BY-LAWS
OF
TD WATERHOUSE TRUST
TABLE OF CONTENTS
ARTICLE I AGREEMENT AND DECLARATION OF TRUST..............................................................1
Section 1. Agreement and Declaration of Trust..................................................1
Section 2. Definitions.........................................................................1
ARTICLE II OFFICES.........................................................................................1
Section 1. Principal Office....................................................................1
Section 2. Registered Office and Other Offices.................................................1
ARTICLE III SHAREHOLDERS.........................................................................................1
Section 1. Meetings............................................................................1
Section 2. Notice of Meetings..................................................................2
Section 3. Record Date for Meetings............................................................2
Section 4. Proxies.............................................................................2
Section 5. Inspection of Books.................................................................3
Section 6. Action Without Meeting..............................................................3
Section 7. Application of this Article.........................................................3
ARTICLE IV TRUSTEES..............................................................................................3
Section 1. Meetings of the Trustees............................................................3
Section 2. Quorum and Manner of Acting.........................................................4
Section 3. Removal of Trustees.................................................................4
ARTICLE V COMMITTEES......................................................................................4
Section 1. Executive Committee.................................................................4
Section 2. Other Committees....................................................................4
Section 3. Meetings, Quorum and Manner of Acting...............................................5
ARTICLE VI OFFICERS...............................................................................................5
Section 1. General Provisions..................................................................5
Section 2. Term of Office and Qualifications...................................................5
Section 3. Removal.............................................................................5
Section 4. Powers and Duties of the Chairman...................................................5
Section 5. Powers and Duties of the President..................................................6
Section 6. Powers and Duties of the Vice President.............................................6
Section 7. Powers and Duties of the Treasurer..................................................6
Section 8. Powers and Duties of the Secretary..................................................6
Section 9. Powers and Duties of Assistant Treasurers...........................................7
Section 10. Powers and Duties of Assistant Secretaries.........................................7
Section 11. Compensation of Officers and the Trustees..........................................7
ARTICLE VII FISCAL YEAR.....................................................................................7
ARTICLE VIII SEAL............................................................................................7
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ARTICLE IX WAIVERS OF NOTICE...............................................................................7
ARTICLE X CUSTODY OF SECURITIES...........................................................................8
Section 1. Employment of a Custodian...........................................................8
Section 2. Action upon Termination of Custodian Agreement......................................8
Section 3. Provisions of Custodian Contract....................................................8
Section 4. Central Certificate System..........................................................9
ARTICLE XI INDEMNIFICATION OF TRUSTEES, OFFICERS, EMPLOYEES AND OTHER AGENTS...............................9
Section 1. Agents, Proceedings, Expenses.......................................................9
Section 2. Indemnification.....................................................................9
Section 3. Limitations, Settlements............................................................9
Section 4. Insurance, Rights Not Exclusive....................................................10
Section 5. Advance of Expenses................................................................10
Section 6. Fiduciaries of Employee Benefit Plan...............................................10
ARTICLE XII Certificates...................................................................................11
ARTICLE XIII Amendments.....................................................................................11
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BY-LAWS
OF
TD WATERHOUSE TRUST
Agreement and Declaration of Trust
Agreement and Declaration of Trust. These By-Laws shall be subject to
the Agreement and Declaration of Trust, as from time to time amended,
supplemented or restated (the "Declaration of Trust") of TD Waterhouse Trust
(the "Trust").
Definitions. Unless otherwise defined herein, the terms used herein
have the respective meanings given them in the Declaration of Trust.
Offices
Principal Office. The principal office of the Trust shall be located at
000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as the
Trustees may from time to time determine.
Registered Office and Other Offices. The registered office of the Trust
shall be located in the City of Wilmington, State of Delaware or such other
location within the State of Delaware as the Trustees may from time to time
determine. The Trust may establish and maintain such other offices and places of
business as the Trustees may from time to time determine.
Shareholders
Meetings. Meetings of the Shareholders shall be held at the principal
executive offices of the Trust or at such other place within the United States
of America as the Trustees shall designate. Meetings of the Shareholders shall
be called by the Secretary whenever (i) ordered by a majority of the Board of
Trustees, the Chairman of the Board or the President or (ii) requested in
writing by Shareholders holding at least ten percent (10%) of the outstanding
Shares entitled to vote. If the Secretary, when so ordered or requested, refuses
or neglects for more than 10 days to call such meetings, the Trustees or the
Shareholders so requesting, may, in the name of the Secretary, call the meeting
by giving notice thereof in the manner required when notice is given by the
Secretary.
