BY-LAWS
OF
FNBC FUNDS
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 FCC Funds, 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 Boston, Massachusetts.
Section 2. Shareholders
2.1 Annual Meeting. The Trust will not hold annual meetings of the
---------------
shareholders.
2.2 Special Meetings. A special meeting of the Shareholders of the Trust or
-----------------
of any series or class may be called at any time by the Trustees, by the
President or such other person or persons as may be specified in these By-Laws,
and held from time to time for the purpose of taking action upon any matter
requiring the vote or the authority of the Shareholders of the Trust or any
series or class as herein provided or upon any other matter deemed by the
Trustees to be necessary or desirable. Written notice of any meeting of
Shareholders shall be given or caused to be given by the Trustees by mailing
such notice at least seven days before such meeting, postage prepaid, stating
the time, place and purpose of the meeting, to each Shareholder at the
Shareholder's address as it appears on the records of the Trust. Each call of a
meeting shall state the place, date, hour and purposes of the meeting. If the
Trustees shall fail to call or give notice of any meeting of Shareholders for a
period of thirty days after written application by Shareholders holding at
least 10% of the Shares then outstanding requesting a meeting to be called for
purpose requiring action by the Shareholders as provided herein or in the
By-Laws, then Shareholders holding at least 10% of the Shares then outstanding
may call and give notice of such meeting, and thereupon the meeting shall be
held in the manner provided for herein in case of call thereof by the Trustees.
Notice of a meeting need not be given to any Shareholder 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 Shareholder who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him or
her.
1
2.3 Place of Meetings. All meetings of the shareholders shall be held at
------------------
such place within the United States as shall be designated by the Trustees or
the president of the Trust.
2.4 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.
2.5 Voting Powers. Each whole Share shall be entitled to vote as to any
--------------
matter on which it is entitled to vote and each fractional Share shall be
entitled to a proportionate fractional vote. There shall be no cumulative voting
in the election of Trustees. Shares may be voted in person or by proxy.
A proxy with respect to Shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or prior to the exercise
of the proxy the Trust receives a specific written notice to the contrary from
any one of them. 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.
2.6 Quorum and Required Vote. A majority of the Shares entitled to vote
-------------------------
shall be a quorum for the transaction of business at a Shareholders' meeting,
except that where any provision of law or of the Declaration of Trust permits or
requires that holders of any series or class shall vote as a series or class,
then a majority of the aggregate number of Shares of that series or class
entitled to vote shall be necessary to constitute a quorum for the transaction
of business by that series or class. Any lesser number, however, shall be
sufficient for adjournments. Any adjourned session or sessions may be held
within a reasonable time after the date set for the original meeting without the
necessity of further notice.
Except when a larger vote is required by any provisions of the Declaration
of Trust or these By-Laws, a majority of the Shares voted on any matter shall
decide such matter and a plurality shall elect a Trustee, provided that where
any provision of law or of this Declaration of Trust permits or requires that
the holders of any series or class shall vote as a series or class, then a
majority of the Shares of that series or class voted on the matter shall decide
that matter insofar as that series or class is concerned.
2.7 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
2.8 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.
2.9 Action by Written Consent. Any action taken by Shareholders may be
--------------------------
taken without a meeting if a majority of Shareholders entitled to vote on the
matter (or such larger vote as shall be required by any provision of the
Declaration of Trust or these By-Laws) consent to the action in writing and such
written consents are filed with the records of the meetings of Shareholders.
Such consent shall be treated for all purposes as a vote taken at a meeting of
Shareholders.
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.
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
3
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 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. Other officers, if any, may be elected or
appointed by the Trustees at any time.
4.4 Tenure. The president, the treasurer and the secretary shall hold
-------
office for a one year term 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
4
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 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 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.
5
Section 7. Shares of Beneficial Interest
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.
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 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 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 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 by 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.
6
Section 12. Provisions Relating to the Conduct of the Trust's Business
12.1 Dealings with Affiliates. The Trust shall not purchase or retain
--------------------------
securities issued by any issuer if one or more of the holders of the securities
of such issuer or one or more of the officers or directors of such issuer is an
officer or Trustee of the Trust or officer or director of any organization,
association or corporation with which the Trust has an investment adviser's
contract ("investment adviser"), if to the knowledge of the Trust one or more
of such officers or Trustees of the Trust or such officers or directors of such
investment advisers owns beneficially more than one-half of one percent of the
shares or securities of such issuer and such officers, Trustees and directors
owning more than one-half of one percent of such shares or securities together
own beneficially more than five percent of such outstanding shares or
securities. Each Trustee and officer ot the Trust shall give notice to the
secretary of the identity of all issuers whose securities are held by the Trust
of which such officer or Trustee owns as much as one-half of one percent of the
outstanding securities, and the Trust shall not be charged with the knowledge of
such holding in the absence of receiving such notice if the Trust has requested
such information not less often than quarterly.
Subject to the provisions of the preceding paragraph, no officer, Trustee or
agent of the Trust and no officer, director or agent of any investment adviser
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 adviser to 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 form
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,
officer or directors is, an officer or Trustee of the Trust or an officer or
director of the investment adviser, administrator 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 adviser, 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 adviser and distributor, shall not take long or
short positions in the securities of the Trust, except that:
7
(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 adviser and by officers and
directors of the distributor, investment adviser, 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 adviser or
distributor or their respective officers, directors or partners or
employees.
12.4 Custodian. All securities and cash owned by the Trust shall 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
8
liquidated or shall function without a custodian.
12.5 Limitations on Investment. Each series of shares may not invest in
--------------------------
securities other than those described in the Trust's then current
prospectus as appropriate for the series of shares for which such
securities are being purchased.
12.6 Determination of Net Asset Value. Determination of net asset value made in
---------------------------------
good faith shall be binding on all parties concerned.
The term "net asset value" with respect to Shares of any series shall mean
that amount by which the assets of that series exceed its liabilities, all
as determined by or under the direction of the Trustees. Such value shall
be determined on such days and at such times as the Trustees may
determine. Such determination shall be made with respect to securities for
which market quotations are readily available, at the market value of
such securities; and with respect to other securities and assets, at the
fair value as determined in good faith by the Trustees, provided, however,
that the Trustees, without Shareholder approval, any alter the method of
appraising portfolio securities insofar as permitted under the 1940 Act
and interpretations thereof promulgated or issued by the Commission or
insofar as permitted by any order of the Commission. The Trustees may
delegate any powers and duties under this Section 12.6 with respect to
appraisal of assets and liabilities. At any time the Trustee any cause the
value per Share last determined to be determined again in similar manner
and may fix the time when such redetermined value shall become effective.
12.7 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 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.
9
