BY-LAWS OF Artio Global Investment Funds (Formerly Julius Baer Investment Funds) FIFTH AMENDED AND RESTATED AS OF OCTOBER 13, 2008
SUB-ITEM
77Q(1)(a)(1)
OF
(Formerly
Xxxxxx Xxxx Investment Funds)
FIFTH
AMENDED AND RESTATED AS OF OCTOBER 13, 2008
ARTICLE
1
Agreement
and Declaration of Trust and Principal Office
1.1
Agreement and Declaration of Trust. These By-Laws shall be subject to the
Amended and Restated Master Trust Agreement, as from time to time in effect
(the
“Master Trust Agreement”), of Artio Global Investment Funds (formerly Xxxxxx
Xxxx Investment Funds), the Massachusetts business trust established by the
Master Trust Agreement (the “Trust”).
1.2
Principal Office of the Trust. The principal office of the Trust shall be
located at 000 Xxxxxxx Xxxxxx, xxx Xxxx, Xxx Xxxx 00000.
ARTICLE
2
Meetings
of Trustees
2.1
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.
2.2
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 Trust, 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 of the Trustees calling the
meeting.
2.3
Notice. It shall be sufficient notice to a Trustee of a special meeting 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 purpose of the meeting.
2.4
Quorum. At any meeting of the Trustees a majority of the Trustees then in office
shall constitute a quorum. 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.
2.5
Participation by Telephone. One or more of the Trustees or of any committee
of
the Trustees may participate in a meeting thereof by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
ARTICLE
3
Officers
and Chairman
3.1
Enumeration; Qualification. The officers of the Trust shall be a President
of
the Trust, a Treasurer, a Secretary, a Chief Compliance Officer, a Chief
Financial Officer and such other officers, including Vice Presidents, if any,
as
the Trustees from time to time may in their discretion elect. The Trust may
also
have such agents as the Trustees from time to time in their discretion may
appoint. The Chairman of the Trust shall be a Trustee; and any officer may
be
but none need be a Trustee or shareholder. Any two or more offices may be held
by the same person.
3.2
Election. The President of the Trust, the Treasurer, the Secretary, the Chief
Compliance Officer and the Chief Financial Officer shall be elected annually
by
the Trustees. Other officers, if any, may be elected or appointed by the
Trustees at any time. Vacancies in any office may be filled at any time. The
Chairman shall be elected by the Trustees.
3.3
Tenure. The President of the Trust, the Treasurer, the Secretary, the Chief
Compliance Officer, and the Chief Financial Officer shall hold office until
their respective successors are chosen and qualified, or in each case until
he
or she sooner dies, resigns, is removed or becomes disqualified. Each other
officer shall hold office and each agent shall retain authority at the pleasure
of the Trustees. The Chairman shall serve and hold office for an indefinite
term, and until a successor is duly elected and qualified.
3.4
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 Master Trust
Agreement set forth, such duties and powers as are commonly incident to the
office occupied by him or her 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.
3.5
Chairman. The Chairman shall attend and preside at all meetings of the Board
of
Trustees.
3.6
President. The President shall be the chief executive officer of the Trust
and
shall see that all orders and resolutions of the Board of Trustees are carried
into effect. The President shall also be the chief administrative officer of
the
Trust and shall perform such other duties and have such other powers as the
Board of Trustees may from time to time prescribe. Together, the President
and
Chief Financial Officer shall be responsible for the establishment, maintenance,
and evaluation of internal controls and certifications of any reports as
required by applicable laws and regulations.
3.7
Treasurer. The Treasurer shall be the accounting officer of the Trust, and
shall, subject to the provisions of the Master Trust Agreement and to any
arrangement made by the Trustees with a custodian, investment adviser or
manager, or transfer, shareholder servicing or similar agent, be in charge
of
the valuable papers, books of account and account records of the Trust, and
shall have such other duties and powers as may be designated from time to time
by the Trustees or by the President.
