XXXXXX ASSOCIATES INVESTMENT TRUST
BYLAWS
[as amended through January 17, 2001]
SECTION 1
AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE
1.1 AGREEMENT AND DECLARATION OF TRUST. These Bylaws shall be subject
to the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of Xxxxxx Associates Investment 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 in Chicago, Illinois.
SECTION 2
SHAREHOLDERS
2.1 SHAREHOLDER MEETINGS. A 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 of the board, by the president or, if the Trustees,
the chairman of the board 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 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. [amended 9/9/97 and 1/17/01]
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. [amended 9/9/97 and
1/17/01]
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 at least seven days before the meeting to each shareholder
entitled to vote thereat 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. 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.
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. The
placing of a shareholder's name on a proxy pursuant to telephone or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such shareholder shall constitute execution of such proxy by or on behalf of
such shareholder. 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.
[amended 7/18/00]
SECTION 3
TRUSTEES
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. The Trustees may appoint an advisory board to consist of not less than
two nor more than five members. The members of the advisory board shall be
compensated in such manner as the Trustees may determine and shall confer with
and advise the Trustees regarding the investments and other affairs of the
Trust. Each member of the advisory board shall hold office until the first
meeting of the Trustees following the next meeting of the shareholders and until
his or her successor is elected 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 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.
3.3 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 board or the president 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. [amended 9/9/97 and 1/17/01]
3.4 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 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
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him or her. Neither notice of a meeting nor a waiver of a notice need specify
the purposes of the meeting.
3.5 QUORUM. At any meeting of the Trustees a majority of the Trustees
then in office shall constitute a quorum; provided, however, a quorum shall not
be less that 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. [amended 9/21/93]
3.6 ELIGIBILITY TO SERVE. No person shall be appointed or elected to
serve as a Trustee after attaining the age of 65 years. Any Trustee shall retire
as a Trustee as of the end of the calendar year in which the Trustee attains the
age of 70 years. [adopted 6/15/93; amended 1/17/01]
3.7 NOMINATION OF NON-INTERESTED TRUSTEES. No Trustee who is an
"interested person" of the Trust within the meaning of the Investment Company
Act of 1940 shall vote for the nomination of any person for election as a
Trustee. [adopted 1/17/01]
SECTION 4
OFFICERS AND AGENTS
4.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
president, an executive vice 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. [amended 9/21/93, 9/9/97 and 1/17/01]
4.2 POWERS. Subject to the other provisions of these Bylaws, each
officer shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly incident
to 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 prospectus and with such general or specific instructions
as the Trustees may from time to time have issued.
4.3 ELECTION. The president, the executive vice 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.
[amended 9/21/93, 9/9/97 and 1/17/01]
4.4 TENURE. The president, the executive vice 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 of
the Trustee. Each agent shall retain his or her authority at the pleasure of the
Trustees. [amended 9/21/93, 9/9/97 and 1/17/01]
4.5 PRESIDENT. The president (a) shall be the chief executive and chief
operating officer of the Trust; (b) except as may otherwise be provided by the
Board of Trustees, in the
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absence of the chairman of the board, shall preside at all meetings of the Board
of Trustees and shareholders; and (c) shall have general and active management
of the business of the Trust and shall see that all orders and resolutions of
the Board of Trustees are carried into effect. The president shall also have
such other duties and powers as shall be designated from time to time by the
Trustees. [amended 9/9/97 and 1/17/01]
4.6 VICE PRESIDENTS. In the absence of the president, or in the event
of the president's inability or refusal to act, the executive vice president, or
in the absence of the president, or in the event of the executive vice
president's inability or refusal to act, the vice president (or if 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 also have such other duties and powers as
shall be designated from time to time by the Trustees or the president.
[amended 9/21/93, 9/9/97 and 1/17/01]
4.7 TREASURER AND ASSISTANT TREASURER. The treasurer shall be the chief
financial and accounting officer of the Trust, shall be responsible for
preparation of financial statements of the Trust and, subject to any arrangement
made by the Trustees with a bank or trust company or other organization as
custodian or transfer or shareholder services agent, shall be in charge of its
valuable papers and its books of account and accounting records. The treasurer
shall also have such other duties and powers as shall be designated from time to
time by the Trustees, the president or the vice president-finance. In the
absence of the treasurer, if there is an assistant treasurer the assistant
treasurer shall perform the duties of the treasurer and when so acting shall
have the powers of the treasurer. The assistant treasurer shall also have such
other duties and powers as shall be designated from time to time by the
Trustees, the president, the vice president-finance or the treasurer. [amended
9/21/93, 9/9/97 and 1/17/01]
4.8 SECRETARY AND ASSISTANT 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.
[amended 9/9/97]
SECTION 5
RESIGNATIONS AND REMOVALS
Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the chairman of the board, the
president, the executive vice president, the treasurer or the secretary or to a
meeting of the Trustees. The Trustees may remove any officer elected by them
with or without cause by the vote of a majority of the Trustees then in office.
Except to the extent expressly provided in a written agreement with the Trust,
no Trustee, officer, or advisory board member resigning, and no officer or
advisory board member removed, shall have any right to any compensation for any
period following his or her resignation or removal, or any right to damages on
account of such removal. [amended 9/9/97 and 1/17/01]
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SECTION 6
VACANCIES
A vacancy in any office may be filled at any time. Each successor shall
hold office for the unexpired term, and in the case of the president, the
treasurer and the secretary, until his or her successor is chosen and qualified,
or in each case until he or she sooner dies, resigns, is removed or becomes
disqualified. [amended 9/9/97 and 1/17/01]
SECTION 7
SHARES OF BENEFICIAL INTEREST
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 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 secretary, treasurer or
an assistant secretary or 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 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. [amended 9/21/93, 9/9/97 and 1/17/01]
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
or shares in the Trust.
SECTION 8
RECORD DATE AND CLOSING TRANSFER BOOKS
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
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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
The seal of the Trust shall, subject to alteration by the Trustees,
consist of a flat-faced circular die with the word "Massachusetts," together
with the name of the Trust and the year of its organization, cut or engraved
thereon; but, unless otherwise required by the Trustees, the seal shall not be
necessary to be placed on, and its absence shall not impair the validity of, any
document, instrument or other paper executed and delivered by or on behalf of
the Trust.
SECTION 10
EXECUTION OF PAPERS
Except as the Trustees may generally or in particular cases authorize
the execution thereof in some other manner, all deeds, leases, transfers,
contracts, bonds, notes, checks, drafts and other obligations made, accepted or
endorsed by the Trust shall be signed, and all transfer of securities standing
in the name of the Trust shall be executed, by the president, one of the vice
presidents or 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.
[amended 9/9/97 and 1/17/01]
SECTION 11
FISCAL YEAR
Except as from time to time otherwise provided by the Trustees, the
fiscal year of the Trust shall end on September 30. [amended 6/10/97]
SECTION 12
AMENDMENTS
These Bylaws may be amended or repealed, in whole or in part, by a
majority of the Trustees then in office at any meeting of the Trustees, or by
one or more writings signed by such a majority.
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