JNL SERIES TRUST
AMENDED AND RESTATED
BY-LAWS
The following Amended and Restated By-Laws have been approved and
adopted by the Board of Trustees of JNL Series Trust at a meeting duly called
and held at Xxxxxxx National Life Insurance Company on September 9, 2004.
/s/ Xxxxx X. Xxxx
------------------------------
Xxxxx X. Xxxx, Secretary
BY-LAWS
OF
JNL SERIES TRUST
ARTICLE I
SHAREHOLDERS
SECTION 1.01. ANNUAL MEETINGS. Unless otherwise required by law, the
Agreement and Declaration of Trust as amended from time to time (the
"Declaration"), these By-Laws or by the Investment Company Act of 1940 as
interpreted by the staff of the Securities and Exchange Commission, the Trust
shall not be required to hold an annual meeting of Shareholders unless the Board
of Trustees determines to hold an annual meeting. If the Board makes such a
determination, the annual meeting of Shareholders shall be held at such date and
time as may be designated from time to time by the Board for the election of
Trustees and the transaction of any business within the powers of the Trust.
Failure to hold an annual meeting at the designated time shall not, however,
invalidate the existence of the Trust nor affect otherwise valid acts of the
Trust.
SECTION 1.02. SPECIAL MEETINGS. Special meetings of the Shareholders may be
called any time by the Chairman of the Board of Trustees or the President, or by
a majority of the Board by vote at a meeting or in writing with or without a
meeting, or in writing by those shareholders holding a majority of the
outstanding Shares of beneficial interest of the Trust.
SECTION 1.03. PLACE OF MEETINGS. Meetings of the Shareholders for the
election of Trustees shall be held at such place either within or without the
Commonwealth of Massachusetts as shall be designated from time to time by the
Board of Trustees and stated in the notice of the meeting. Meetings of
Shareholders for any other purpose may be held at such time and place, within or
without the Commonwealth of Massachusetts, as shall be stated in the notice of
the meeting or in a duly executed waiver of notice thereof.
SECTION 1.04. NOTICE OF MEETINGS. Not less than seven days nor more than 90
days before the date of any Shareholders' meeting, the Secretary shall give to
each Shareholder entitled to vote at such meeting, written or printed notice
stating the time and place of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, either by mail or by
presenting it to the Shareholder personally or by leaving it at the
Shareholder's residence or usual place of business. If mailed, such notice shall
be deemed to be given when deposited in the United States mail addressed to the
Shareholder at his post office address as it appears on the records of the
Trust, with postage thereon prepaid. Notwithstanding the foregoing provision, a
waiver of notice in writing, signed by the person or persons entitled to such
notice and filed with the records of the meeting, whether before or after the
holding thereof, or actual attendance at the meeting in person or by proxy,
shall be deemed equivalent to the giving of such notice to such persons. Any
meeting of Shareholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and no notice need be given of any
such adjourned meeting other than by announcement at the meeting.
SECTION 1.05. QUORUM. At any meeting of Shareholders the presence in person
or by proxy of Shareholders entitled to cast thirty percent of the votes thereat
shall constitute a quorum; but this Section shall not affect any requirement
under statute or under the Declaration for the vote necessary for the adoption
of any measure. In the absence of a quorum the Shareholders present in person or
by proxy, by majority vote and without notice, may adjourn the meeting from time
to time until a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally called.
SECTION 1.06. VOTES REQUIRED. A majority of the votes cast at a meeting of
Shareholders, duly called and at which a quorum is present, shall be sufficient
to take or authorize action upon any matter which may properly come before the
meeting, unless more than a majority of votes cast is required by law or by the
Declaration.
SECTION 1.07. PROXIES. A Shareholder may vote the Shares owned of record by
him or her either in person or by proxy executed in writing by the Shareholder
or by the Shareholder's duly authorized attorney-in-fact. No proxy shall be
valid after eleven months from its date, unless otherwise provided in the proxy.
Every proxy shall be in writing, subscribed by the Shareholder or the
Shareholder's duly authorized attorney, and dated, but need not be sealed,
witnessed or acknowledged.
SECTION 1.08. LIST OF SHAREHOLDERS. At each meeting of Shareholders, a
full, true and complete list in alphabetical order of all Shareholders entitled
to vote at such meeting, certifying the number of Shares held by each, shall be
made available by the Secretary.
SECTION 1.09. VOTING. In all elections for Trustees every Shareholder shall
have the right to vote, in person or by proxy, the Shares owned of record by the
Shareholder, for as many persons as there are Trustees to be elected and for
whose election the Shareholder has a right to vote. At all meetings of
Shareholders, unless the voting is conducted by inspectors, the proxies and
ballots shall be received, and all questions regarding the qualification of
voters and the validity of proxies and the acceptance or rejection of votes
shall be decided by the Chairman of the meeting. If demanded by Shareholders,
present in person or by proxy, entitled to cast 10% in number of votes, or if
ordered by the Chairman, the vote upon election or question shall be taken by
ballot. Upon like demand or order, the voting shall be conducted by two
inspectors in which event the proxies and ballots shall be received, and all
questions regarding the qualification of voters and the validity of proxies and
the acceptance or rejection of votes shall be decided, by such inspectors.
