by the Board of Trustees), a Principal
Financial Officer, a Chief Legal Officer, a Chief Compliance Officer, a Senior
Officer, a Treasurer, a Secretary and an Anti-Money Laundering Compliance
Officer. The Board of Trustees may also in its discretion appoint Assistant
Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other
officers, agents and employees, who shall have such authority and perform such
duties as the Board may determine. The Board of Trustees may fill any vacancy
that may occur in any office. Any two offices, except for those of President
and Vice President, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument on behalf of the Trust in more
than one capacity, if such instrument is required by law or by these Bylaws to
be executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. Unless otherwise specifically determined by the
Board of Trustees, the officers shall serve at the pleasure of the Board of
Trustees. If the Board of Trustees in its judgment finds that the best
interests of the Trust will be served, the Board of Trustees may remove any
officer of the Trust at any time with or without cause. The Trustees may
delegate this power to the President (without supervision by the Trustees) with
respect to any other officer, except the Senior Officer. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Any
officer may resign from office at any time by delivering a written resignation
to the Trustees or the President. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
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Section 3. Principal Executive Officer. The Principal Executive Officer
shall be the chief executive officer of the Trust and shall generally manage
the business and affairs of the Trust. The Principal Executive Officer shall be
responsible for making the certifications required of the Trust's principal
executive officer by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and
the rules promulgated thereunder by the Securities and Exchange Commission (the
"Commission").
Section 4. President; Vice Presidents. The President and one or more Vice
Presidents, which may include one or more Executive Vice Presidents and/or
Senior Vice Presidents, shall have and exercise such powers and duties of the
Principal Executive Officer in the absence or inability to act of the Principal
Executive Officer, as may be assigned to them, respectively, by the Board of
Trustees or, to the extent not so assigned, by the Principal Executive Officer.
In the absence or inability to act of the Principal Executive Officer, the
powers and duties of the Principal Executive Officer not otherwise assigned by
the Board of Trustees or the Principal Executive Officer shall devolve first
upon the President, then upon the Executive Vice Presidents, then upon the
Senior Vice Presidents, and finally upon the Vice Presidents, all in the order
of their election. If both the Chair and the Vice Chair are absent, or if the
Chair is absent and there is no Vice Chair, the President shall, if present,
preside at all meetings of the Shareholders and the Board of Trustees.
Section 5. Principal Financial Officer. The Principal Financial Officer, who
shall also have a title of at least Vice President, shall be the chief
financial officer of the Trust and shall generally manage the financial affairs
of the Trust. The Principal Financial Officer shall be responsible for making
the certifications required of the Trust's principal financial officer by
Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and the rules
promulgated thereunder.
Section 6. Chief Legal Officer. The Chief Legal Officer, who shall also have
a title of at least Senior Vice President, shall generally manage the legal
affairs of the Trust. The Chief Legal Officer shall be responsible for
receiving up-the-ladder reports within the Trust of any evidence of material
violations of securities laws or breaches of fiduciary duty or similar
violations by the Trust, as required by Section 307 of the Xxxxxxxx-Xxxxx Act
of 2002 and the rules promulgated thereunder.
Section 7. Chief Compliance Officer. The Chief Compliance Officer, who shall
also have a title of at least Senior Vice President, shall be responsible for
administering the Trust's policies and procedures adopted pursuant to Rule
38a-1(a)(1) under the 1940 Act.
Section 8. Senior Officer. The Senior Officer, who shall also have a title
of at least Senior Vice President, shall be employed by or on behalf of the
Trust and shall have such powers and duties as are set forth in such Senior
Officer's Executive Employment Agreement.
Section 9. Treasurer. The Treasurer shall have the care and custody of the
funds and securities of the Trust and shall deposit the same in the name of the
Trust in such bank or banks or other depositories, subject to withdrawal in
such manner as these Bylaws or the Board of Trustees may determine. The
Treasurer shall, if required by the Board of Trustees, give such bond for the
faithful discharge of duties in such form as the Board of Trustees may require.
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Section 10. Secretary. The Secretary shall (a) have custody of the seal of
the Trust, if any; (b) if requested, attend meetings of the Shareholders, the
Board of Trustees, and any committees or sub-committees of Trustees; (c) keep
or cause to be kept the minutes of all meetings of Shareholders, the Board of
Trustees and any committees or sub-committees thereof, and (d) issue all
notices of the Trust. The Secretary shall have charge of the Shareholder
records and such other books and papers as the Board may direct, and shall
perform such other duties as may be incidental to the office or which are
assigned by the Board of Trustees.
