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EXHIBIT-99.b
BY-LAWS
OF
THE VANTAGEPOINT FUNDS
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TABLE OF CONTENTS
ARTICLE I - AGREEMENT AND DECLARATION OF TRUST Page 4
Section 1. Agreement and Declaration of Trust Page 4
Section 2. Definitions Page 4
ARTICLE II - OFFICES Page 4
Section 1. Principal Office Page 4
Section 2. Registered Office and Other Offices Page 4
ARTICLE III - SHAREHOLDERS Page 4
Section 1. Meetings Page 4
Section 2. Notice of Meetings Page 5
Section 3. Record Date of Meetings Page 5
Section 4. Proxies Page 5
Section 5. Inspection of Books Page 6
Section 6. Action without Meeting Page 6
Section 7. Application of this Article Page 6
ARTICLE IV - DIRECTORS Page 6
Section 1. Meetings of the Directors Page 6
Section 2. Quorum and Manner of Acting Page 7
ARTICLE V - COMMITTEES Page 7
Section 1. Executive Nominating, Audit,
and Other Committees Page 7
Section 2. Meetings, Quorum and Manner of Acting Page 8
ARTICLE VI - OFFICERS Page 8
Section 1. General Provisions Page 8
Section 2. Term of Office and Qualifications Page 8
Section 3. Removal Page 8
Section 4. Powers and Duties of Chairman Page 9
Section 5. Powers and Duties of the President Page 9
Section 6. Powers and Duties of the Vice President Page 9
Section 7. Powers and Duties of the Treasurer Page 9
Section 8. Powers and Duties of the Secretary Page 10
Section 9. Powers and Duties of Assistant Treasurers Page 10
Section 10. Powers and Duties of Assistant Secretaries Page 10
Section 11. Compensation of Officers and Directors Page 10
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ARTICLE VII - FISCAL YEAR Page 11
ARTICLE VIII - SEAL Page 11
ARTICLE IX - WAIVERS OF NOTICE Page 11
ARTICLE X - CUSTODY OF SECURITIES Page 11
Section 1. Employment of a Custodian Page 11
Section 2. Action Upon Termination of Custodian Agreement Page 12
Section 3. Provisions of Custodian Contract Page 12
Section 4. Central Certificate System Page 12
ARTICLE XI - INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS Page 12
Section 1. Agents, Proceedings, Expenses Page 12
Section 2. Indemnification Page 12
Section 3. Limitations, Settlements Page 13
Section 4. Insurance, Rights Not Exclusive Page 13
Section 5. Advance of Expenses Page 13
Section 6. Fiduciaries of Employee Benefit Plan Page 14
ARTICLE XII - AMENDMENTS Page 14
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BY-LAWS
OF
THE VANTAGEPOINT FUNDS
ARTICLE I
Agreement and Declaration of Trust
SECTION 1. 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 The Vantagepoint Funds
(the "Trust").
SECTION 2. DEFINITIONS. Unless otherwise defined herein, the terms used
herein have the respective meanings given them in the Declaration of Trust.
ARTICLE II
Offices
SECTION 1. PRINCIPAL OFFICE. The principal office of the Trust shall be
located in the District of Columbia or such other location as the Directors may
from time to time determine.
SECTION 2. 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 Directors may from time to
time determine. The Trust may establish and maintain such other offices and
places of business as the Directors may from time to time determine.
ARTICLE III
Shareholders
SECTION 1. 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 Directors shall designate. Meetings of the
Shareholders shall be called by the
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Secretary whenever (i) ordered by the Directors or (ii) for the purpose of
voting on the removal of any Director, 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 Directors 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.
SECTION 2. NOTICE OF MEETINGS. 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 at his or her address as recorded on the register of the Trust at
least (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. Any adjourned meeting may be held as adjourned without further notice.
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.
SECTION 3. RECORD DATE FOR MEETINGS. For the purpose of determining the
Shareholders who are entitled to notice of and to vote at any meeting, the
Directors may from time to time close the transfer books for such period, not
exceeding thirty (30) days, as the Directors may determine; or without closing
the transfer books the Directors 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.
SECTION 4. PROXIES. At any meeting of Shareholders, any holder of Shares
entitled to vote thereat may vote by proxy, 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 Directors may at any time adopt one or more electronic,
telecommunication 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 Directors or one or more of the officers of the Trust.