Notice of Meetings. Except as otherwise herein provided, notice of all
meetings of the Shareholders, stating the time, place and purposes of the
meeting, shall be given by the Secretary by delivering or mailing, postage
prepaid, to each Shareholder entitled to vote at said meeting at his or her
address as recorded on the register of the Trust at least ten (10) days and not
more than ninety (90) days before the meeting. Only the business stated in the
notice of the meeting shall be considered at such meeting. Notice of adjournment
of a Shareholders' meeting to another time or place need not be given, if such
time and place are announced at the meeting and the adjourned meeting is held
within a reasonable time after the date set for the original meeting. No notice
need be given to any Shareholder who shall have failed to inform the Trust of
his or her current address or if a written waiver of notice, executed before or
after the meeting by the Shareholder or his or her attorney thereunto
authorized, is filed with the records of the meeting.
Record Date for Meetings. For the purpose of determining the
Shareholders who are entitled to notice of and to vote at any meeting, the
Trustees may from time to time close the transfer books for such period, not
exceeding thirty (30) days, as the Trustees may determine; or without closing
the transfer books the Trustees may fix a date not more than ninety (90) days
prior to the date of any meeting of Shareholders as a record date for the
determination of the persons to be treated as Shareholders of record for such
purpose.
Proxies. At any meeting of Shareholders, any holder of Shares entitled
to vote thereat may vote either in person or by written proxy signed by the
Shareholder, provided that no proxy shall be voted at any meeting unless it
shall have been placed on file with the Secretary, or with such other officer or
agent of the Trust as the Secretary may direct, for verification prior to the
time at which such vote shall be taken; provided, however, that notwithstanding
any other provision of this Section 4 to the contrary, the Trustees may at any
time adopt one or more electronic, telecommunication, telephonic, computerized
or other alternatives to execution of a written instrument that will enable
holders of Shares entitled to vote at any meeting to appoint a proxy to vote
such holders' Shares at such meeting. Proxies may be solicited in the name of
one or more of the Trustees, or one or more of the officers of the Trust. Only
Shareholders of record shall be entitled to vote. When any Share is held jointly
by several persons, any one of them may vote at any meeting in person or by
proxy in respect of such Share, but if more than one of them shall be present at
such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such Share. 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. If the holder
of any such Share is a minor or a person of unsound mind, and subject to
guardianship or the legal control of any other person as regards the charge or
management of such Share, he or she may vote by his or her guardian or such
other person appointed or having such control, and such vote may be given in
person or by proxy. At all meetings of the Shareholders, unless the voting is
conducted by inspectors, all questions relating to the qualifications of voters,
the validity of proxies, and the acceptance or rejection of votes shall be
decided by the chairman of the meeting. Except as otherwise provided herein or
in the Declaration of Trust or the Delaware Act, all matters relating to the
giving, voting or validity of proxies shall be governed by the General
Corporation Law of the State of Delaware relating to
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proxies, and judicial interpretations thereunder, as if the Trust were a
Delaware corporation and the Shareholders were shareholders of a Delaware
corporation.
Inspection of Books. The Trustees shall from time to time determine
whether and to what extent, and at what times and places, and under what
conditions and regulations the accounts and books of the Trust or any of them
shall be open to the inspection of the Shareholders; and no Shareholder shall
have any right to inspect any account or book or document of the Trust except as
conferred by law or otherwise by the Trustees or by resolution of the
Shareholders.
Action Without Meeting. Any action that may be taken at any meeting of
Shareholders may be taken without a meeting and without prior notice if a
consent in writing setting forth the action so taken is signed by the holders of
outstanding Shares having not less than the minimum number of votes that would
be necessary to authorize or take that action at a meeting at which all Shares
entitled to vote on that action were present and voted. All such consents shall
be filed with the records of Shareholder meetings. Such consents shall be
treated for all purposes as a vote taken at a meeting of Shareholders.
Application of this Article. Meetings of Shareholders shall consist of
Shareholders of any Series (or Class thereof) or of all Shareholders, as
determined pursuant to the Declaration of Trust, and this Article shall be
construed accordingly.