Section 11. Anti-Money Laundering Compliance Officer. The Anti-Money
Laundering Compliance Officer shall have such powers and duties as are set
forth in the Anti-Money Laundering Program adopted by the Trust pursuant to the
USA PATRIOT Act of 2001 and the rules promulgated thereunder, as such Program
may be amended from time to time.
Section 12. Assistant Officers. Assistant officers, which may include one or
more Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers,
shall perform such functions and have such responsibilities as the Board of
Trustees may assign to them or, to the extent not so assigned, by the
President, Vice President(s), Secretary or Treasurer, as applicable.
Section 13. Surety Bond. The Trustees may require any officer or agent of
the Trust to execute a bond (including, without limitation, any bond required
by the 1940 Act and the rules and regulations of the Commission) to the Trust
in such sum and with such surety or sureties as the Trustees may determine,
conditioned upon the faithful performance of his or her duties to the Trust,
including responsibility for negligence and for the accounting of any of the
Trust's property, funds, or securities that may come into his or her hands.
Section 14. Authorized Signatories. Unless a specific officer is otherwise
designated in these Bylaws or in a resolution adopted by the Board of Trustees,
the proper officers of the Trust for executing agreements, documents and
instruments other than Internal Revenue Service forms shall be the Principal
Executive Officer, the President, any Vice President, the Principal Financial
Officer, the Chief Legal Officer, the Chief Compliance Officer, the Senior
Officer, the Treasurer, the Secretary, the Anti-Money Laundering Compliance
Officer, any Assistant Vice President, any Assistant Treasurer or any Assistant
Secretary. Unless a specific officer is otherwise designated in these Bylaws or
in a resolution adopted by the Board of Trustees, the proper officers of the
Trust for executing any and all Internal Revenue Service forms shall be the
Principal Executive Officer, the President, any Vice President, the Principal
Financial Officer, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary.
ARTICLE IV
MEETINGS OF THE SHAREHOLDERS
Section 1. Purpose. All meetings of the Shareholders for the election of
Trustees shall be held at such place as may be fixed from time to time by the
Trustees, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Trustees and stated in the
notice indicating that a meeting has been called for such purpose. Meetings of
the Shareholders may be held for any purpose determined by the Trustees and may
be held at such time and place, within or without the State of Delaware as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof. At all meetings of the Shareholders, every Record Owner
entitled to vote on a matter to be voted on
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by such Shares shall be entitled to vote on such matter at such meeting either
in person or by written proxy signed by the Record Owner or by his duly
authorized attorney in fact. A Record Owner may duly authorize such attorney in
fact through written, electronic, telephonic, computerized, facsimile,
telecommunication, telex or oral communication or by any other form of
communication.
Section 2. Nomination of Trustees.
(a) Any Shareholder may submit names of individuals to be considered by
the Governance Committee or the Board of Trustees for election as trustees of
the Trust, as applicable, provided, however, (i) that such person submits such
names in a timely manner as set out in Section 2 of Article V hereof, (ii) that
such person was a shareholder of record at the time of submission of such names
and is entitled to vote at the meeting, and (iii) that the Governance Committee
or the Board of Trustees, as applicable, shall make the final determination of
persons to be nominated.
(b) The process and procedures for the nomination of persons for
election or appointment as trustees of the Trust by the Trustees shall be set
forth in the written Charter for the Governance Committee of the Board of
Trustees.
Section 3. Election of Trustees. All meetings of the Shareholders for the
purpose of electing Trustees shall be held on such date and at such time as
shall be designated from time to time by the Trustees and stated in the notice
of the meeting, at which the Shareholders shall elect by a plurality vote any
number of Trustees as the notice for such meeting shall state are to be
elected, and transact such other business as may properly be brought before the
meeting in accordance with Section 1 of this Article IV.
Section 4. Annual Meetings. There shall be no annual meetings of the
Shareholders for the election of Trustees or the transaction of any other
business except as required by the 1940 Act or other applicable federal law. In
the event any annual meeting of the Shareholders is to be held, it shall be
held at the principal executive office of the Trust or as otherwise determined
by the Board of Trustees.