3.8
Secretary. The Secretary shall record all proceedings of the shareholders and
the Trustees in books to be kept therefor, which books or a copy thereof shall
be kept at the principal office of the Trust. In the absence of the Secretary
from any meeting of the shareholders or Trustees, an assistant secretary, or
if
there be none or if he or she is absent, a temporary secretary chosen at such
meeting shall record the proceedings thereof in the aforesaid books.
3.9
Chief Compliance Officer. The Chief Compliance Officer shall be responsible
for
administering the Trust’s policies and procedures reasonably designed to prevent
violation of the federal securities laws. The Chief Compliance
Officer shall report directly to Board of Trustees. The Chief
Compliance Officer must annually furnish the Board of Trustees with a written
report on the operation of the Trust's policies and procedures and those of
its
service providers.
3.10
Chief Financial Officer. The Chief Financial Officer shall be responsible for
both the strategic and operational aspects of financial planning, management
and
record-keeping, subject to the provisions of the Master Trust Agreement and
to
any arrangement made by the Trustees with a custodian, investment adviser or
manager, or transfer, shareholder servicing or similar agent, and shall have
such other duties and powers as may be designated from time to time by the
Trustees or by the President. Together, the Chief Financial Officer and
President shall be responsible for the establishment, maintenance, and
evaluation of internal controls and certifications of any reports as required
by
applicable laws and regulations.
3.11
Resignations and Removals. Any Trustee or officer may resign at any time by
written instrument signed by him or her and delivered to the Chairman, the
President, the Secretary, the Chief Compliance Officer, or the Chief Financial
Officer or to a meeting of the Trustees. Such resignation shall be effective
upon receipt unless specified to be effective at some other time. Except for
the
Chief Compliance Officer, the Trustees may remove any officer elected by them
with or without cause. Except to the extent expressly provided in a written
agreement with the Trust; no Trustee or officer resigning and no officer removed
shall have any right to any compensation for any period following his or her
resignation or removal.
3.12
Designation
and Compensation of Chief
Compliance Officer. The designation and compensation of the Chief
Compliance Officer must be approved by a majority of the entire Board of
Trustees, including a majority of the trustees who are not interested persons
of
the Corporation, as that term is defined in the Investment Company Act of 1940
(“Independent Trustees”). The Chief Compliance Officer can be removed
from that position only by action of (and with the approval of) a majority
of
the entire Board of Trustees, including a majority of the Independent
Trustees. The Chief Compliance Officer must meet, no less frequently
than annually, separately with the Independent Trustees.
ARTICLE
4
Committees
4.1
General. The Trustees, by vote of a majority of the Trustees then in office,
may
elect from their number an Executive committee or other committees and may
delegate thereof some or all of their powers except those which by law, by
the
Master Trust Agreement, or by these By-Laws may not be delegated. Except as
the
trustees may otherwise determine, any such committee may make rules for the
conduct or in such rules, its business shall be conducted so far as possible
in
the same manner as is provided by these By-Laws for the Trustees themselves.
All
members of such committees shall hold such office at the pleasure of the
Trustees. The Trustees may abolish any such committee at any time. Any committee
to which the Trustees delegate any of their power or duties shall keep records
of its meetings, and shall report its action to the Trustees. The Trustees
shall
have power to rescind any action of any committee, but no such rescission shall
have retroactive effect.
ARTICLE
5
Reports
5.1
General. The Trustees and officers shall render reports at the time and in
the
manner required by the Master Trust Agreement or any applicable law. Officers
and Committees shall render such additional reports as they may deed desirable
or as may from time to time be required by the Trustees.
ARTICLE
6
Seal
6.1
General. The seal of the Trust shall consist of a flat-faced 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.
ARTICLE
7
Execution
of Papers
7.1
General. Except as the Trustees may generally or in particular cases authorize
the execution thereof in some other manner, all deeds, leases, contracts, notes
and other obligations made by the Trustees shall be signed by the President,
any
Vice President or the Treasurer and need not bear the seal of the Trust.
ARTICLE
8
Issuance
of Share Certificates
8.1
Share Certificates. In lieu of issuing certificates for shares, the Trustees
or
the transfer 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 purpose 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.