Trustees
Meetings of the Trustees. The Trustees may in their discretion provide
for regular or stated meetings of the Trustees. Notice of regular or stated
meetings need not be given. Meetings of the Trustees other than regular or
stated meetings shall be held whenever called by the Chairman, the President, or
by any two of the Trustees, at the time being in office. Notice of the time and
place of each meeting other than regular or stated meetings shall be given by
the Secretary or an Assistant Secretary or by the officer or Trustees calling
the meeting and shall be delivered or mailed, postage prepaid, to each Trustee
at least two days before the meeting, or shall be telegraphed, cabled, or wired
to each Trustee at his or her business address, or personally delivered to him
or her, at least one day before the meeting. Such notice may, however, be waived
by any Trustee. 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. A notice or waiver of notice need not specify the purpose of any
meeting. The Trustees may meet by means of a telephone conference circuit or
similar communications equipment by means of which all persons participating in
the meeting are connected, which meeting shall be deemed to have been held at a
place designated by the Trustees at the meeting. Participation in a telephone
conference meeting shall constitute presence in person at such meeting. Any
action required or permitted to be taken at any meeting of the Trustees may be
taken by the Trustees without a meeting if a majority of the Trustees then
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in office (or such higher number of Trustees as would be required to act on the
matter under the Declaration of Trust, these By-Laws or applicable law if a
meeting were held) consent to the action in writing and the written consents are
filed with the records of the Trustees' meetings. Such consents shall be treated
for all purposes as a vote taken at a meeting of the Trustees. Notwithstanding
the foregoing, all actions of the Trustees shall be taken in compliance with the
provisions of the Investment Company Act of 1940, as amended.
Quorum and Manner of Acting. A majority of the Trustees then in office
shall constitute a quorum for the transaction of business. If at any meeting of
the Trustees there shall be less than a quorum present, a majority of those
present may adjourn the meeting from time to time until a quorum shall be
obtained. Notice of an adjourned meeting need not be given. The act of the
majority of the Trustees present at any meeting at which there is a quorum shall
be the act of the Trustees, except as may be otherwise specifically provided by
law or by the Declaration of Trust or by these By-Laws.
Removal of Trustees. Any Trustee may be removed with or without cause
by the holders by a vote of a majority of the outstanding Shares then entitled
to be cast in the election of Trustees. This Section 3 of Article IV of the
By-Laws is not subject to alteration or repeal by the Board of Trustees, subject
to the requirements of the Investment Company Act of 1940, as amended.
Committees
Executive Committee. The Trustees by vote of a majority of all the
Trustees may elect from their own number an Executive Committee to consist of
two (2) or more Trustees to hold office at the pleasure of the Trustees, which
shall have the power to conduct the current and ordinary business of the Trust
while the Trustees are not in session, including the purchase and sale of
securities and the designation of securities to be delivered upon redemption of
Shares of the Trust, and such other powers of the Trustees as the Trustees may,
from time to time, delegate to them except those powers by law, the Declaration
of Trust or these By-Laws they are prohibited from delegating.
Other Committees. The Trustees by vote of a majority of all the
Trustees may elect from their own number other Committees from time to time to
consist of one or more Trustees to hold office at the pleasure of the Trustees,
which shall have such power and duties as the Board of Trustees may, by
resolution, prescribe, subject to the same limitations as with respect to the
Executive Committee. The terms of membership on such Committees and the
termination or circumstances giving rise to the termination of such Committees
shall be determined by the Trustees. The Trustees may designate a chairman of
any such Committee. In the absence of such designation the Committee may elect
its own chairman.
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Meetings, Quorum and Manner of Acting. The Trustees may (1) provide for
stated meetings of any Committees, (2) specify the manner of calling and notice
required for special meetings of any Committee, (3) specify the number of
members of a Committee required to constitute a quorum and the number of members
of a Committee required to exercise specified powers delegated to such
Committee, (4) authorize the making of decisions to exercise specified powers by
written assent of the requisite number of members of a Committee without a
meeting, and (5) authorize the members of a Committee to meet by means of a
telephone conference circuit. Each Committee shall keep regular minutes of its
meetings and records of decisions taken without a meeting and cause them to be
recorded in a book designated for that purpose and kept at the principal
executive offices of the Trust.
Officers
General Provisions. The officers of the Trust shall be a President, a
Treasurer and a Secretary, who shall be elected by the Trustees. The Trustees
may elect such other officers or agents as the business of the Trust may
require, including a Chairman of the Board ("Chairman"), one or more Vice
Presidents, one or more Assistant Secretaries, and one or more Assistant
Treasurers. The Trustees may delegate to any officer or Committee the power to
appoint any subordinate officers or agents.
