Exhibit 2
XXXXXX ASSOCIATES INVESTMENT TRUST
BYLAWS
[as amended through September 9, 1997]
Section 1
Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These Bylaws shall be subject to
the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of Xxxxxx Associates Investment Trust, a Massachusetts
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 in Chicago, Illinois.
Section 2
Shareholders
2.1 Shareholder Meetings. A meeting of the shareholders of the Trust or of
any one or more series or classes of shares may be called at any time by the
Trustees, by the chairman or, if the 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 or class, if shareholders of such
series or class are entitled under the Declaration of Trust to vote by
individual series or class at such meeting, then such shareholders may call such
meeting. If the meeting is a meeting of the shareholders of one or more series
or classes of shares, but not a meeting of all shareholders of the Trust, then
only the shareholders of such one or more series or classes 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. [amended 9/9/97]
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 Trustee or the chairman of the Trust. [amended 9/9/97]
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 her or at his or her residence or
usual place of business or by mailing it, postage prepaid, and addressed to such
shareholder at his or her 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. 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.
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, any such committee may make rules for 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 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
chairman 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. [amended 9/9/97]
3.4 Notice. It shall be sufficient notice to a Trustee 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 purposes of the meeting.
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3.5 Quorum. At any meeting of the Trustees a majority of the Trustees then
in office shall constitute a quorum; provided, however, a quorum shall not be
less that 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. [amended 9/21/93]
3.6 Eligibility to Serve. No person shall be appointed or elected to serve
as a Trustee after attaining the age of 65 years. Any Trustee shall retire as a
Trustee as of the end of the calendar year in which the Trustee attains the age
of 70 years, except that any Trustee who had attained the age of 70 years as of
June 15, 1993 shall retire as a Trustee as of the end of the calendar year in
which the Trustee attains the age of 72 years. [adopted 6/15/93]
Section 4
Officers and Agents
4.1 Enumeration; Qualification. The officers of the Trust shall be a
chairman, 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. [amended
9/21/93 and 9/9/97]
4.2 Powers. Subject to the other provisions of these Bylaws, 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, 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 chairman, the 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. [amended 9/21/93 and 9/9/97]
4.4 Tenure. The chairman, the 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. [amended 9/21/93 and 9/9/97]
4.5 Chairman. The chairman (a) shall be the chief executive and chief
operating officer of the Trust; (b) except as may otherwise be provided by the
Board of Trustees, shall preside at all meetings of the Board of Trustees and
shareholders; and (c) shall have general and active management of the business
of the Trust and shall see that all orders and resolutions of the Board of
Trustees are carried into effect. [added 9/21/93 and 9/9/97]
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4.6 President. In the absence of the chairman, or in the event of the
chairman's inability or refusal to act, the president shall perform the duties
of the chairman and when so acting shall have all the powers of the chairman.
The president shall also have such other duties and powers as shall be
designated from time to time by the Trustees or the chairman. [amended 9/9/97]
4.7 Vice Presidents. In the absence of the president, or in the event of
the president's inability or refusal to act, the vice president (or if there be
more than one vice president, the vice presidents in the order designated, or in
the absence of any designation, then in the order of their election) shall
perform the duties of the president and when so acting shall have all the powers
of the president. Any vice president shall also have such other duties and
powers as shall be designated from time to time by the Trustees, the chairman or
the president. [amended 9/21/93 and 9/9/97]
4.8 Treasurer and Assistant Treasurer. The treasurer shall be the chief
financial and accounting officer of the Trust, shall be responsible for
preparation of financial statements 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 its books of account and accounting records. The treasurer
shall also have such other duties and powers as shall be designated from time to
time by the Trustees, the chairman, the president or the vice president-finance.
In the absence of the treasurer, if there is an assistant treasurer the
assistant treasurer shall perform the duties of the treasurer and when so acting
shall have the powers of the treasurer. The assistant treasurer shall also have
such other duties and powers as shall be designated from time to time by the
Trustees, the chairman, the president, the vice president-finance or the
treasurer. [amended 9/21/93 and 9/9/97]
4.9 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.
[amended 9/9/97]
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 chairman, the treasurer 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. [amended 9/9/97]
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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 chairman, 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. [amended 9/9/97]
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
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 chairman, the president or a vice president and by the secretary,
treasurer or an assistant secretary or 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 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. [amended 9/21/93 and 9/9/97]
In lieu of issuing certificates for shares, the Trustees or the transfer
agent may either issue receipts therefor or 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
or shares in the Trust.
Section 8
Record Date and Closing Transfer Books
The Trustees may fix in advance a time, which shall not be more than 60
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
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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 "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.
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 transfer of securities standing in the name
of the Trust shall be executed, by the chairman, the president, one of the vice
presidents or 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.
[amended 9/9/97]
Section 11
Fiscal Year
Except as from time to time otherwise provided by the Trustees, the fiscal
year of the Trust shall end on September 30. [amended 6/10/97]
Section 12
Amendments
These Bylaws 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.
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