Section 5. Special Meetings. Special meetings of the Shareholders shall be
held as provided herein or in the Agreement or as otherwise required by the
1940 Act or other applicable federal law. Except as required by federal law
including the 1940 Act, the Shareholders shall not be entitled to call, or to
have the Secretary call, special meetings of the Shareholders. To the extent
required by federal law including the 1940 Act, special meetings of the
Shareholders shall be called by the Secretary upon the request of the
Shareholders owning Shares representing at least the percentage of the total
combined votes of all Shares of the Trust issued and outstanding required by
federal law including the 1940 Act, provided that (a) such request shall state
the purposes of such meeting and the matters proposed to be acted on, and
(b) the Shareholders requesting such meeting shall have paid to the Trust the
reasonably estimated cost of preparing and mailing the notice thereof, which
the Secretary shall determine and specify to such Shareholders.
Section 6. Notice of Meetings. Written notice of a special meeting stating
the place, date, and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be given not less than ten days before the date of
the meeting, to each Shareholder entitled to vote at such meeting in accordance
with Article V hereof. No notice of any meeting need be given to any
Shareholder who attends such meeting in person or to any Shareholder who
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waives notice of such meeting (which waiver shall be filed with the records of
such meeting), whether before or after the time of the meeting. In the absence
of fraud, any irregularities in the notice of any meeting or the nonreceipt of
any such notice by any of the Shareholders shall not invalidate any action
otherwise properly taken at any such meeting.
Section 7. Conduct of Special Meeting. Business transacted at any special
meeting of the Shareholders shall be limited to (i) the purpose stated in the
notice and (ii) the adjournment of such special meeting with regard to such
stated purpose.
Section 8. Quorum. The holders of one-third of the Outstanding Shares
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by applicable law or by the Agreement.
Notwithstanding the preceding sentence, with respect to any matter which by
applicable law or by the Agreement requires the separate approval of one or
more Classes or Portfolios, the holders of one-third of the Outstanding Shares
of each such Class or Portfolio (or of such Classes or Portfolios voting
together as a single class) entitled to vote on the matter shall constitute a
quorum. If, however, such quorum shall not be present or represented at any
meeting of the Shareholders, the vote of the holders of a majority of Shares
cast shall have power to adjourn the meeting from time to time in accordance
with Article IV, Section 16 hereof, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 9. Organization of Meetings.
(a) The meetings of the Shareholders shall be presided over by the
Chair, or if the Chair shall not be present, by the Vice Chair, if any, or if
the Vice Chair shall not be present or if there is no Vice Chair, by the
President, or if the President shall not be present, by a Vice President, or if
no Vice President is present, by a chair appointed for such purpose by the
Board of Trustees or, if not so appointed, by a chair appointed for such
purpose by the officers and Trustees present at the meeting. The Secretary of
the Trust, if present, shall act as secretary of such meetings, or if the
Secretary is not present, an Assistant Secretary of the Trust shall so act, and
if no Assistant Secretary is present, then a person designated by the Secretary
of the Trust shall so act, and if the Secretary has not designated a person,
then the meeting shall elect a secretary for the meeting.
(b) The Board of Trustees of the Trust shall be entitled to make such
rules and regulations for the conduct of meetings of the Shareholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Trustees, if any, the chair of the meeting shall
have the right and authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of such chair, are
necessary, appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing: an agenda or order of business for
the meeting; rules and procedures for maintaining order at the meeting and the
safety of those present; limitations on participation in such meeting to
shareholders of record of the Trust and their duly authorized and constituted
proxies, and such other persons as the chair shall permit; restrictions on
entry to the meeting after the time fixed for the commencement thereof;
limitations on the time allotted to questions or comments by participants; and
regulation of the opening and closing of the polls for balloting on matters
which are to be voted on by ballot, unless and to the extent the Board of
Trustees or the chair of the meeting determines that meetings of the
Shareholders shall not be required to be held in accordance with the rules of
parliamentary procedure.
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Section 10. Voting Standard. When a quorum is present at any meeting, the
vote of the holders of a majority of the Shares cast shall decide any question
brought before such meeting, unless the question is one on which, by express
provision of applicable law, the Agreement, these Bylaws, or applicable
contract, a different vote is required, in which case such express provision
shall govern and control the decision of such question.
Section 11. Voting Procedure. Each whole Share shall be entitled to one
vote, and each fractional Share shall be entitled to a proportionate fractional
vote. On any matter submitted to a vote of the Shareholders, all Shares shall
be voted together, except when required by applicable law or when the Trustees
have determined that the matter affects the interests of one or more Portfolios
(or Classes), then only the Shareholders of such Portfolios (or Classes) shall
be entitled to vote thereon.
