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EXHIBIT (b)(ii)
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. 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
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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, 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
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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
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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
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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.
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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:
December 21, 1998
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