Exhibit b
BY-LAWS
OF
USAA INVESTMENT TRUST
AS AMENDED MARCH 1, 2005
ARTICLE 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 (also referred to as the Master Trust
Agreement), as from time to time in effect (the "Declaration of Trust"), of the
USAA Investment Trust, the 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 San Antonio, Texas.
ARTICLE 2
MEETING OF TRUSTEES
2.1 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.
2.2 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 Board, 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 of the Trustees calling the meeting.
2.3 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 hours 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 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 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. Neither notice of a meeting nor a
waiver of a notice need specify the purposes of the meeting.
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2.4 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.
2.5 PARTICIPATION BY TELEPHONE. One or more of the Trustees or of any
committee of the Trustees may participate in a meeting 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. Action to
approve an advisory agreement may not be taken by Trustees at a telephonic
meeting unless otherwise permitted under the Investment Company Act of 1940.
Participation by such means shall constitute presence in person at a meeting.
ARTICLE 3
TRUSTEES
3.1. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be chosen by
the Board of Trustees and shall preside at meetings of the Board of Trustees. He
shall have such other powers as the Board of Trustees may from time to time
assign to him.
3.2. PLACE OF MEETING. Meetings of the Board of Trustees may be held
either within or outside the Commonwealth of Massachusetts,at whatever place is
specified by the officer calling the meeting. In the absence of a specific place
designation, the meeting shall be held at the office of the Trust in the City of
San Antonio, Texas.
3.3. ORGANIZATIONAL AND REGULAR MEETINGS. Any newly elected Board of
Trustees may hold its first meeting for the purpose of organization and the
transaction of business, if a quorum is present, immediately following its
election at a meeting of the shareholders, at the place of such meeting. No
notice of such first meeting need be given to either old or new members of the
Board of Trustees. Regular meetings may be held at such other times as shall be
designated by the Board of Trustees and notice of such regular meetings shall
not be required.
3.4. SPECIAL MEETINGS. Special meetings of the Board of Trustees may be
held at any time upon the call of the President or any two (2) Trustees of the
Trust. The Secretary shall give notice of such special meeting by mailing the
same at least three (3) days or by telegraphing, telephoning or emailing the
same at least one (1) day before the meeting to each Trustee. Notice of the
time, place and purpose of such meeting may be waived in accordance with Article
2.3 of these By-laws. Attendance of a Trustee at such meeting shall also
constitute a waiver of notice thereof, except where he attends for the announced
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened. Except as otherwise herein provided,
neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Trustees need be specified in the notice or
waiver of notice of such meeting.
3.5. QUORUM AND MANNER OF ACTING. A majority of the number of Trustees
fixed by these By-laws or Declaration of Trust as from time to time amended,
shall constitute a quorum for the
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transaction of business, but a smaller number may adjourn from time to time
until they can secure the attendance of a quorum. The act of a majority of the
Trustees present at any meeting at which a quorum is present shall be the act of
the Board of Trustees, except as otherwise expressly required under the
provisions of the 1940 Act , as amended, or where a larger vote is required by
law, the Declaration of Trust or these By-laws. Any regular or special meeting
of the Board of Trustees may be adjourned from time to time by those present,
whether a quorum is present or not.
3.6. ACTION WITHOUT MEETING. Subject to the provisions of the 1940 Act,
as amended, any action permitted or required by law, these By-laws or by the
Declaration of Trust, to be taken at a meeting of the Board of Trustees or any
committee may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all the members of the Board of Trustees of
such committee, as the case may be. Such consent shall have the same force and
effect as a unanimous vote at a meeting, and may be stated as such in any
document or instrument filed with the Secretary of State. .
ARTICLE 4
OFFICERS
4.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
President, a Treasurer, a Secretary, a Chief Compliance Officer and such other
officers, including Vice Presidents, if any, as the Trustees from time to time
may in their discretion elect. Any officer may be but none need be a Trustee or
a beneficial owner of the Trust. Any two or more offices, except the President
and Vice President, may be held by the same person.
4.2 ELECTION. The President, the Treasurer, the Secretary, and the Chief
Compliance Officer shall be elected annually by the Trustees. In addition to
being selected by a majority of the Trustees, the Chief Compliance Officer must
be selected by a majority of the Trustees who are not "interested persons" as
defined under the 1940 Act and implementing rules (Independent Trustees). The
meeting at which the officers are elected shall be known as the annual meeting
of Trustees. Other officers, if any, may be elected or appointed by the Trustees
at said meeting or at any other time. Vacancies in any office may be filled at
any time.