Term of Office and Qualifications. Except as otherwise provided by law,
the Declaration of Trust or these By-Laws, the President, the Treasurer and the
Secretary, and all other officers shall hold office at the pleasure of the
Trustees. The Secretary and Treasurer may be the same person. A Vice President
and the Treasurer or a Vice President and the Secretary may be the same person,
but the offices of Vice President, Secretary and Treasurer shall not be held by
the same person. The President shall hold no other office, but may be a Trustee
of the Trust. Except as above provided, any two offices may be held by the same
person. The Chairman, if there be one, shall be a Trustee and may but need not
be a Shareholder. Any other officer may be but none need be a Trustee or
Shareholder.
Removal. The Trustees may remove any officer with or without cause. The
Trustees, at any regular or special meeting of the Trustees, may remove any
officer with or without cause, by a vote of a majority of the Trustees then in
office. Any officer or agent appointed by an officer or committee may be removed
with or without cause by such appointing officer or committee.
Powers and Duties of the Chairman. The Chairman, if such an officer is
elected, shall if present preside at meetings of the Shareholders and the
Trustees, shall be the chief executive officer of the Trust and shall, subject
to the control of the Trustees, have general supervision, direction and control
of the business and the officers of the Trust and exercise and perform such
other powers and duties as may be from time to time assigned to him by the
Trustees or prescribed by the Declaration of Trust or these By-Laws.
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Powers and Duties of the President. Subject to the powers of the
Chairman, if there be such an officer, the President shall be the principal
executive officer of the Trust. He or she may call meetings of the Trustees and
of any Committee thereof when he or she deems it necessary and, in the absence
of the Chairman, shall preside at all meetings of the Shareholders and the
Trustees. Subject to the control of the Trustees, the Chairman and any
Committees of the Trustees, within their respective spheres, as provided by the
Trustees, the President shall at all times exercise a general supervision and
direction over the affairs of the Trust. The President shall have the power to
employ attorneys, accountants and other advisers and agents for the Trust and to
employ such subordinate officers, agents, clerks and employees as he or she may
find necessary to transact the business of the Trust. He or she shall also have
the power to grant, issue, execute or sign such powers of attorney, proxies or
other documents as may be deemed advisable or necessary in furtherance of the
interests of the Trust. The President shall have such other powers and duties as
from time to time may be conferred upon or assigned to him or her by the
Trustees.
Powers and Duties of the Vice President. In the absence or disability
of the President, the Vice President or, if there be more than one Vice
President, any Vice President designated by the Trustees shall perform all the
duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him or her from time to time by the Trustees or the
President.
Powers and Duties of the Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Trust. The Treasurer shall
deliver all funds of the Trust which may come into his or her hands to such
Custodian as the Trustees may employ pursuant to Article X of these By-Laws. He
or she shall render a statement of condition of the finances of the Trust to the
Trustees as often as the Trustees shall require the same and he or she shall in
general perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him or her by the Trustees.
The Treasurer shall give a bond for the faithful discharge of his or her duties,
if required so to do by the Trustees, in such sum and with such surety or
sureties as the Trustees shall require.
Powers and Duties of the Secretary. The Secretary shall keep the
minutes of all meetings of the Trustees and of the Shareholders in proper books
provided for that purpose; he or she shall have custody of the seal of the
Trust; he or she shall have charge of the Share transfer books, lists and
records unless the same are in the charge of the Transfer Agent. The Secretary
shall attend to the giving and serving of all notices by the Trust in accordance
with the provisions of these By-Laws and as required by law; and subject to
these By-Laws, he or she shall in general perform all duties incident to the
office of the Secretary and such other duties as from time to time may be
assigned to him or her by the Trustees.
Powers and Duties of Assistant Treasurers. In the absence or disability
of the Treasurer, any Assistant Treasurer designated by the Trustees shall
perform all the duties, and may exercise any of the powers, of the Treasurer.
Each Assistant Treasurer shall perform such other duties as from time to time
may be assigned to him or her by the Trustees. Each Assistant Treasurer shall
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give a bond for the faithful discharge of his or her duties, if required so to
do by the Trustees, in such sum and with such surety or sureties as the Trustees
shall require.
Powers and Duties of Assistant Secretaries. In the absence or
disability of the Secretary, any Assistant Secretary designated by the Trustees
shall perform all the duties, and may exercise any of the powers, of the
Secretary. Each Assistant Secretary shall perform such other duties as from time
to time may be assigned to him or her by the Trustees.
