BY-LAWS
OF
THE ARBOR FUND
SECTION 1. AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE
1.1 AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject to the
Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of The Arbor Fund, the 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 Boston, Massachusetts.
SECTION 2. SHAREHOLDERS
2.1 ANNUAL MEETING. The annual meeting of the shareholders shall be at such
time and on such date in each year as the president or Trustees may from
time to time determine.
2.2 SPECIAL MEETING IN PLACE OF ANNUAL MEETING. If no annual meeting
has been held in accordance with the foregoing provisions, a special
meeting of the shareholders may be held in place thereof, and any action
taken at such special meeting shall have the same force and effect as if
taken at the annual meeting, and in such case all references in these
By-Laws to the annual meeting of the shareholders shall be deemed to
refer to such special meeting.
2.3 SPECIAL MEETINGS. A special meeting of the shareholders 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 25% of all shares issued and outstanding and entitled
to vote at the meeting, then such shareholders may call such meeting.
Each call of a meeting shall state the place, date, hour and purposes of
the meeting.
2.4 PLACE OF MEETINGS. All meetings of the shareholders shall be held
at the principal office of the Trust, or, to the extent permitted by the
Declaration of Trust, at such other place within the United States as
shall be designated by the Trustees or the president of the Trust.
2.5 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
at his residence or usual place of business or by mailing it, postage
prepaid, and addressed to such shareholder at his 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 attorney thereunto duly authorized,
is filed with the records of the meeting.
2.6 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.
2.7 PROXIES. Shareholders entitled to vote may vote either in person
or by proxy in writing dated not more than six months before the meeting
named therein, which proxies shall be filed with the secretary or other
person responsible to record the proceedings of the meeting before being
voted. Unless otherwise specifically limited by their terms, such
proxies shall entitle the holders thereof to vote at any adjournment of
such meeting but shall not be valid after the final adjournment of such
meeting.
SECTION 3. TRUSTEES
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 annual meeting of the shareholders and until his
successor is elected and qualified, or until he sooner dies, resigns, is
removed, or becomes disqualified, or until the advisory board is sooner
abolished by the Trustees.
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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. A regular meeting of the Trustees may be held without
call or notice immediately after and at the same place as the annual
meeting of the shareholders.
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, 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 at least forty-eight hours or by telegram at least twenty-four
hours before the meeting addressed to the Trustee at his or her usual or
last known business or residence address or to give notice to him or her
in person or by telephone at least twenty-four hours before the meeting.
Notice of a meeting need not be given to any Trustee if a written
waiver of notice, executed by him or her before or after the meeting, is
filed with the records of the meeting, or to any Trustee who attends the
meeting without protesting prior thereto or at its commencement the lack
of notice to him or her. Neither notice of a meeting nor a waiver of a
notice need specify the purposes of the meeting.
3.5 QUORUM. At any meeting of the Trustees one-third of the Trustees
then in office shall constitute a quorum; provided, however, a quorum
shall not be less than two. Any meeting may be adjourned from time to
time by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without
further notice.
SECTION 4. OFFICERS AND AGENTS
4.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
president, a treasurer, a secretary and such other officers, if any, as
the Trustees from time to time may in their discretion elect or appoint.
The Trust may also have such agents, if any, as the Trustees from time
to time may
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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 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.
4.3 ELECTION. The president, the treasurer and the secretary shall be
elected annually by the Trustees at their first meeting following the
annual meeting of the shareholders. Other officers, if any, may be
elected or appointed by the Trustees at said meeting or at any other
time.
4.4 TENURE. The president, the treasurer and the secretary shall hold
office until the first meeting of Trustees following the next annual
meeting of the shareholders and 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 agent shall retain
his or her authority at the pleasure of the Trustees.
4.5 PRESIDENT AND VICE PRESIDENTS. The president shall be the chief
executive officer of the Trust. The president shall, subject to the
control of the Trustees, have general charge and supervision of the
business of the Trust. Any vice president shall have such duties and
powers as shall be designated from time to time by the Trustees.