Only Shareholders of record shall be entitled to vote. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled by the Declaration
of Trust to vote, and each fractional Share shall be entitled to a proportionate
fractional 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,
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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, 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 proxies, and judicial interpretations thereunder,
as if the Trust were a Delaware corporation and the Shareholders were
shareholders of a Delaware corporation.
SECTION 5. INSPECTION OF BOOKS. The Directors 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 Directors or by resolution of the
Shareholders.
SECTION 6. 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.
SECTION 7. 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.
ARTICLE IV
Directors
SECTION 1. MEETINGS OF THE DIRECTORS. The Directors may in their
discretion provide for regular or stated meetings of the Directors. Notice of
regular or stated meetings need not be given. Meetings of the Directors other
than regular or stated meetings shall be held whenever called by the Chairman,
the President, or by any two of the Directors, 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
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Secretary or by the officer or Directors calling the meeting and shall be
delivered or mailed, postage prepaid, to each Director at least two days before
the meeting, or shall be telegraphed, cabled, wired, or delivered by equivalent
electronic means, to each Director 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 Directors. Notice of a meeting need not be given to
any Director if a written waiver of notice, executed by him or her before the
meeting, is filed with the records of the meeting, or to any Director 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 Directors 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 Directors 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 Directors may be taken by the Directors without a meeting if a
majority of the Directors then in office (or such higher number of Directors 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 Directors'
meetings. Such consents shall be treated for all purposes as a vote taken at a
meeting of the Directors. Notwithstanding the foregoing, all actions of the
Directors shall betaken in compliance with the provisions of the Investment
Company Act of 1940, as amended.
SECTION 2. QUORUM AND MANNER OF ACTING. A majority of the Directors then
in office shall constitute a quorum for the transaction of business. If at any
meeting of the Directors 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 Directors present of any meeting at which there is a quorum
shall be the act of the Directors, except as may be otherwise specifically
provided bylaw or by the Declaration of Trust or by these By-Laws.
ARTICLE V
Committees
SECTION 1. EXECUTIVE, NOMINATING, AUDIT AND OTHER COMMITTEES. The
Directors by vote of a majority of all the Directors may elect from their own
number an Executive Committee to consist of not less than three (3) Directors to
hold office at the pleasure of the Directors, which shall have the power to
conduct the current and ordinary business of the Trust while the Directors 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 Directors as the Directors may, from time to
time,
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delegate to them except those powers by law, the Declaration of Trust or these
By-Laws they are prohibited from delegating. The Directors may also elect from
their own number or otherwise other Committees from time to time, the number
composing such Committees, the powers conferred upon the same (subject to the
same limitations as with respect to the Executive Committee) and the terms of
membership on such Committees to be determined by the Directors. Such committees
shall include a Nominating Committee and an Audit Committee. The Nominating
Committee shall include two persons, one designated by the Chair of the ICMA
Retirement Trust and one designated by the Chair of the ICMA Retirement
Corporation, in addition to such other persons as may be elected by the
Directors. The Directors may designate a chairman of any Committee. In the
absence of such designation the Committee may elect its own chairman.
SECTION 2. MEETINGS, QUORUM AND MANNER OF ACTING. The Directors may (1)
provide for stated meetings of any Committees, (2) specify the manner of calling
and notice required for a special meeting of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the 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.
ARTICLE VI
Officers
SECTION 1. GENERAL PROVISIONS. The officers of the Trust shall be a
President, a Treasurer and a Secretary, who shall be elected by the Directors.
The Directors may elect or appoint such other officers or agents as the business
of the Trust may require, including a Chairman of the Board ("Chairman"), Vice
Chairman, one or more Vice Presidents, one or more Assistant Secretaries, and
one or more Assistant Treasurers. The Directors may delegate to any officer or
Committee the power to appoint any subordinate officers or agents.
SECTION 2. 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 Directors. 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 Director of the Trust. Except as above provided, any two offices
may be held by the same person. The Chairman, if such an officer is elected,
shall be a Director and may, but need not be, a Shareholder. Any other officer
may be, but none need be, a Director or Shareholder.
SECTION 3. REMOVAL. The Directors, at any regular or special meeting of
the
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Directors, may remove any officer with or without cause, by a vote of a
majority of the Directors 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.
SECTION 4. 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 Directors, and shall, subject to the control of the Directors, 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 Directors or prescribed by the Declaration of Trust
or these By-Laws. In the absence of the Chairman, the Vice Chairman, if such an
officer is elected, shall assume all powers and duties assigned to the Chairman
hereunder.
