1
EXHIBIT 99.B2
BY-LAWS OF
XXXXXX GLOBAL INCOME 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 Xxxxxx Global Income
Fund, the Massachusetts business trust established by the Declaration
of Trust (the "Trust").
1.2 Principal Office of the Trust; Resident Agent. The principal
office of the Trust shall be located in Chicago, Illinois. Its
resident agent in Massachusetts shall be CT Corporation System, 0
Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx or such other person as the
Trustees may from time to time select.
Section 2. Shareholders
-----------------------
2.1 Shareholder Meetings. Meetings 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 (or 10% if the
purpose of the meeting is to determine if a trustee shall be removed
from office), then such shareholders may call such 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 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.
2.3 Notice of Meetings. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes of
the meeting, shall be given at least seven days before the meeting to
each shareholder entitled to vote thereat by leaving such notice with
him or 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
2
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.
2.4 Ballots. No ballot shall be required for any election unless
requested by a shareholder present or represented at the meeting and
entitled to vote in the election.
2.5 Proxies and Voting. 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 entitled the holders
thereof to vote at any adjournment of such meeting but shall not be
valid after the final adjournment of such meeting. At all meetings of
shareholders, unless the voting is conducted by inspectors, all
questions relating to the qualification of voters, the validity of
proxies and the acceptance or rejection of votes shall be decided by
the chairman of the meeting.
Section 3. Trustees
-------------------
3.1 Committees and Advisory Board. The Trustees may appoint from
their number an executive committee and other committees. Any such
committee may be abolished and reconstituted at any time and from
time to time by the Trustees. Except as the Trustees may otherwise
determine, any such committee may make rules for the 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 meeting of the shareholders, if any, next
following his appointment and until his successor is appointed 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
2
3
immediately after and at the same place as any 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 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 three days 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
(unless the Board of Trustees consists of two or fewer persons) 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 Agemts
------------------------------
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.
3
4
4.3 Election. The President, the Treasurer and the Secretary shall be
elected annually by the Trustees at their first meeting in each
calendar year or at such later meeting in such year as the Trustees
shall determine. Other officers or agents, if any, may be elected or
appointed by the Trustees at said meeting or at any other time.
4.4 Tenure. The President, Treasurer and Secretary shall hold office
until the first meeting of Trustees in each calendar year 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 other officer shall hold office and each agent
shall retain his or her authority at the pleasure of the Trustees.
4.5 Chairman of the Board. The Chairman of the Board of Trustees, if
one is so appointed, shall be chosen from among the Trustees and may
hold office only so long as he continues to be a Trustee. The
Chairman of the Board, if any is so appointed, shall preside at all
meetings of the shareholders and of the Trustees at which he is
present; and shall have such other duties and powers as specified
herein and as may be assigned to him by the Trustee.
4.6 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
Trust and shall perform such other duties and have such other powers
as the Trustees shall prescribe from time to time. Any Vice President
shall at the request or in the absence or disability of the President
exercise the powers of the President and perform such other duties
and have such other powers as shall be designated from time to time
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 power 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
4
5
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 if 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
-------------------------------------
Any Trustee may resign his trust or retire as a Trustee in accordance
with procedures set forth in the Declaration of Trust. Any 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 or
the Secretary or to a meeting of the Trustees. The Trustees may
remove any officer or advisory board member elected or appointed 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 the office of Trustee shall be filed in accordance with
the Declaration of Trust. Vacancies resulting from the death,
resignation, incapacity or removal of any officer may be filled by
the Trustees. Each successor of any such officer 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.
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
5
6
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, Assistant Treasurer, Secretary or Assistant
Secretary. 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
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.
6
7
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, 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 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. 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.
7
