THE CLEARWATER INVESTMENT FUND
BY-LAWS
BY-LAWS
OF
THE CLEARWATER INVESTMENT FUND
Table of Contents
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ARTICLE 1 Agreement and Declaration of Trust and Principal Office........3
ARTICLE 2 Shareholders...................................................3
ARTICLE 3 Trustees.......................................................4
ARTICLE 4 Officers.......................................................5
ARTICLE 5 Resignations and Removals......................................6
ARTICLE 6 Reports........................................................7
ARTICLE 7 Seal...........................................................7
ARTICLE 8 Execution of Papers............................................7
ARTICLE 9 Issuance of Share Certificates.................................7
ARTICLE 10 Custody of Securities and Cash.................................8
ARTICLE 11 Dealings with Trustees and Officers............................9
ARTICLE 12 Amendments to the By-Laws......................................9
ARTICLE 13 Declaration of Trust..........................................10
BY-LAWS
OF
THE CLEARWATER INVESTMENT FUND
ARTICLE 1
Agreement and Declaration of Trust
and Principal Office
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1.1 AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be
subject to the Declaration of Trust, as from time to time in effect, of THE
CLEARWATER INVESTMENT FUND, the Delaware statutory trust established by the
Declaration of Trust. Unless otherwise required by the context or
specifically provided, the terms used in these By-Laws shall have the
meanings given in the Declaration of Trust.
1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of the
Trust shall be located in Palm Harbor, Florida.
ARTICLE 2
Shareholders
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2.1 MEETINGS. Meetings of the Shareholders of the Trust or of any
Series of Shares may be called at any time by the Trustees, by the Chairman
or President, if Trustees and the Chairman or 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, then such Shareholders may
call such meeting. The preceding sentence shall apply upon written
application by Shareholders holding at least 10% of the Shares issued and
outstanding, and entitled to vote at the meeting, when the purpose of the
meeting is to vote upon the question of the removal of one or more Trustees.
Whenever Shareholders meeting the requirements and complying with the
conditions set forth in Section 16(c) of the 1940 Act apply to the Trustees
in writing stating that they wish to communicate with other Shareholders with
a view to obtaining signatures to a request for a meeting for such purpose,
the Trustees shall provide the assistance referred to in that section.
Whenever a meeting is a meeting of the Shareholders of the Trust, then only
the Shareholders of such one or more Series of Shares shall be entitled to
notice of and to vote at 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 Chairman or
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 thereafter 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 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. Proxies must be dated not more than six
months before the meeting named therein. 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.
ARTICLE 3
Trustees
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3.1 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.
3.2 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 Trustees, the President or the Secretary 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 the Trustees
calling the meeting.
3.3 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 hour before the meeting addressed to the Trustee at his
usual or last known business or residence address or to give notice to him in
person or by email or 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 before or after the meeting, is filed with
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.
Neither notice of a meeting nor a waiver of a notice need specify the
purposes of the meeting.
3.4 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.
3.5 PARTICIPATION BY TELEPHONE. One or more of the Trustees may
participate in a meeting of the Trustees or of any committee 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.
Except as otherwise provided by law, participation by such means shall
constitute presence in person at a meeting.
3.6 ACTION BY WRITTEN CONSENT. Any action by the Trustees may be
taken without a meeting if a written consent thereto is signed by a majority
of the Trustees and filed with the records of the Trustees' meetings. Such
consent shall be treated as a vote of the Trustees for all purposes. If any
action is taken by the Trustees by a written consent of less than all of the
Trustees, then prompt notice of any such action shall be furnished to each
Trustee who did not execute such written consent, provided that the
effectiveness of such action shall not be impaired by any delay or failure to
furnish such notice.
3.7 COMMITTEES. The Trustees, by action of a majority of the
Trustees then in office, may elect from their number an Executive Committee
or other committees and may delegate thereto some or all of their powers
except those which by law, by the Declaration of Trust, 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 of its business, but unless
otherwise provided by the Trustees 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 such committees shall hold such
offices 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 powers 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 4
Officers
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4.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be
a Chairman of the Trustees, a President, a Treasurer, a Secretary 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 Trustees shall be a Trustee and may but need not be a Shareholder. Any
other officer may but need not be a Trustee or a Shareholder. Any two or more
offices may be held by the same person.
4.2 ELECTION. The Chairman of the Trustees, the President, the
Treasurer, the Secretary and 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.
4.3 TENURE. The Chairman of the Trustees, the President, the
Treasurer and the Secretary shall hold office in each case until his
respective successor is chosen and qualified, or until he 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.
4.4 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
Declaration of Trust set forth, such duties and powers as are commonly
incident to the office occupied by him 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.
4.5 CHAIRMAN; PRESIDENT. Unless the Trustees otherwise provide, the
Chairman of the Trustees, or, if there is none, or in the absence of the
Chairman, the President shall preside at all meetings of the Shareholders and
of the Trustees. The President shall be the chief executive officer of the
Trust and, subject to the Trustees, shall have general supervision over the
business and policies of the Trust.
4.6 TREASURER. The Treasurer shall be the chief financial and
accounting officer of the Trust, and shall, subject to the provisions of the
Declaration of Trust 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
accounting 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.
4.7 SECRETARY. The Secretary shall record all proceedings of the
Shareholders and the Trustees in books to be kept therefore, 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.