SECTION 5. 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 Directors 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. Subject to
the control of the Directors, the Chairman and any Committees of the Directors,
within their respective spheres, as provided by the Directors, 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 and counsel
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
powers and duties as from time to time may be conferred upon or assigned to him
or her by the Directors.
SECTION 6. 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 Directors shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Directors. Each Vice President shall perform such other duties as
may be assigned to him or her from time to time by the Directors or the
President.
SECTION 7. 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 Directors 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
Directors as often as they 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 Directors. The
Treasurer shall give a bond for the faithful discharge of his or her duties, if
required so to do by the Directors, in such sum and with such surety or sureties
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as the Directors shall require.
SECTION 8. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall keep
the minutes of all meetings of the Directors 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 Directors.
SECTION 9. POWERS AND DUTIES OF ASSISTANT TREASURERS. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by the Directors
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. Each Assistant Treasurer shall give a bond for the faithful discharge
of his or her duties, if required so to do by the Directors, in such sum and
with such surety or sureties as the Directors shall require.
SECTION 10. POWERS AND DUTIES OF ASSISTANT SECRETARIES. In the absence or
disability of the Secretary, any Assistant Secretary designated by the Directors
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 Directors.
SECTION 11. COMPENSATION OF DIRECTORS. Directors shall not receive any
stated salaries, retirement benefits, deferred compensation or any other form of
compensation, provided that nothing herein shall be construed to preclude any
Director from serving the Trust in any other capacity and receiving compensation
therefor. The Trust is authorized to pay the necessary expenses of members of
the Board of Directors incurred in connection with the performance of the
official duties of their office. Any proposal to amend this provision to provide
for compensation to the Directors, or to provide for an increase in compensation
to Directors in excess of adjustments required to reflect the rate of inflation,
must be approved by (i) a majority of the Trust's shareholders or (ii) the
Trustees of the ICMA Retirement Trust.
SECTION 12. COMPENSATION OF OFFICERS. Subject to any applicable
provisions of the Declaration of Trust, the compensation of the officers shall
be fixed from time to time by the Directors or by any Committee or officer upon
whom such power may be conferred by the Directors. No officer shall be prevented
from receiving such compensation as such officer by reason of the fact that he
or she is also a Director.
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ARTICLE VII
Fiscal Year
The fiscal year of the Trust shall end on such date as the Directors shall from
time to time determine.
ARTICLE VIII
Seal
The Directors may adopt a seal which shall be in such form and shall have
such inscription thereon as the Directors may from time to time prescribe.
ARTICLE IX
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.
ARTICLE X
Custody of Securities
SECTION 1. 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 be a bank or other
depository meeting such requirements as may be set forth in the Investment
Company Act of 1940 and other applicable law and regulations for institutions
serving as custodians of funds held by registered investment companies. The
Custodian shall be appointed from time to time by the Directors, who shall fix
its remuneration.
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SECTION 2. ACTION UPON TERMINATION OF CUSTODIAN AGREEMENT. Upon
termination of a Custodian Agreement or inability of the Custodian to continue
to serve, the Directors 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 Directors 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.
SECTION 3. PROVISIONS OF CUSTODIAN CONTRACT. The Custodian contract shall
contain such provisions as may be required in the case of such arrangements by
the Investment Company Act of 1940 and rules and regulations adopted thereunder.
SECTION 4. CENTRAL CERTIFICATE SYSTEM. Subject to applicable rules,
regulations and orders adopted by the Commission, the Directors 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 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.
ARTICLE XI
Indemnification of Directors, Officers, Employees and Other Agents
SECTION 1. AGENTS, PROCEEDINGS, EXPENSES. For the purpose of this
Article, "agent" means any Person who is or was a Director, officer, employee or
other agent of the Trust or is or was serving at the request of the Trust as a
Director, 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.
SECTION 2. 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
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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.
SECTION 3. LIMITATIONS, SETTLEMENTS. No indemnification shall be provided
hereunder to an agent:
(a) 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
(b) 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 Directors 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
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.
SECTION 4. 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.
SECTION 5. 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
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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 Directors 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.
SECTION 6. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. The Article does not
apply to any proceeding against any Director, 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 Director, 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.
ARTICLE XII
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 Directors, provided, however,
that no By-law may be amended, adopted or repealed by the Directors 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.
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