Section 12. Action Without Meeting. Unless otherwise provided in the
Agreement or applicable law, any action required to be taken at any meeting of
the Shareholders, or any action which may be taken at any meeting of the
Shareholders, may be taken without a meeting, without prior notice and without
a vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of Outstanding Shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all Shares entitled to vote thereon were present and voted.
Prompt notice of the taking of any such action without a meeting by less than
unanimous written consent shall be given to those Shareholders who have not
consented in writing.
Section 13. Broker Non-Votes. At any meeting of the Shareholders the Trust
will consider broker non-votes as present for purposes of determining whether a
quorum is present at the meeting. Xxxxxx non-votes will not count as votes cast
for or against any proposals.
Section 14. Abstentions. At any meeting of the Shareholders the Trust will
consider abstentions as present for purposes of determining whether a quorum is
present at the meeting. Abstentions will not count as votes cast for or against
any proposals.
Section 15. Record Date for Shareholder Meetings and Consents. In order that
the Trustees may determine the Shareholders entitled to notice of or to vote at
any meeting of the Shareholders or any adjournment thereof, or to express
consent to action in writing without a meeting, the Board of Trustees may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Trustees, and
which record date shall not be more than ninety nor less than ten days before
the original date upon which the meeting of the Shareholders is scheduled, nor
more than ten days after the date upon which the resolution fixing the record
date is adopted by the Board of Trustees for action by shareholder consent in
writing without a meeting. A determination of shareholders of record entitled
to notice of or to vote at a meeting of the Shareholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Trustees may
fix a new record date for the adjourned meeting so long as notice of the
adjournment and the new record and meeting dates are given to the Shareholders.
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Section 16. Postponements and Adjournments. Prior to the date upon which any
meeting of Shareholders is to be held, the Board of Trustees may postpone such
meeting one or more times for any reason by giving notice to each Shareholder
entitled to vote at the meeting so postponed of the place, date and hour at
which such meeting will be held. Such notice shall be given not fewer than two
(2) days before the date of such meeting and otherwise in accordance with
Article V. A meeting of the Shareholders convened on the date for which it was
called may be adjourned from time to time without further notice to the
Shareholders to a date not more than 120 days after the original record date. A
meeting of the Shareholders may not be adjourned for more than 120 days after
the original record date for such meeting without giving the Shareholders
notice of the adjournment and the new meeting date. Except as otherwise set
forth in Article IV, Section 8 hereof, the vote of the holders of one-third of
the Shares cast shall be required in order to adjourn a meeting of the
Shareholders with regard to a particular proposal scheduled to be voted on at
such meeting or to adjourn such meeting entirely.
Section 17. Voting - Proxies. At all meetings of the Shareholders, every
Shareholder of record entitled to vote thereat shall be entitled to vote either
in person or by proxy, which term shall include proxies provided by such
Shareholder, or his duly authorized attorney, through written, electronic,
telephonic, computerized, facsimile, telecommunications, telex or oral
communication or by any other form of communication, each pursuant to such
voting procedures and through such systems as are authorized by the Board of
Trustees or any officer of the Trust. Proxies may be solicited in the name of
one or more Trustees or one or more officers of the Trust.
Unless the proxy provides otherwise, it shall not be valid for more than
eleven (11) months before the date of the meeting. All proxies shall be
delivered to the secretary or other person responsible for recording the
proceedings before being voted. A valid proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) revoked by the
person executing it before the vote pursuant to that proxy is taken (a) by a
writing delivered to the Trust stating that the proxy is revoked, (b) by a
subsequent proxy executed by such person, (c) attendance at the meeting and
voting in person by the person executing that proxy, or (d) revocation by such
person using any electronic, telephonic, computerized or other alternative
means authorized by the Trustees for authorizing the proxy to act; or
(ii) written notice of the death or incapacity of the maker of that proxy is
received by the Trust before the vote pursuant to that proxy is counted. Unless
revoked, any proxy given in connection with a postponed or adjourned meeting
for which a new record date is fixed shall continue to be valid so long as the
Shareholder giving such proxy is a Shareholder of record on such new such
record date.
A proxy with respect to Xxxxxx held in the name of two or more persons shall
be valid if executed by one of them unless at or prior to exercise of such
proxy the Trust receives a specific written notice to the contrary from any one
of them in which case such proxy shall not be valid and no vote shall be
received in respect of such Shares unless all persons holding such Shares shall
agree on their manner of voting. Unless otherwise specifically limited by their
terms, proxies shall entitle the Shareholder to vote at any adjournment of a
Shareholders' meeting.