The
Trustees may at any time authorize
the issuance of share certificates. In that event, 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 Assistant Treasurer. Such
signatures may be facsimiles if the certificate is signed by a transfer 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 cease to be such officer
before such certificate is issued, it may be issued by the Trust with the same
effect as if he were such officer at the time of its issue.
8.2
Loss of Certificates. In 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 shall prescribe.
8.3
Issuance of New Certificate to Pledgee. A pledgee of shares transferred as
collateral security shall be entitled to a new certificate if the instrument
of
transfer substantially describes the debt or duty that is intended to be secured
thereby. Such new certificate shall express on its face that it is held as
collateral security, and the name of the pledgor shall be stated thereon, who
alone shall be liable as a shareholder, and entitled to vote thereon.
8.4
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 shares certificates to the Trust
for
cancellation. Such surrender and cancellation shall not affect the ownership
of
shares in the Trust.
ARTICLE
9
Custodian
9.1
General. The Trust shall at all times employ a bank or trust company having
a
capital, surplus and undivided profits of at least Two Million Dollars
($2,000,000) as Custodian of the capital assets of the Trust. The Custodian
shall be compensated for its services by the Trust and upon such basis as shall
be agreed upon from time to time between the Trust and the Custodian.
ARTICLE
10
Dealings
with Trustees and Officers
Any
Trustee, officer or other agent of
the Trust may acquire, own and dispose of shares of the Trust to the same extent
as if he or she were not a trustee, officer or agent; and the Trustees may
accept subscriptions to share or repurchase shares from any firm or company
in
which he or she is interested.
ARTICLE
11
Shareholders
11.1
Meetings. A meeting of the shareholders of the Trust shall be held whenever
called by the Trustees and whenever election of a Trustee or Trustees by
shareholders is required by the provisions of section 16(a) of the Investment
Company Act of 1940 for that purpose. The Trustees shall promptly call and
give
notice of a meeting of shareholders for the purpose of voting upon removal
of
any Trustees of the Trust when requested to do so in writing by shareholders
holding not less than 10% of the shares then outstanding. Meetings of
shareholders for any other purpose shall also be called by the Trustees when
requested in writing by shareholders holding at least 10% of the shares then
outstanding, or if the Trustees shall fail to call or give notice of any meeting
of shareholders for a period of 30 days after such application, then
shareholders holding at least 10% of the shares then outstanding may call and
give notice of such meeting.
11.2
Record Dates. For the
purpose of determining the shareholders who are entitled to vote or act at
a
meeting or any adjournment thereof, or who are entitled to receive payment
of
any dividend or of any other distribution, the Trustees may from time to time
fix a time, which shall be not more than 90 days before the date of any meeting
of shareholders or the date for the payment of any dividend or of any other
distribution, as the record date for determining the shareholders having the
right to notice of and to vote at such meeting and any adjournment thereof
or
the right to receive such dividend or distribution, and in such case only
shareholders of record on such record date shall have such right,
notwithstanding any transfer of shares on the books of the Trust after the
record date; or without fixing such record date the Trustees may for any such
purposes close the register or transfer books for all or any part of such
period.
ARTICLE
12
Amendments
to the By-Laws
12.1
General. These By-laws may be amended or repealed, in whole or in part, by
a
majority of the Trustees then in office at any meeting of the Trustees, or
by
one or more writings signed by such a majority.
ARTICLE
13
Declaration
of a Trust
The
Master Trust Agreement establishing
Artio Global Investment Funds (formerly Xxxxxx Xxxx Investment Funds), dated
April 30, 1992 as amended and restated April 2, 2008, a copy of which, together
with all amendments thereto, is on file in the office of the Secretary of The
Commonwealth of Massachusetts, provides that the name Artio Global Investment
Funds refers to the Trustees under the Master Trust Agreement collectively
as
Trustees, but not as individuals or personally; and no Trustee, shareholder,
officer, employee or agent of Artio Global Investment Funds shall be held to
any
personal liability, nor shall resort be had to their private property, for
the
satisfaction of any obligation or claim or otherwise, in connection with the
future affairs of Artio Global Investment Funds, but the Trust Estate only
shall
be liable.
Adopted: September
24, 2008 (to become effective October 13, 2008.)