Compensation of Officers and the Trustees. Subject to any applicable
provisions of the Declaration of Trust, the compensation of the officers and
Trustees shall be fixed from time to time by the Trustees or, in the case of
officers, by any Committee or officer upon whom such power may be conferred by
the Trustees. No officer shall be prevented from receiving such compensation as
such officer by reason of the fact that he or she is also a Trustee.
Fiscal Year
The fiscal year of the Trust shall end on such date as the Trustees
shall from time to time determine.
Seal
The Trustees may adopt a seal which shall be in such form and shall
have such inscription thereon as the Trustees may from time to time prescribe.
Waivers of Notice
Whenever any notice whatever is required to be given by law, the
Declaration of Trust or these By-Laws, 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. A notice shall be deemed to
have been telegraphed, cabled or wired for the purposes of these By-Laws when it
has been delivered to a representative of any telegraph, cable or wire company
with instructions that it be telegraphed, cabled or wired.
Custody of Securities
Employment of a Custodian. The Trust shall place and at all times
maintain in the custody of a Custodian (including any sub-custodian for the
Custodian) all funds, securities and similar investments included in the Trust
Property. The Custodian (and any sub-custodian) shall
7
be a bank having not less than $20,000,000 aggregate capital, surplus and
undivided profits and shall be appointed from time to time by the Trustees, who
shall fix its remuneration.
Action upon Termination of Custodian Agreement. Upon termination of a
Custodian Agreement or inability of the Custodian to continue to serve, the
Trustees shall promptly appoint a successor custodian, but in the event that no
successor custodian can be found who has the required qualifications and is
willing to serve, the Trustees shall call as promptly as possible a special
meeting of the Shareholders to determine whether the Trust shall function
without a custodian or shall be liquidated. If so directed by a vote of holders
of the majority of the outstanding Shares entitled to vote, the Custodian shall
deliver and pay over all Trust Property held by it as specified in such vote.
Provisions of Custodian Contract. The following provisions shall apply
to the employment of a Custodian and to any contract entered into with the
Custodian so employed: The Trustees shall cause to be delivered to the Custodian
all securities included in the Trust Property or to which the Trust may become
entitled, and shall order the same to be delivered by the Custodian only in
completion of a sale, exchange, transfer, pledge, loan of portfolio securities
to another person, or other disposition thereof, all as the Trustees may
generally or from time to time require or approve or to a successor Custodian;
and the Trustees shall cause all funds included in the Trust Property or to
which it may become entitled to be paid to the Custodian, and shall order the
same disbursed only for investment against delivery of the securities acquired
(including securities acquired under a repurchase agreement), or the return of
cash held as collateral for loans of portfolio securities, or in payment of
expenses, including management compensation, and liabilities of the Trust,
including distributions to Shareholders, or to a successor Custodian.
Notwithstanding anything to the contrary to these By-Laws, upon receipt of
proper instructions, which may be standing instructions, the Custodian may
deliver funds in the following cases: In connection with repurchase agreements,
the Custodian shall transmit prior to receipt on behalf of the Trust of any
securities or other property, funds from the Trust's custodian account to a
special custodian approved by the Trustees of the Trust, which funds shall be
used to pay for securities to be purchased by the Trust subject to the Trust's
obligation to sell and the seller's obligation to repurchase such securities (in
such case, the securities shall be held in the custody of the special
custodian); in connection with the Trust's purchase or sale of financial futures
contracts, the Custodian shall transmit, prior to receipt on behalf of the Trust
of any securities or other property, funds from the Trust's custodian account in
order to furnish and to maintain funds with brokers as margin to guarantee the
performance of the Trust's futures obligations in accordance with the applicable
requirements of commodities exchanges and brokers.
Central Certificate System. Subject to applicable rules, regulations
and orders adopted by the Commission, the Trustees may direct the Custodian to
deposit all or any part of the securities owned by the Trust in a system for the
central handling of securities established by a national securities exchange or
a national securities association registered with the Commission under the
Securities Exchange Act of 1934, or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and
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may be transferred or pledged by bookkeeping entry without physical delivery of
such securities, provided that all such deposits shall be subject to withdrawal
only upon the order of the Trust.