Section 18. Concerning Validity of Proxies, Ballots, Etc. At every meeting
of the Shareholders, all proxies shall be received and taken in charge of and
all ballots shall be received and canvassed by the secretary of the meeting,
who shall decide all questions touching the qualification of voters, the
validity of proxies, and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed as provided below in this
section, in which event such inspectors of election shall decide all such
questions.
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A proxy purporting to be executed by or on behalf of a Shareholder shall be
deemed valid unless challenged at or prior to its exercise, and the burden of
proving invalidity shall rest on the challenger. Subject to the provisions of
the Delaware Act, the Agreement, or these By-laws, the General Corporation Law
of the State of Delaware relating to proxies, and judicial interpretations
thereunder, shall govern all matters concerning the giving, voting or validity
of proxies, as if the Trust were a Delaware corporation and the Shareholders
were stockholders of a Delaware corporation.
At any election of Trustees, the Board of Trustees prior thereto may, or, if
they have not so acted, the chairman of the meeting may, appoint one or more
inspectors of election who shall first subscribe an oath or affirmation to
execute faithfully the duties of inspector at such election with strict
impartiality and according to the best of their ability, and shall after the
election make a certificate of the result of the vote taken. No candidate for
the office of Trustee shall be appointed as an inspector.
The chairman of the meeting may cause a vote by ballot to be taken upon any
election or matter, and, to the extent required by federal law including the
1940 Act, but only to such extent, such vote shall be taken upon the request of
the Shareholders owning Shares representing ten percent (10%) or more of the
total combined votes of all Shares of the Trust issued and outstanding and
entitled to vote on such election or matter.
ARTICLE V
NOTICES
Section 1. Methods of Giving Notice. Whenever, under the provisions of
applicable law or of the Agreement or of these Bylaws, notice is required to be
given to any Trustee or Shareholder, it shall not, unless otherwise provided
herein, be construed to mean personal notice, but such notice may be given
orally in person, or by telephone (promptly confirmed in writing) or in
writing, by mail addressed to such Trustee at his or her last given address or
to such Shareholder at his address as it appears on the records of the Trust,
with postage thereon prepaid, and such notice shall be deemed to be given at
the time when the same shall be deposited in the United States mail. Notice to
Trustees or members of a committee or sub-committee may also be given by telex,
telegram, facsimile, electronic-mail or via overnight courier. If sent by telex
or facsimile, notice to a Trustee or member of a committee or sub-committee
shall be deemed to be given upon transmittal; if sent by telegram, notice to a
Trustee or member of a committee or sub-committee shall be deemed to be given
when the telegram, so addressed, is delivered to the telegraph company; if sent
by electronic-mail, notice to a Trustee or member of a committee or
sub-committee shall be deemed to be given and shall be presumed valid when the
Trust's electronic-mail server reflects the electronic-mail message as having
been sent; and if sent via overnight courier, notice to a Trustee or member of
a committee or sub-committee shall be deemed to be given when delivered against
a receipt therefor.
Section 2. Annual Meeting Notice Requirements for Nominations and Proposals
by Shareholders.
(a) For nominations or other business to be properly brought before any
annual meeting by a Shareholder, the Shareholder must have given timely notice
thereof in writing to the Secretary of the Trust and such other business must
otherwise be a proper matter for action by Shareholders. To be timely, a
Shareholder's notice shall be delivered to the Secretary at the principal
executive offices of the Trust not later than the close of business on
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the 90th day, nor earlier than the close of business on the 120th day, prior to
the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is advanced by
more than 30 days or delayed by more than 60 days from such anniversary date or
if the Trust did not hold an annual meeting in the previous year, notice by the
Shareholder to be timely must be so delivered not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of
such meeting is first made by the Trust. In no event shall the public
announcement of a postponement or adjournment of an annual meeting to a later
date or time commence a new time period for the giving of a Shareholder's
notice as described above. Such Shareholder's notice shall set forth (A) as to
each person whom the Shareholder proposes to nominate for election or
reelection as a Trustee all information relating to such person that is
required to be disclosed in solicitations of proxies for election of Trustees
in an election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a Trustee if elected); (B) as to
any other business that the Shareholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such Shareholder and of the beneficial owner, if any, on
whose behalf the proposal is made; and (C) as to the Shareholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made, (i) the name and address of such Shareholder, as they appear
on the Trust's books, and of such beneficial owner and (ii) the number of
shares of each Class of Shares of the Portfolio which are owned beneficially
and of record by such Shareholder and such beneficial owner.