ARTICLE 5
Resignations and Removals
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Any Trustee or officer may resign at any time by written instrument
signed by him and delivered to the Chairman, the President or the Secretary
or to a meeting of the Trustees. Such resignation shall be effective upon
receipt unless specified to be effective at some other time. The Trustees, by
action of a majority of the Trustees then in office, may remove any officer
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
resignation or removal, or any right to damages on account of such removal.
ARTICLE 6
Reports
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The Trustees and officers shall render reports at the time and in the
manner required by the Declaration of Trust or any applicable law. Officers
and committees shall render such additional reports as they may deem
desirable or as may from time to time be required by the Trustees.
ARTICLE 7
Seal
----
The seal of the Trust shall consist of a flat-faced die with the word
"Delaware statutory trust", 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 8
Execution Of Papers
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Except as the Trustees may generally or in particular cases authorize
the execution thereof in some other manner, all deeds, leases, contracts,
notes, regulatory filings required to be made under applicable law, and other
obligations made by the Trustees shall be signed by the Chairman, President,
any Vice President, the Secretary or the Treasurer and need not bear the seal
of the Trust.
ARTICLE 9
Issuance of Share Certificates
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9.1 SHARE CERTIFICATES. In lieu of issuing certificates for Shares,
the Trustees or the transfer agent may either issue receipts therefore 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.
The Trustees may at any time authorize the issuance of share
certificates. In that event, each Shareholder of record of any Series of
Shares shall be entitled to a certificate stating the number of Shares of the
Series of Shares owned by him, in such form as shall be prescribed from time
to time by the Trustees. Such certificates shall be signed by the Chairman,
President or a Vice President and by the Treasurer or any Assistant Treasurer
of the Trust. Such signatures may be facsimiles if the certificate is signed
by a transfer agent or a registrar. 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.
9.2 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.
9.3 ISSUANCE OF NEW CERTIFICATE TO PLEDGEE. If the Trustees shall
have authorized the issuance of certificates, a pledge 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.
9.4 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 share certificates to
the Trust for cancellation. Such surrender and cancellation shall not affect
the ownership of Shares in the Trust.
ARTICLE 10
Custody of Securities and Cash
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10.1 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 owned by the
Trust. The Custodian shall be a Trust Company or bank that meets the
qualifications for custodians for portfolio securities contained in the 1940
Act. Subject to the 1940 Act, the Trust's Custodian may deposit all or a part
of the securities, cash or other property owned by the Trust for the benefit
of any of its Series of Shares in a sub-custodian or sub-custodians situated
within or without the United States. The Custodian shall be appointed and its
remuneration fixed by the Trustees.
10.2 CENTRAL CERTIFICATE SERVICE. Subject to the 1940 Act, the
Trust's Custodian and sub-custodians may deposit all or any part of the
securities owned by the Trust for the benefit of any of its Series of Shares
in a system for the central handling of securities established by a national
securities exchange or national securities association registered with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
or such other person, domestic or foreign, 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.
10.3 CASH ASSETS. The cash proceeds from the sale of securities and
similar investments and other cash assets of the Trust for the benefit of any
of its Series of Shares shall be kept in the custody of a Trust Company, bank
or banks appointed pursuant to Section 10.1 hereof, or in accordance with
such rules and regulations or orders as the Securities and Exchange
Commission may from time to time prescribe for the protection of investors,
except that the Trust may maintain a checking account or accounts in a bank
or banks, of not less than $10,000,000, provided that the balance of such
account or the aggregate balances of such accounts shall at no time exceed
the amount of the fidelity bond, maintained pursuant to the requirements of
the 1940 Act, covering the officers or employees authorized to draw on such
account or accounts.
10.4 FREE CASH ACCOUNTS. The Trust may, upon resolution of its
Trustees, maintain a xxxxx cash account free of the foregoing requirements of
this Article 10 in an amount not to exceed $2,500 provided that such account
is operated under the imprest system and is maintained subject to adequate
controls approved by the Trustees over disbursements and reimbursements
including, but not limited to, fidelity bond coverage for persons having
access to such funds.
10.5 ACTION UPON TERMINATION OF CUSTODIAN AGREEMENT. Upon
resignation of a Custodian of the Trust or inability of a Custodian to
continue to serve, the Trustees shall promptly appoint a successor Custodian,
but in the event 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 vote of the holders of a majority of the outstanding Shares of
the Trust, the Custodian shall deliver and pay over all property of the Trust
held by it as specified in such vote.
ARTICLE 11
Dealings with Trustees and Officers
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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 were not a
Trustee, officer or agent; and the Trustees may accept subscriptions to
Shares or repurchase or redeem Shares from any firm or company in which he is
interested.
ARTICLE 12
Amendments to the By-laws
-------------------------
These By-Laws may be amended or repealed, in whole or in part, by a
majority of the Trustees then in office.
ARTICLE 13
Declaration of Trust
--------------------
The Agreement and Declaration of Trust establishing THE CLEARWATER
INVESTMENT FUND dated September 2003, together with all amendments thereto,
provides that the name "THE CLEARWATER INVESTMENT FUND" refers to the
Trustees under the Declaration of Trust collectively as Trustees, but not as
individuals or personally; and no Trustee, Shareholder, officer, employee or
agent of THE CLEARWATER INVESTMENT FUND 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
affairs of THE CLEARWATER INVESTMENT FUND or any Series of Shares thereof,
but only the assets belonging to the Trust, or to the particular Series of
Shares with which the obligation or claim arose, shall be liable.
2
CLEARWATER INVESTMENT FUND
September 2003
