EXHIBIT 2
BY-LAWS
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OF
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Xxxxxx Xxxx Mutual Funds
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Section 1. Agreement and Declaration of Trust and Principal Office
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1.1 Agreement and Declaration of Trust. These By-Laws shall be subject to the
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Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of Xxxxxx Xxxx Mutual Funds, a Delaware 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
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located at 0 Xxxxxx Xxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000.
Section 2. Shareholders
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2.1 Shareholder Meetings. A meeting of the shareholders of the Trust or of any
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one or more series of shares may be called at any time by the Trustees, by the
president or, if the Trustees 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,
if shareholders of such series are entitled under the Declaration of Trust to
vote by individual series at such meeting, then such shareholders may call such
meeting. If the meeting is a meeting of the shareholders of one or more series,
but not a meeting of all shareholders of the Trust, then only the shareholders
of such one or more series shall be entitled to notice of and to vote at the
meeting. Each call of a meeting shall state the place, date, hour and purposes
of the meeting.
2.2 Place of Meetings. All meetings of the shareholders shall be held at the
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principal office of the Trust or at such other place within the United States as
shall be designated by the Trustees or the president of the Trust.
2.3 Notice of Meetings. A written notice of each meeting of shareholders,
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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
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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
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proxy in writing dated not more than six months before the meeting named
therein, which proxies shall be filed with the secretary or other person
responsible to record the proceedings of the meeting before being voted. Unless
otherwise specifically limited by their terms, such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting but shall not be
valid after the final adjournment of such meeting.
Section 3. Trustees
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3.1 Committees and Advisory Board. The Trustees may appoint from their number
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an executive committee and other committees. Except as the Trustees may
otherwise determine, and subject to the provisions of the Declaration of Trust,
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
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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
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and at any place designated in the call of the meeting, when called by the
president or the treasurer or by two or more Trustees, sufficient notice thereof
being given to each Trustee by the secretary or an assistant secretary or by the
officer or one of the Trustees calling the meeting.
3.4 Notice. It shall be sufficient notice to a Trustee to send notice by mail
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or electronic transmission at least seventy-two 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,
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executed by him or her before or after the meeting, is filed with the records of
the meeting, or to any Trustee who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him or her. Neither notice
of a meeting nor a waiver of a notice need specify the purposes of the meeting.
3.5 Quorum. At any meeting of the Trustees one-third of the Trustees then in
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office shall constitute a quorum; provided, however, a quorum shall not be less
than two (except at such time as there is only one Trustee). 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.
Section 4. Officers and Agents
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4.1 Enumeration; Qualification. The officers of the Trust shall be a
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president, a 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.
4.2 Powers. Subject to the other provisions of these By-Laws, each officer
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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 Delaware 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 vice president, the treasurer and the
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secretary shall be elected annually by the Trustees. Other officers, if any, may
be elected or appointed by the Trustees at any time.
4.4 Tenure. The president, the vice president, the treasurer and the secretary
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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.
4.5 President. The president shall be the chief executive officer of the
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Trust. Subject to the control of the Board of Trustees, the president shall in
general supervise the business and affairs of the Trust and shall see that the
resolutions and directions of the
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Board of Trustees are carried into effect except when that responsibility is
specifically assigned to some other person by the Board of Trustees. In general,
the president shall perform all duties incident to the office of President and
such other duties as from time to time may be prescribed by the Board of
Trustees. The president shall preside at all meetings of the shareholders and of
the Trustees at which he or she is present, except as otherwise voted by the
Trustees.
4.6 Vice President. In the absence of the president or in the event of his
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inability or refusal to act, the vice president shall perform the duties of the
president. The vice president shall perform such other duties as from time to
time may be prescribed by the president or the Board of Trustees.
4.7 Treasurer and Assistant Treasurer. Subject to any arrangement made by the
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Trustees with a bank or trust company or other organization as custodian or
transfer or shareholder services agent, the treasurer shall be in charge of the
Trust's valuable papers and shall keep or cause to be kept correct and complete
books and records of account. The treasurer shall keep such records of the
financial transactions of the Trust as the Board of Trustees shall prescribe.
The treasurer shall have power to sign all certificates for shares of beneficial
interest, if authorized by the Trustees, and shall perform such other duties as
from time to time may be prescribed by the president or the Board of Trustees.
Any assistant treasurer shall have such duties and powers as shall be designated
from time to time by the Trustees.
4.8 Secretary and Assistant Secretary. The secretary shall record all
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proceedings of the shareholders and the Trustees in books to be kept therefor,
which books shall be kept at the principal office of the Trust. In the absence
of the secretary from any meeting of shareholders or Trustees, an assistant
secretary, or if there be none or he or she is absent, a temporary clerk chosen
at the meeting, shall record the proceedings thereof in the aforesaid books.
Section 5. Resignations and Removals
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Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the president, the vice
president 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.
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Section 6. Vacancies
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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 vice
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.
Section 7. Shares of Beneficial Interest
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No certificates certifying the ownership of shares shall be issued except as the
Trustees may otherwise authorize. In lieu of issuing certificates for shares,
the Trustees or the transfer agent shall keep accounts upon the books of the
Trust for the record holders of such shares, who shall 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.
Section 8. Record Date and Closing Transfer Books
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The Trustees may fix in advance a time, which shall not be more than 90 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or making of any other distribution to shareholders, as the record
date for determining the shareholders having the right to notice and to vote at
such meeting and any adjournment thereof or the right to receive such dividend
or distribution, and in such case only shareholders of record on such record
date shall have such right, notwithstanding any transfer of shares on the books
of the Trust after the record date; or without fixing such record date the
Trustees may for any of such purposes close the transfer books for all or any
part of such period.
Section 9. Seal
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The seal of the Trust shall, subject to alteration by the Trustees, consist of a
flat-faced circular die with the word "Delaware," 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.
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Section 10. Execution of Papers
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Except as the Trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by
the Trust shall be signed, and all transfers of securities standing in the name
of the Trust shall be executed, by the president, by the vice president,
secretary, treasurer or assistant secretary or treasurer or by whomsoever else
shall be designated for that purpose by the vote of the Trustees and need not
bear the seal of the Trust.
Section 11. Fiscal Year
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Except as from time to time otherwise provided by the Trustees, the fiscal year
of the Trust shall end on December 31.
Section 12. Amendments
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These By-Laws may be amended or repealed, in whole or in part, by a majority of
the Trustees then in office at any meeting of the Trustees, or by one or more
writings signed by such a majority.
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