(b) Notwithstanding anything in the second sentence of paragraph (a) of
this Section 2 to the contrary, in the event that the number of Trustees to be
elected to the Board of Trustees is increased and there is no public
announcement by the Trust naming all of the nominees for Trustee or specifying
the size of the increased Board of Trustees at least 100 days prior to the
first anniversary of the preceding year's annual meeting, a Shareholder's
notice required by this Section 2 shall also be considered timely, but only
with respect to nominees for any new positions created by such increase, if it
shall be delivered to the Secretary at the principal executive offices of the
Trust not later than the close of business on the tenth day following the day
on which such public announcement is first made by the Trust.
Section 3. Special Meeting Notice Requirement for Nominations and Proposals
by Shareholders. Only such business shall be conducted at a special meeting of
the Shareholders as shall have been brought before the meeting pursuant to the
Trust's notice of meeting. Nominations of persons for election to the Board of
Trustees may be made at a special meeting of the Shareholders at which Trustees
are to be elected (A) pursuant to the Trust's notice of meeting, (B) by or at
the direction of the Board of Trustees or (C) provided that the Board of
Trustees has determined that Trustees shall be elected at such special meeting,
by any Shareholder of the Trust who is a Shareholder of record both at the time
of giving of notice provided for in Section 2(a) of this Article V and at the
time of the special meeting, who is entitled to vote at the meeting and who
complied with the notice procedures set forth in Section 2(a) of this Article
V. In the event the Trust calls a special meeting of the Shareholders for the
purpose of electing one or more Trustees to the Board of Trustees, any such
Shareholder may nominate a person or persons (as the case may be) for election
to such position as specified in the Trust's notice of meeting, if the
Shareholder's notice containing the information required by this Section 2(a)
shall be delivered to the Secretary at the principal executive offices of the
Trust
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not earlier than the close of business on the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the tenth day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Trustees to be elected at such meeting. In no
event shall the public announcement of a postponement or adjournment of a
special meeting to a later date or time commence a new time period for the
giving of a Shareholder's notice as described above.
Section 4. Written Waiver. Whenever any notice is required to be given under
the provisions of applicable law or of the Agreement or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE VI
CERTIFICATES OF SHARES AND SHARE OWNERSHIP
Section 1. Share Ownership and Transfer of Shares. All Shares issued by the
Trust shall be uncertificated, and any certificates previously issued with
respect to any Shares are deemed to be cancelled without any requirement for
surrender to the Trust. The Trustees shall make such rules as they consider
appropriate for the transfer of Shares and similar matters. With respect to any
Shares for which a certificate was previously issued and remains outstanding,
upon receipt of any request for transfer of Shares evidenced by a share
certificate upon surrender to the Trust or the transfer agent of the Trust of
such certificate for Shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Trust shall cancel the old
certificate and record the transaction and the ownership of uncertificated
Shares upon its books. No Shareholder shall have the right to demand or require
that a certificate be issued to him, her or it.
Section 2. Shareholder Book. The Trust shall keep or cause to be kept a
Shareholder book, which may be maintained by means of computer systems,
containing the names, alphabetically arranged, of all persons who are
shareholders of the Trust, showing their places of residence, the number and
Class of any Shares held by them, respectively, and the dates when they became
the record owners thereof.
Section 3. Registered Shareholders. The ownership of Shares shall be
recorded on the books of the Trust or a transfer or similar agent for the
Trust, which books shall contain the names and addresses of the Shareholders
and the Shares held by each Shareholder. The record books of the Trust as kept
by the Trust or any transfer or similar agent, as the case may be, shall be
conclusive as to the identity of the Shareholders of each Portfolio and Class
and as to the number of Shares of the Trust and of each Portfolio and Class
held from time to time by each Shareholder. The Trust shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of Shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim of interest in such Share or
Shares on the part of any other person, whether or not it shall have express or
other notice hereof. No Shareholder shall be entitled to receive payment of any
distribution or to have notice given to such Shareholder of any meeting or
other action in respect of the Trust or any Portfolio or Class until such
Shareholder has given its address and such other information as shall be
required to such officer or agent of the Trust or such Portfolio or Class as
shall keep the record books of the Trust or such Portfolio or Class for entry
thereof.