Indemnification of Trustees, Officers,
Employees and Other Agents
Agents, Proceedings, Expenses. For the purpose of this Article, "agent"
means any Person who is or was a Trustee, officer, employee or other agent of
the Trust or is or was serving at the request of the Trust as a trustee,
director, officer, employee or agent of another organization in which the Trust
has any interest as a shareholder, creditor or otherwise; "proceeding" means any
threatened, pending or completed claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative (including appeals); and
"expenses" includes, without limitation, attorneys' fees, costs, judgments,
amounts paid in settlement, fines, penalties and all other liabilities
whatsoever.
Indemnification. Subject to the exceptions and limitation contained in
Section 3 below, every agent shall be indemnified by the Trust to the fullest
extent permitted by law against all liabilities and against all expenses
reasonably incurred or paid by him or her in connection with any proceeding in
which he or she becomes involved as a party or otherwise by virtue of his or her
being or having been an agent.
Limitations, Settlements. No indemnification shall be provided
hereunder to an agent:
who shall have been adjudicated by the court or other body
before which the proceeding was brought to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office
(collectively, "disabling conduct"); or
with respect to any proceeding disposed of (whether by
settlement, pursuant to a consent decree or otherwise) without an adjudication
by the court or other body before which the proceeding was brought that such
agent was liable to the Trust or its Shareholders by reason of disabling
conduct, unless there has been a determination that such agent did not engage in
disabling conduct:
(i) by the court or other body before which the
proceeding was brought;
(ii) by at least a majority of those Trustees who are
neither Interested Persons of the Trust nor are
parties to the proceeding based upon a review of
readily available facts (as opposed to a full
trial-type inquiry); or
(iii) by written opinion of independent legal counsel based
upon a review of readily available facts (as opposed
to a full trial-type inquiry); provided, however,
that indemnification shall be provided hereunder to
an agent
9
with respect to any proceeding in the event of (1) a
final decision on the merits by the court or other
body before which the proceeding was brought that the
agent was not liable by reason of disabling conduct,
or (2) the dismissal of the proceeding by the court
or other body before which it was brought for
insufficiency of evidence of any disabling conduct
with which such agent has been charged.
Insurance, Rights Not Exclusive. The rights of indemnification herein
provided may be insured against by policies maintained by the Trust on behalf of
any agent, shall be severable, shall not be exclusive of or affect any other
rights to which any agent may now or hereafter be entitled and shall inure to
the benefit of the heirs, executors and administrators of any agent.
Advance of Expenses. Expenses incurred by an agent in connection with
the preparation and presentation of a defense to any proceeding may be paid by
the Trust from time to time prior to final disposition thereof upon receipt of
an undertaking by or on behalf of such agent that such amount will be paid over
by him or her to the Trust if it is ultimately determined that he or she is not
entitled to indemnification under this Article XI; provided, however, that (a)
such agent shall have provided appropriate security for such undertaking, (b)
the Trust is insured against losses arising out of any such advance payments or
(c) either a majority of the Trustees who are neither Interested Persons of the
Trust nor parties to the proceedings, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily available facts
(as opposed to a trial-type inquiry or full investigation), that there is reason
to believe that such agent will be found entitled to indemnification under this
Article XI.
Fiduciaries of Employee Benefit Plan. This Article does not apply to
any proceeding against any Trustee, investment manager or other fiduciary of an
employee benefit plan in that person's capacity as such, even though that person
may also be an agent of this Trust as defined in Section 1 of this Article.
Nothing contained in this Article shall limit any right to indemnification to
which such Trustee, investment manager, or other fiduciary may be entitled by
contract or otherwise which shall be enforceable to the extent permitted by
applicable law other than this Article.
Certificates
If so determined by resolution of the Board of Trustees, each
Shareholder of the Trust shall be entitled upon request to have a certificate or
certificates, in such form as shall be approved by the Board of Trustees,
representing the number of Shares of the Trust owned by him, provided, however,
that certificates for fractional shares will not be delivered in any case.
Certificates representing Shares shall be signed by or in the name of the Trust
by the President or a Vice President or the Chairman of the Board and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.
Any or all of the signatures may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before
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such certificate shall be issued, it may be issued by the Trust with the same
effect as if such officer, transfer agent or registrar were still in the office
at the date of issue.
Amendments
These By-Laws, or any of them, may be altered, amended or repealed, or
new By-Laws may be adopted by (a) a vote of holders of the majority of the
outstanding Shares entitled to vote or (b) by the Trustees, provided, however,
that no By-law may be amended, adopted or repealed by the Trustees if such
amendment, adoption or repeal is required by applicable law, the Declaration of
Trust or these By-Laws, to be submitted to a vote of the Shareholders.