4.6 CHAIRMAN OF THE BOARD. If a Chairman of the Board of Trustees is
elected, he shall have the duties and powers specified in these By-Laws
and, except as the Trustees shall otherwise determine, preside at all
meetings of the shareholders and of the Trustees at which he or she is
present and have such other duties and powers as may be determined by
the Trustees.
4.7 TREASURER AND CONTROLLER. The treasurer shall be the chief
financial officer of the Trust and subject to any arrangement made by
the Trustees with a bank or trust company or other organization as
custodian or transfer or shareholder services agent, shall be in charge
of its valuable papers and shall have such other duties and powers as
may be designated from time to time by the Trustees or by
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the president. If at any time there shall be no controller, the
treasurer shall also be the chief accounting officer of the Trust and
shall have the duties and powers prescribed herein for the controller.
Any assistant treasurer shall have such duties and powers as shall be
designated from time to time by the Trustees.
The controller, if any be elected, shall be the chief accounting officer
of the Trust and shall be in charge of its books of account and
accounting records. The controller shall be responsible for preparation
of financial statements of the Trust and shall have such other duties
and powers as may be designated from time to time by the Trustees or the
president.
4.8 SECRETARY AND ASSISTANT SECRETARIES. The secretary shall record
all proceedings of the shareholders and the Trustees in books to be kept
therefor, which books shall be kept at the principal office of the
Trust. In the absence of the secretary from any meeting of shareholders
or Trustees, an assistant secretary, or if there be none or he or she is
absent, a temporary clerk chosen at the meeting shall record the
proceedings thereof in the aforesaid books.
SECTION 5. RESIGNATION 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 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.
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.
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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 treasurer or an assistant treasurer. Such
signatures may be facsimiles if the certificate is signed by a transfer
or shareholder services agent or by a registrar, other than a Trustee,
officer or employee of the Trust. In case any officer who has signed or
whose facsimile signature has been placed on such certificate shall have
ceased to be such officer before such certificate is issued, it may be
issued by the Trust with the same effect as if he or she were such
officer at the time of its issue.
In lieu of issuing certificates for shares, the Trustees or the transfer
or shareholder services agent may either issue receipts therefor or may
keep accounts upon the books of the Trust for the record holders of such
shares, who shall in either case be deemed, for all purposes hereunder,
to be the holders of certificates for such shares as if they had
accepted such certificates and shall be held to have expressly assented
and agreed to the terms hereof.
7.2 LOSS OF CERTIFICATES. In the case of the alleged loss or
destruction or the mutilation of a share certificate, a duplicate
certificate may be issued in place thereof, upon such terms as the
Trustees may prescribe.
7.3 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at
any time discontinue the issuance of share certificates and may, by
written notice to each shareholder, require the surrender of share
certificates to the Trust for cancellation. Such surrender and
cancellation shall not affect the ownership of shares in the Trust.
SECTION 8. RECORD DATE
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
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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.
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 PAPER:
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 any transfers of securities
standing in the name of the Trust shall be executed, by the president or by
one of the vice presidents or by the treasurer or by whomsoever else shall be
designated for that purpose by the vote of the Trustees and need not bear the
seal of the Trust.
SECTION 11. FISCAL YEAR
The fiscal year of the Trust shall end on such date in each year as the
Trustees shall from time to time determine.