4.3 TENURE. The President, the Treasurer, the Secretary, and the Chief
Compliance Officer shall hold office until the next annual meeting of the
Trustees and until their respective successors are chosen and qualified, or in
each case 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.
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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 Massachusetts
business corporation and such other duties and powers as the Trustees may from
time to time designate.
4.5 PRESIDENT. Unless the Trustees otherwise provide, the President shall
be the Chief Executive Officer. .
4.6 VICE PRESIDENT. The Vice President, or if there be more than one Vice
President, the Vice Presidents in the order determined by the Trustees (or if
there be no such determination, then in the order of their election) shall in
the absence of the President or in the event of his inability or refusal to act,
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall perform such other duties and have such other powers as the
Board of Trustees may from time to time prescribe.
4.7 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.
4.8 ASSISTANT TREASURER. The Assistant Treasurer, or if there shall be
more than one, the Assistant Treasurers in the order determined by the Trustees
(or if there be no such determination, then in the order of their election),
shall, in the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board of
Trustees may from time to time prescribe.
4.9 SECRETARY. The Secretary shall record all proceedings of the
shareholders and the Trustees in books to be kept therefor, 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 is absent, a temporary secretary chosen
at such meeting shall record the proceedings thereof in the aforesaid books.
4.10 ASSISTANT SECRETARY. The Assistant Secretary, or if there be more
than one, the Assistant Secretaries in the order determined by the Trustees (or
if there be no determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Trustees may from
time to time prescribe.
4.11. CHIEF COMPLIANCE OFFICER. The Chief Compliance Officer shall
oversee and direct the implementation of the Company's compliance program as
mandated by the 1940 Act and
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implementing rules. The Chief Compliance Officer shall perform such other duties
and have such other responsibilities as from time to time may be assigned to him
by the Trustees. The Chief Compliance Officer shall report directly to the
Trustees or a committee of the Trustees in carrying out his functions.
4.12 RESIGNATIONS AND REMOVALS. Any Trustee or officer may resign at any
time by written instrument signed by him and delivered to the Chairman of the
Board, the President or the Secretary or to a meeting of the Trustees. Such
resignation shall be effective at some other time. The Trustees may remove any
officer elected by them 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 5
COMMITTEES
5.1 GENERAL. The Trustees, by vote 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
of 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 6
REPORTS
6.1 GENERAL. 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.
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ARTICLE 7
FISCAL YEAR
7.1 GENERAL. The fiscal year of the Trust shall be fixed by resolution of
the Trustees.
ARTICLE 8
SEAL
8.1 GENERAL. The seal of the Trust shall consist of a flat-faced 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.
ARTICLE 9
EXECUTION OF PAPERS
9.1 GENERAL. Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the President, any Vice President, or by the Treasurer and need not bear the
seal of the Trust.
ARTICLE 10
ISSUANCE OF SHARE CERTIFICATES
10.1 SHARE CERTIFICATES. In lieu of issuing certificates for shares, the
Trustees or the transfer agent may either issue receipts therefor 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
either in limited cases or to all shareholders. In that event, a shareholder may
receive a certificate stating the number of shares owned by him, in such form as
shall be prescribed from time to time by the Trustees. Such certificate shall be
signed by the President or a Vice President and by the Treasurer or Assistant
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 cease to be such officer before such
certificate is issued, it may be issued by the Trust with the
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same effect as if he were such officer at the time of its issue.
10.2 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.
10.3 ISSUANCE OF NEW CERTIFICATE TO PLEDGEE. A pledgee 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.
10.4 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 shares certificates to the Trust
for cancellation. Such surrender and cancellation shall not affect the ownership
of shares in the Trust.
ARTICLE 11
DEALINGS WITH TRUSTEES AND OFFICERS
11.1 GENERAL. 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 shares from any firm or company in which any Trustee,
officer or other agent of the Trust may have an interest.
ARTICLE 12
AMENDMENTS TO THE BY-LAWS
12.1 GENERAL. 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.
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ARTICLE 13
SHAREHOLDER VOTING
13.1 SHAREHOLDER PROXIES. A shareholder may authorize another person to act as
proxy for the shareholder by authorizing a person or organization to execute a
proxy for the shareholder pursuant to telephonic or electronically transmitted
instructions.
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