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Section 4. Record Date for Receiving Dividends and Other Actions. In order
that the Trustees may determine the Shareholders entitled to receive payment of
any dividend or other distribution of allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of Shares
or for the purpose of any other lawful action, the Board of Trustees may fix a
record date, which record date (i) shall be set forth in the resolution or
resolutions authorizing the payment of such dividend or other lawful action and
(ii) shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Trustees.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Seal. The Board of Trustees may provide that the Trust have a
business seal. The business seal shall have inscribed thereon the name of the
statutory trust, the state of its organization, the year of its organization
and the words "Business Trust" or "Statutory Trust." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced, including placing the word "[SEAL]" adjacent to the
signature of the person authorized to sign a document on behalf of the Trust.
Any officer or Trustee of the Trust shall have authority to affix the seal of
the Trust to any document requiring the same.
Section 2. Severability. The provisions of these Bylaws are severable. If
any provision hereof shall be held invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall attach only to such
provision only in such jurisdiction and shall not affect any other provision of
these Bylaws.
Section 3. Headings. Headings are placed in these Bylaws for convenience of
reference only and in case of any conflict, the text of these Bylaws rather
than the headings shall control.
ARTICLE VIII
INDEMNIFICATION
Section 1. Indemnification.
(a) To the maximum extent permitted by law, the Trust (or applicable
Portfolio) shall indemnify any person who was or is a party or is threatened to
be made a party to, or is involved as a witness in, any proceeding (other than
a proceeding by or in the right of the Trust or a Portfolio) by reason of the
fact that such person is or was a Covered Person, against expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such proceeding.
(b) To the maximum extent permitted by law, the Trust (or applicable
Portfolio) shall indemnify any person who was or is a party or is threatened to
be made a party to, or is involved as a witness in, any proceeding by or in the
right of the Trust (or such Portfolio) to procure a judgment in its favor by
reason of the fact that such person is or was a Covered Person, against
expenses actually and reasonably incurred by that person in connection with the
defense or settlement of such proceeding.
(c) Notwithstanding any provision to the contrary contained herein, no
Covered Person shall be indemnified for any expenses, judgments, fines, amounts
paid in settlement, or other liability or loss arising by reason of disabling
conduct. The termination of any proceeding by conviction, or a plea of NOLO
CONTENDERE or its equivalent, or an entry of an order of probation prior to
judgment, creates a rebuttable presumption that the person engaged in disabling
conduct.
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Section 2. Advance Payment of Indemnification Expenses. To the maximum
extent permitted by law, the Trust or applicable Portfolio shall advance to any
person who was or is a party or is threatened to be made a party to, or is
involved as a witness in, any proceeding by reason of the fact that such person
is or was a Trustee or officer of the Trust the expenses actually and
reasonably incurred by such person in connection with the defense of such
proceeding in advance of its final disposition. To the maximum extent permitted
by law, the Trust or applicable Portfolio may advance to any person who was or
is a party or is threatened to be made a party to any proceeding by reason of
the fact that such person is or was a Covered Person (other than a Trustee or
officer of the Trust) the expenses actually and reasonably incurred by such
person in connection with the defense of such proceeding in advance of its
final disposition. Notwithstanding any provision to the contrary contained
herein, the Trust shall not advance expenses to any Covered Person (including a
Trustee or officer of the Trust) unless:
(a) the Trust or applicable Portfolio has received an undertaking by or
on behalf of such Covered Person that the amount of all expenses so advanced
will be paid over by such person to the Trust or applicable Portfolio unless it
is ultimately determined that such person is entitled to indemnification for
such expenses; and
(b) (i) such Covered Person shall have provided appropriate security for
such undertaking, or (ii) such Covered Person shall have insured the Trust or
applicable Portfolio against losses arising out of any such advance payments,
or (iii) either (1) the Trustees, by the vote of a majority of a quorum of
qualifying Trustees, or (2) independent legal counsel in a written opinion,
shall have determined, based upon a review of readily available facts (as
opposed to a full trial-type inquiry) that there is reason to believe that such
Covered Person ultimately will be found entitled to indemnification.
Section 3. Determination of Entitlement to Indemnification. Any
indemnification required or permitted under this Article VIII (unless ordered
by a court) shall be made by the Trust or applicable Portfolio only as
authorized in the specific case upon a reasonable determination, based upon a
review of the facts, that the Covered Person is entitled to indemnification
because (i) he or she is not liable by reason of disabling conduct, or (ii) in
cases where there is no liability, he or she has not engaged in disabling
conduct. Such determination shall be made by (i) the vote of a majority of a
quorum of qualifying Trustees; or (ii) if there are no such Trustees, or if
such Trustees so direct, by independent legal counsel in a written opinion.