SECTION 12. PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S
BUSINESS
12.1 DEALINGS WITH AFFILIATES. No officer, Trustee or agent of the
Trust and no officer,director or agent of any investment advisor shall
deal for or on behalf of the Trust with himself as principal or agent,
or with any partnership, association or corporation in which he has a
material financial interest; provided that the foregoing provisions
shall not prevent (a) officers and Trustees of the Trust from buying,
holding or selling shares in the Trust, or from being partners, officers
or directors of or financially interested in any investment advisor to
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the Trust or in any corporation, firm or association which may at any
time have a distributor's or principal underwriter's contract with the
Trust; (b) purchases or sales of securities or other property if such
transaction is permitted by or is exempt or exempted from the provisions
of the Investment Company Act of 1940 or any Rule or Regulation
thereunder and if such transaction does not involve any commission or
profit to any security dealer who is, or one or more of whose partners,
shareholders, officers or directors is, an officer or Trustee of the
Trust or an officer or director of the investment advisor, manager or
principal underwriter of the Trust; (c) employment of legal counsel,
registrar, transfer agent, shareholder services, dividend disbursing
agent or custodian who is, or has a partner, stockholder, officer or
director who is, an officer or Trustee of the Trust; (d) sharing
statistical, research and management expenses, including office hire and
services, with any other company in which an officer or Trustee of the
Trust is an officer or director or financially interested.
12.2 DEALING IN SECURITIES OF THE TRUST. The Trust, the investment
advisor, any corporation, firm or association which may at any time have
an exclusive distributor's or principal underwriter's contract with the
Trust (the "distributor") and the officers and Trustees of the Trust and
officers and directors of every investment advisor and distributor,
shall not take long or short positions in the securities of the Trust,
except that:
(a) the distributor may place orders with the Trust for its
shares equivalent to orders received by the
distributor;
(b) shares of the Trust may be purchased at not less than
net asset value for investment by the investment
advisor and by officers and directors of the
distributor, investment advisor, or the Trust and by
any trust, pension, profit-sharing or other benefit
plan for such persons, no such purchase to be in
contravention of any applicable state or federal
requirement.
12.3 LIMITATION ON CERTAIN LOANS. The Trust shall not make loans to any
officer, Trustee or employee of the Trust or any investment advisor or
distributor or their respective officers, directors or partners or
employees.
12.4 CUSTODIAN. All securities and cash owned by the Trust shall
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be maintained in the custody of one or more banks or trust companies
having (according to its last published report) not less than two
million dollars ($2,000,000) aggregate capital, surplus and undivided
profits (any such bank or trust company is hereinafter referred to as
the "custodian"); provided, however, the custodian may deliver
securities as collateral on borrowings effected by the Trust, provided,
that such delivery shall be conditioned upon receipt of the borrowed
funds by the custodian except where additional collateral is being
pledged on an outstanding loan and the custodian may deliver securities
lent by the trust against receipt of initial collateral specified by the
Trust. Subject to such rules, regulations and orders, if any, as the
Securities and Exchange Commission may adopt, the Trust may, or may not
permit any custodian to, deposit all or any part of the securities owned
by the Trust in a system for the central handling of securities operated
by the Federal Reserve Banks, or established by a national securities
exchange or national securities association registered with said
Commission under the Securities Exchange Act of 1934, or such other
person as may be permitted by said Commission, pursuant to which system
all securities of any particular class or series of any issue deposited
with the system are treated as fungible and may be transferred or
pledged by bookkeeping entry, without physical delivery of such
securities.
The Trust shall upon the resignation or inability to serve of its
custodian or upon change of the custodian:
(a) in the case of such resignation or inability to serve
use its best efforts to obtain a successor custodian;
(b) require that the cash and securities owned by this
corporation be delivered directly to the successor
custodian; and
(c) in the event that no successor custodian can be found,
submit to the shareholders, before permitting delivery
of the cash and securities owned by this Trust
otherwise than to a successor custodian, the question
whether or not this Trust shall be liquidated or shall
function without a custodian.
12.5 REPORTS TO SHAREHOLDERS; DISTRIBUTIONS FROM REALIZED GAINS. The
Trust shall send to each shareholder of record at least annually a
statement of the condition of the Trust and of
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the results of its operation, containing all information required by
applicable laws or regulations.
SECTION 13. AMENDMENTS
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 majority.
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