Exhibit 99(b)
XXXXXX ASSOCIATES INVESTMENT TRUST
BYLAWS
as amended through July 27, 2005
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 of the board, by the president or, if the Trustees,
the chairman of the board 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
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 and 1/17/01]
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 Trustees or the president of the Trust. [amended 9/9/97 and
1/17/01]
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. The
placing of a shareholder's name on a proxy pursuant to telephone or
electronically 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.
[amended 7/18/00]
SECTION 3
TRUSTEES
3.1 COMMITTEES. 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. [amended 1/15/03]
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 of the board or the president 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 and 1/17/01]
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.
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 than 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
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of the calendar year in which the Trustee attains the age of 72 years. [adopted
6/15/93; amended 1/16/02]
3.7 NOMINATION OF NON-INTERESTED TRUSTEES. No Trustee who is an
"interested person" of the Trust within the meaning of the Investment Company
Act of 1940 shall vote for the nomination of any person for election as a
non-interested Trustee. [adopted 1/17/01]
3.8 CHAIRMAN OF THE TRUSTEES. The Trustees may appoint one of their number
to be chairman of the Trustees. The chairman shall not be an "interested person"
of the Trust within the meaning of the Investment Company Act of 1940. The
chairman shall preside at all meetings of the Trustees and Shareholders and
shall have such other duties as may be assigned to the chairman by the Trustees
from time to time. A Trustee serving as chairman shall not be an officer of the
Trust and shall have no greater liability, nor be held to any higher standard or
duty, than that to which he or she would be subject if not serving as chairman.
[amended 4/27/05]
3.9 COMMITTEE CHAIRS. The Trustees may appoint one of their number to be a
chair of each respective committee. Each committee chair shall not be an
"interested person" of the Trust within the meaning of the Investment Company
Act of 1940. Each committee chair shall preside at all meetings of their
respective committees and shall have such other duties as may be assigned to the
committee chair by the Trustees from time to time. A Trustee serving as
committee chair shall have no greater liability, nor be held to any higher
standard or duty, than that to which he or she would be subject if not serving
as committee chair. [amended 4/27/05]
SECTION 4
OFFICERS AND AGENTS
4.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
president, an executive vice president, one or more vice presidents, 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, 9/9/97,
1/17/01, 4/18/01 and 1/15/03]
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 president, the executive vice president, one or more
vice presidents, 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, 9/9/97, 1/17/01 and 1/15/03]
4.4 TENURE. The president, the executive vice president, any vice
president, the treasurer and the secretary shall hold office until their
respective successors are chosen and
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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, 9/9/97 , 1/17/01 and 1/15/03]
4.5 PRESIDENT. The president (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, in the absence of the chairman of the board, 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. The
president shall also have such other duties and powers as shall be designated
from time to time by the Trustees. [amended 9/9/97 and 1/17/01]
4.6 EXECUTIVE VICE PRESIDENT. In the absence of the president, or in the
event of the president's inability or refusal to act, the executive vice
president shall perform the duties of the president and when so acting shall
have all the powers of the president. The executive vice president shall also
have such other duties and powers as shall be designated from time to time by
the Trustees or the president. [amended 1/15/03]
4.7 VICE PRESIDENTS. In the absence of the president and the executive
vice president, or in the event of the president's and the executive vice
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 or the executive vice president (as the case may be)
and when so acting shall have all the powers of the president or the executive
vice president (as the case may be). Any vice president shall also have such
other duties and powers as shall be designated from time to time by the
Trustees, the president or the executive vice president. [amended 9/21/93,
9/9/97, 1/17/01, 4/18/01 and 1/15/03]
4.8 TREASURER AND ASSISTANT TREASURER. The treasurer shall be the chief
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 president or the executive vice president. 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 president,
the executive vice president or the treasurer. [amended 9/21/93, 9/9/97,
1/17/01, 1/15/03, and 7/27/05]
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]
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SECTION 5
RESIGNATIONS AND REMOVALS
Any Trustee or officer may resign at any time by delivering his or her
resignation in writing to the chairman of the board, the president, the
executive vice president, 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 or
officer resigning, and no officer 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, 1/17/01 and
1/15/03]
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
executive 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. [amended 9/9/97, 1/17/01 and
1/15/03]
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 president, the executive vice 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, 9/9/97, 1/17/01 and
1/15/03]
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,
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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 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 president, the executive vice 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, 1/17/01 and 1/15/03]
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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