1
EXHIBIT 2(b)
BY-LAWS
OF
SIERRA TRUST FUNDS
(formerly, THE GW INVESTMENT FUNDS)
(as amended through November 18, 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 Sierra Trust Funds, a Massachusetts business
trust established by the Master Trust Agreement, as amended (the "Trust").
1.2 Principal Office of the Trust. The principal
office of the Trust shall be located in Boston, Massachusetts.
ARTICLE 2
Meetings of Trustees
2.1 Chairman. The Trustees may appoint one member of
the Board of Trustees to serve as Chairman thereof. The Chairman of the
Trustees may but need not be a shareholder. Unless the Trustees otherwise
provide, the Chairman of the Trustees, or, if there is none, or in the absence
of the Chairman, such person as the Trustees shall designate shall preside at
all meetings of the Trustees.
2.2 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.
2.3 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 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
2.4 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 purposes of the meeting.
2.5 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.
2.6 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 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. Any 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 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 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
-2-
3
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 President. Unless the Trustees otherwise provide,
the President shall preside at all meetings of the shareholders. The President
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 or at the office of the Fund's counsel. 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.
-3-
4
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 thereto 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 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 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 deem 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.
-4-
5
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 by 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
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. In that event, each shareholder shall be entitled to 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 same effect as if
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 share
certificates to the Trust for cancellation. Such surrender and cancellation
shall not affect the ownership of shares in the Trust.
-5-
6
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 were not a
trustee, officer or agent; and the Trustees may accept subscriptions to
purchase shares or repurchase shares from any firm or company in which any one
or more of them are 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 Trustee 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.
11.2 Record Dates. For the purpose of determining the
shareholders who are entitled to vote or act at any 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
-6-
7
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 The GW Investment
Funds dated February 22, 1989, 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 Sierra Trust Funds (formerly The GW
Investment Funds) 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 Sierra Trust Funds 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 affairs of Sierra Trust Funds, but the Trust Estate only shall be liable.
-7-