BY-LAWS
OF
BJB GLOBAL INCOME FUND
APRIL 30, 1992
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 Master Trust Agreement, as from time to
time in effect (the "Master Trust Agreement"), of BJB Global Income
Fund, the Massachusetts business trust established by the Master
Trust Agreement (the "Trust").
1.2 Principal Office of the Trust. The principal office
of the Trust shall be located at Xxx Xxxxxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000.
ARTICLE 2
Meetings 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 Trustees, 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 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 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 purpose of the
meeting.
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. Participation by such
means shall constitute presence in person at a meeting.
ARTICLE 3
Officers
3.1 Enumeration; Qualification. The officers of the Trust
shall be a Chairman of the Trustees, a President, a Treasurer, a
Secretary and such other officers, including Vice Presidents, if
any, as the Trustees from time to time may in their discretion
elect. The Trust may also have such agents as the Trustees from
time to time in their discretion may appoint. The Chairman of the
Trustees shall be a Trustee and may but need not be a shareholder;
and any other officer may be but none need be a Trustee or
shareholder. Any two or more offices may be held by the same
person.
3.2 Election. The Chairman of the Trustees, 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. Vacancies in any office
may be filled at any time.
3.3 Tenure. The Chairman of the Trustees, 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 and each agent
shall retain authority at the pleasure of the Trustees.
3.4 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 Master Trust Agreement set forth, such
duties and powers as are commonly incident to the office occupied
by him or her 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.
3.5 Chairman; President. Unless the Trustees otherwise
provide, the Chairman of the Trustees, or, if there is none, or in
the absence of chairman, the President shall preside at all
meetings of the shareholders and of the Trustees. The Chairman
shall be the chief executive officer.
3.6 Treasurer. The Treasurer shall be the chief financial
and accounting officer of the Trust, and shall, subject to the
provisions of the Master Trust Agreement 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.
3.7 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 or she is absent, a temporary secretary chosen at
such meeting shall record the proceedings thereof in the aforesaid
books.
3.8 Resignations and Removals. Any Trustee or officer may
resign at any time by written instrument signed by him or her and
delivered to the Chairman, the President or the Secretary or to a
meeting of the Trustees. Such resignation shall be effective upon
receipt unless specified to 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 or her resignation or removal.
ARTICLE 4
Committees
4.1 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 thereof some or all
of their powers except those which by law, by the Master Trust
Agreement, 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 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 office 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
power 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 5
Reports
5.1 General. The Trustees and officers shall render
reports at the time and in the manner required by the Master Trust
Agreement or any applicable law. Officers and Committees shall
render such additional reports as they may deed desirable or as may
from time to time be required by the Trustees.
ARTICLE 6
Seal
6.1 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 7
Execution of Papers
7.1 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 the Treasurer and need not bear the seal of the Trust.
ARTICLE 8
Issuance of Share Certificates
8.1 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 purpose 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. In that event, 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 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 that 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 same effect as it he were such officer
at the time of its issue.
8.2 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.
8.3 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.
8.4 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 9
Custodian
9.1 General. The Trust shall at all times employ a bank
or trust company having a capital, surplus and undivided profits of
at least Two Million Dollars ($2,000,000) as Custodian of the
capital assets of the Trust. The Custodian shall be compensated
for its services by the Trust and upon such basis as shall be
agreed upon from time to time between the Trust and the Custodian.
ARTICLE 10
Dealings with Trustees and Officers
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 or she 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 he or she is interested.
ARTICLE 11
Shareholders
11.1 Meetings. A meeting of the shareholders of the Trust
shall be held whenever called by the Trustees and whenever election
of a Trustee or Trustees by shareholders is required by the
provisions of section 16(a) of the Investment Company Act of 1940
for that purpose. The Trustees shall promptly call and give notice
of a meeting of shareholders for the purpose of voting upon removal
of any Trustees of the Trust when requested to do so in writing by
shareholders holding not less than 10% of the shares then
outstanding. Meetings of shareholders for any other purpose shall
also be called by the Trustees when requested in writing by
shareholders holding at least 10% of the shares then outstanding,
or if the Trustees shall fail to call or give notice of any meeting
of shareholders for a period of 30 days after such application,
then shareholders holding at least 10% of the shares then
outstanding may call and give notice of such meeting.
11. Record Dates. For the purpose of determining the
shareholders who are entitled to vote or act at a meeting or any
adjournment thereof, or who are entitled to receive payment of any
dividend or of any other distribution, the Trustees may from time
to time fix a time, which shall be not more than 60 days before the
date of any meeting of shareholders or the date for the payment of
any dividend or of any other distribution, as the record date for
determining the shareholders having the right to notice of 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 such purposes close the register or transfer
books for all or any part of such period.
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.
ARTICLE 13
Declaration of Trust
The Master Trust Agreement establishing BJB Global Income
Fund, dated April 30, 1992, a copy of which, together with all
amendments thereto, is on file in the office of the Secretary of
The Commonwealth of Massachusetts, provides that the name BJB
Global Income Fund refers to the Trustees under the Master Trust
Agreement collectively as Trustees, but not as individuals or
personally; and no Trustee, shareholder, officer, employee or agent
of BJB Global Income Fund shall be held to any personal liability,
nor shall resort be had to their private property, for the
satisfaction of any obligation or claim or otherwise, in connection
with the future affairs of BJB Global Income Fund, but the Trust
Estate only shall be liable.
