EXHIBIT 99.2
Dated: 6/4/96 as
amended 9/25/96,
11/9/98,
12/21/98
and 5/19/03
AMENDED AND RESTATED BY-LAWS
OF
DRIEHAUS MUTUAL 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 Driehaus Mutual Funds, a Delaware 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 at 00 Xxxx Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000.
Section 2. Shareholders
2.1 Shareholder Meetings. A meeting of the shareholders of the Trust or of any
one or more series of shares 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 10% of all outstanding shares of the Trust, if
shareholders of all series are required under the Declaration of Trust to vote
in the aggregate and not by individual series at such meeting, or of any series,
if shareholders of such series are entitled under the Declaration of Trust to
vote by individual series at such meeting, then such shareholders may call such
meeting. If the meeting is a meeting of the shareholders of one or more series,
but not a meeting of all shareholders of the Trust, then only the shareholders
of such one or more series shall be entitled to notice of and to vote at the
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 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. 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 her or at his or her residence or usual place of
business or by mailing it, postage prepaid, or by electronic mail, or by posting
on the internet with notice by postal mail or electronic mail or by any other
electronic method of document transfer, to each shareholder at his or her
address or other designated destination, including, but not limited to, the
shareholder's postal mailing or e-mail 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 or her 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. 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. The placing of a
shareholder's name on a proxy pursuant to telephonic, electronically or
otherwise transmitted instructions obtained pursuant to procedures reasonably
designed to verify that such instructions have been authorized by such
shareholder shall constitute execution of such proxy by or on behalf of such
shareholder. 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.
2.6 Quorum. Holders of one-third of the shares of the Trust (or series or class
thereof), present in person or by proxy, shall constitute a quorum for the
transaction of any business of the Trust (or series or class thereof), except as
otherwise may be required by the Investment Company Act of 1940 or other
applicable law or by the Declaration of Trust or these By-Laws of the Trust.
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, and subject to the provisions of the Declaration of Trust, any such
committee may make rules for conduct of its business. The Trustees may appoint
an advisory board to consist of not less than one 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 meeting of the shareholders and until his or her successor is elected and
qualified, or until he or she 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.
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
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 or
electronic transmission at least seventy-two hours before the meeting addressed
to the Trustee at his or her usual or last known business or residence address
or to give notice to him or her in person or by telephone at least twenty-four
hours before the meeting. Notice of a meeting need not be given to any Trustee
if a written waiver of notice, executed by him or her before or after the
meeting, is filed with the records of the meeting, or to any Trustee who attends
the meeting without protesting prior thereto or at its commencement the lack of
notice to him or her. Neither notice of a meeting nor a waiver of a notice need
specify the purposes of the meeting.
3.5 Quorum. At any meeting of the Trustees one-third of the Trustees then in
office shall constitute a quorum; provided, however, a quorum shall not be less
than two (except at such time as there is only one Trustee). 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 vice 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 Delaware business corporation and
such other duties and powers as the Trustees may from time to time designate,
including without limitation the power to make purchases and sales of portfolio
securities of the Trust pursuant to recommendations of the Trust's investment
adviser in accordance with the policies and objectives of the Trust set forth in
its prospectus and with such general or specific instructions as the Trustees
may from time to time have issued.
4.3 Election. The president, the vice 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 vice president, the treasurer and the secretary
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 at the pleasure of the
Trustee. Each agent shall retain his or her authority at the pleasure of the
Trustees.
4.5 President. The president shall be the chief executive officer of the Trust.
Subject to the control of the Board of Trustees, the president shall in general
supervise the business and affairs of the Trust and shall see that the
resolutions and directions of the Board of Trustees are carried into effect
except when that responsibility is specifically assigned to some other person by
the Board of Trustees. In general, the president shall perform all duties
incident to the office of President and such other duties as from time to time
may be prescribed by the Board of Trustees. The president shall preside at all
meetings of the shareholders and of the Trustees at which he or she is present,
except as otherwise voted by the Trustees.
4.6 Vice President. In the absence of the president or in the event of his
inability or refusal to act, the vice president shall perform the duties of the
president. The vice president shall perform such other duties as from time to
time may be prescribed by the president or the Board of Trustees.
4.7 Treasurer and Assistant Treasurer. 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, the treasurer shall be in charge of the
Trust's valuable papers and shall keep or cause to be kept correct and complete
books and records of account. The treasurer shall keep such records of the
financial transactions of the Trust as the Board of Trustees shall prescribe.
The treasurer shall have power to sign all certificates for shares of beneficial
interest, if authorized by the Trustees, and shall perform such other duties as
from time to time may be prescribed by the president or the Board of Trustees.
Any assistant treasurer shall have such duties and powers as shall be designated
from time to time by the Trustees.
4.8 Secretary and Assistant Secretary. 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. Resignations and Removals
Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the president, the vice
president 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 vice
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
No certificates certifying the ownership of shares shall be issued except as the
Trustees may otherwise authorize. In lieu of issuing certificates for shares,
the Trustees or the transfer agent shall keep accounts upon the books of the
Trust for the record holders of such shares, who shall 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 and Closing Transfer Books
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; or without fixing such record date the Trustees may
for any of such purposes close the transfer books for all or any part of such
period.
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 "Delaware," 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 all transfers of securities standing in the name
of the Trust shall be executed, by the president, by the vice president,
secretary, treasurer or assistant secretary or 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
Except as from time to time otherwise provided by the Trustees, the fiscal year
of the Trust shall end on December 31.
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 a majority.
Approved:
May 19, 2003