Notwithstanding anything to the contrary in Section 2 of this Article VIII, if
a determination that a Covered Person engaged in disabling conduct is made in
accordance with this Section 3, no further advances of expenses shall be made,
and all prior advances, and insurance premiums paid for by the Trust, if
applicable, must be repaid.
Section 4. Contract Rights. With respect to any person who was or is a party
or is threatened to be made a party to, or is involved as a witness in, any
proceeding by reason of the fact that such person is or was a Covered Person,
the rights to indemnification conferred in Section 1 of this Article VIII, and
with respect to any person who was or is a party or is threatened to be made a
party to, or is involved as a witness in, any proceeding by reason of the fact
that such person is or was a Trustee or officer of the Trust, the advancement
of expenses conferred in Section 2 of this Article VIII shall be contract
rights. Any amendment,
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repeal, or modification of, or adoption of any provision inconsistent with,
this Article VIII (or any provision hereof) shall not adversely affect any
right to indemnification or advancement of expenses granted to any such person
pursuant hereto with respect to any act or omission of such person occurring
prior to the time of such amendment, repeal, modification, or adoption
(regardless of whether the proceeding relating to such acts or omissions is
commenced before or after the time of such amendment, repeal, modification, or
adoption). Any amendment or modification of, or adoption of any provision
inconsistent with, this Article VIII (or any provision hereof), that has the
effect of positively affecting any right to indemnification or advancement of
expenses granted to any such person pursuant hereto, shall not apply
retroactively to any person who was not serving as a Trustee, officer, employee
or agent of the Trust at the time of such amendment, modification or adoption.
Section 5. Claims.
(a) If (X) a claim under Section 1 of this Article VIII with respect to
any right to indemnification is not paid in full by the Trust or applicable
Portfolio within sixty days after a written demand has been received by the
Trust or applicable Portfolio or (Y) a claim under Section 2 of this Article
VIII with respect to any right to the advancement of expenses is not paid in
full by the Trust or applicable Portfolio within thirty days after a written
demand has been received by the Trust or applicable Portfolio, then the Covered
Person seeking to enforce a right to indemnification or to an advancement of
expenses, as the case may be, may at any time thereafter bring suit against the
Trust or applicable Portfolio to recover the unpaid amount of the claim.
(b) If successful in whole or in part in any suit brought pursuant to
Section 5(a) of this Article VIII, or in a suit brought by the Trust or
applicable Portfolio to recover an advancement of expenses (whether pursuant to
the terms of an undertaking or otherwise), the Covered Person seeking to
enforce a right to indemnification or an advancement of expenses hereunder or
the Covered Person from whom the Trust or applicable Portfolio sought to
recover an advancement of expenses, as the case may be, shall be entitled to be
paid by the Trust or applicable Portfolio the reasonable expenses (including
attorneys' fees) of prosecuting or defending such suit.
Section 6. Definitions. For purposes of this Article VIII: (a) references to
"Trust" include any domestic or foreign predecessor entity of this Trust in a
merger, consolidation, or other transaction in which the predecessor's
existence ceased upon consummation of the transaction; (b) the term "disabling
conduct" means willful misfeasance, bad faith, gross negligence, or the
reckless disregard of the duties involved in the conduct of the Covered
Person's office with the Trust or applicable Portfolio; (c) the term "expenses"
includes, without limitations, attorneys' fees; (d) the term "proceeding" means
any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative; and (e) the term "qualifying
Trustee" means any Trustee who is not an interested person (as defined in the
1940 Act) of the Trust and is not a party to the proceeding.
ARTICLE IX
VOTING OF SECURITIES
Section 1. Voting of Securities. Unless otherwise ordered by the Board of
Trustees, the Principal Executive Officer, the President or any Vice President
shall have full power and authority on behalf of the Trust to attend and to act
and to vote, or in the name of the Trust to execute proxies to vote, at any
meeting of shareholders of any company in which the Trust may
15
hold stock. At any such meeting such officer shall possess and may exercise (in
person or by proxy) any and all rights, powers and privileges incident to the
ownership of such stock. The Board of Trustees may by resolution from time to
time confer like powers upon any other person or persons.
ARTICLE X
AMENDMENTS
Section 1. Amendments. These Bylaws may be altered or repealed by the
Trustees without the vote or approval of the Shareholders.
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