AMENDED AND RESTATED BY-LAWS
OF
XXXXXXX XXXXX FUNDS
SECTION 1
DECLARATION OF TRUST AND PRINCIPAL OFFICE
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1.1 Agreement and Declaration of Trust. These By-Laws shall be subject
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to the Declaration of Trust, as from time to time in effect, of Xxxxxxx Xxxxx
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
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shall be located at 000 X. Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000.
SECTION 2
SHAREHOLDERS
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2.1 Shareholder Meetings. A meeting of the shareholders of the Trust
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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
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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
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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
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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
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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
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3.1 Committees and Advisory Board. The Trustees may appoint from
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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 Nominating Committee of Disinterested Directors. The Trustees
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who are not interested persons (as defined in the Investment Company Act of
1940) of the Trust shall, without any action by the Board of Trustees,
constitute a Nominating Committee that has all the powers of the Board of
Trustees in the selection and nomination for election or appointment to the
Board of Trustees of Trustees who are not interested persons (as so defined) of
the Trust. The Chairman of the Nominating Committee shall be elected by the
Nominating Committee. The Nominating Committee may fix its own rules of
procedure and may meet when and as provided by such rules.
3.3 Regular Meetings. Regular meetings of the Trustees may be held
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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.
3.4 Special Meetings. Special meetings of the Trustees may be held
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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.
3.5 Compensation of Trustees. No Trustee shall receive any stated
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salary or fees from the Trust for his or her services as such if such Trustee
is, as director, officer, or employee
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of the Trust's investment adviser, administrator or principal underwriter,
if any. Except as provided in the preceding sentence, Trustees shall be entitled
to receive such compensation from the Trust for their services in such manner
and such amounts as may from time to time be voted by the Board of Trustees.
3.6 Notice. It shall be sufficient notice to a Trustee to send notice
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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 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.
3.7 Quorum. At any meeting of the Trustees one-third of the Trustees
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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
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4.1 Enumeration; Qualification. The officers of the Trust shall be a
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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
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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
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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
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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
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at the pleasure of the Trustees. Each agent shall retain his or her authority at
the pleasure of the Trustees.
4.5 President. The President shall, in the absence of the Chairman,
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preside at all meetings of the shareholders and Board of Trustees. The President
shall have power to sign all certificates for shares of beneficial interest. The
President shall perform such other duties as the Board of Trustees shall from
time to time prescribe. Except in those instances in which the authority to
execute is expressly delegated to another officer or agent of the Trust or a
different mode of execution is expressly prescribed by the Board of Trustees or
these Bylaws or where otherwise required by law, the President may execute any
documents or instruments which the Board has authorized to be executed or the
execution of which is in the ordinary course of the Trust's business.
4.6 Vice President. In the absence of the president or in the event
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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
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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
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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, RETIREMENT AND REMOVALS
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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. No Trustee will
stand for reelection as Trustee at any election held after such Trustee shall
have reached 70 years of age, and, after his successor shall have been elected
and qualify, such Trustee shall retire. 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
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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
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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 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
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Certificates certifying the ownership of shares may be issued as the
Trustees may 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. Any certificates issued shall be in such form as the Board of
Trustees may from time to time prescribe, including on its face the name of the
Trust, the name of the person to whom it is issued, and the class of shares and
number of shares it represents. The certificate shall contain on its face or
back either a full statement or summary of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption of the shares
of each class which the Trust is authorized to issue or a statement that the
Trust will furnish such statement or summary to any shareholder on request and
without charge. Each certificate issued shall be signed by the President, a
Vice-President or the Chairman of the Board and countersigned by the Secretary,
an Assistant Secretary, the Treasurer or an Assistant Treasurer. Such signatures
may be either manual or facsimile signatures. A certificate is valid whether or
not an officer who signed it is still an officer when it is issued. Each
certificate may be sealed with the actual seal of the Trust or a facsimile of it
or in any other form.
SECTION 8
RECORD DATE AND CLOSING TRANSFER BOOKS
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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.
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SECTION 9
SEAL
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The Board of Trustees may provide for a suitable seal for the Trust, in
such form and bearing such inscriptions as it may determine.
SECTION 10
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, 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.
SECTION 11
FISCAL YEAR
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Except as from time to time otherwise provided by the Trustees, the
fiscal year of the Trust shall end on December 31.
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SECTION 12
AMENDMENTS
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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:
September 8, 1999
Amended and Restated
October 23, 2001
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