Unless so demanded or ordered, no vote need be by ballot, and voting need not be
conducted by inspectors. Inspectors may be elected by the Shareholders at a
meeting of Shareholders, to serve until the close of the next meeting of
shareholders. In case of a failure to elect inspectors, or in case an inspector
shall fail to attend, or refuse or be unable to serve, the Shareholders at any
meeting may choose an inspector or inspectors to act at such meeting, and in
default or such election the Chairman of the meeting may appoint an inspector or
inspectors.
SECTION 1.10. ACTION BY SHAREHOLDERS OTHER THAN AT A MEETING. Any action
required or permitted to be taken at any meeting of Shareholders may be taken
without a meeting, if a consent in writing, setting forth such action, is signed
by all the Shareholders entitled to vote on the subject matter thereof and any
other Shareholders entitled to notice of a meeting of Shareholders (but not to
vote thereat) have waived in writing any rights which they may have to dissent
from such action, and such consent and waiver are filed with the records of the
Trust.
ARTICLE II
BOARD OF TRUSTEES
SECTION 2.01. POWERS. The Board may exercise all the powers of the Trust,
except such as are by statute, the Declaration, or these By-Laws conferred upon
or reserved to the Shareholders. The Board shall keep full and fair accounts of
its transactions. The Board will have the resources, including appropriate
funding, and authority to discharge its responsibilities, including the
authority to retain and compensate independent or special counsel and other
experts or consultants.
SECTION 2.02. NUMBERS OF TRUSTEES. The number of Trustees shall be such
number as shall be fixed from time to time by a written instrument signed by a
majority of the Trustees; provided, however, the number of Trustees shall in no
event be reduced to less than three by such an instrument. The tenure of office
of a Trustee shall not be affected by any decrease in the number of Trustees
made by the Board. The selection and nomination of Trustees who are not
`interested persons' of the Trust, as such term is defined by the Investment
Company Act of 1940, as amended, and the rules of the Securities and Exchange
Commission thereunder, shall be committed to the discretion of the Trustees who
are not interested persons of the Trust.
SECTION 2.03. REGULAR MEETINGS. After any meeting of Shareholders at which
a Board of Trustees shall have been elected, the Board so elected shall meet as
soon as practicable for the purpose of organization and the transaction of other
business. No notice of such first meeting shall be necessary if held immediately
after the adjournment, and at the site, of such meeting of Shareholders. Other
regular meetings of the Board shall be held on such dates and at such places
within or without the Commonwealth of Massachusetts as may be designated from
time to time by the Board.
SECTION 2.04. SPECIAL MEETINGS. Special meetings of the Board may be called
at any time by the Chairman of the Board, the President or the Secretary of the
Trust, or by a majority of the Board by vote at a meeting, or in writing with or
without a meeting. Such special meetings shall be held at such place or places
within or without the Commonwealth of Massachusetts as may be designated from
time to time by the Board. In the absence of any such designation such meetings
shall be held at such places as may be designated in the calls.
SECTION 2.05. NOTICE OF MEETINGS. Except as provided in Section 2.03,
notice of the place, day and hour of every regular and special meeting of the
Board of Trustees shall be given to each Trustee two days (or more) before the
meeting, by delivering the same personally, or by sending the same by telegraph,
or by leaving the same at the Trustee's residence or usual place of business,
or, in the alternative, by mailing such notice three days (or more) before the
meeting, postage prepaid, and addressed to the Trustee at the Trustee's last
known business or residence post office address, according to the records of the
Trust. Unless required by these By-Laws or by resolution of the Board, no notice
of any meeting of the Board need state the business to be transacted thereat. No
notice of any meeting of the Board need be given to any Trustee who attends, or
to any Trustee who in writing executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice. Any meeting of
the Board, regular or special, may adjourn from time to time to reconvene at the
same or some other place, and no notice need be given of any such adjourned
meeting other than by announcement at the adjourned meeting.
SECTION 2.06. QUORUM. At all meetings of the Board, one-third of the entire
Board (but in no event fewer than two Trustees) shall constitute a quorum for
the transaction of business. Except in cases in which it is by statute, by the
Declaration or by these By-Laws otherwise provided, the vote of a majority of
such quorum at a duly constituted meeting shall be sufficient to elect and pass
any measure. In the absence of a quorum, the Trustees present by majority vote
and without notice other than by announcement at the meeting may adjourn the
meeting from time to time until a quorum shall attend. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally notified.
SECTION 2.07. COMPENSATION AND EXPENSES. Trustees may, pursuant to
resolution of the Board, be paid fees for their services, which fees may consist
of an annual fee or retainer and/or fixed fee for attendance at meetings. In
addition, Trustees may in the same manner be reimbursed for expenses incurred in
connection with their attendance at meetings or otherwise in performing their
duties as Trustees. Members of committees may be allowed like compensation and
reimbursement. Nothing herein contained shall preclude any Trustee from serving
the Trust in any other capacity and receiving compensation therefor.
SECTION 2.08. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The Board of
Trustees shall choose a Chairman of the Board from among the Trustees. The
Chairman shall not be an officer of the Trust. The Chairman cannot be an
"interested" person of the Trust, or of any investment adviser to the Trust,
within the meaning of the Investment Company Act of 1940. The Chairman of the
Board shall preside at all meetings of the Board of Trustees and of the
Shareholders at which the Chairman is present. The Chairman shall have and may
exercise such powers as are, from time to time, assigned to him or her by the
Board of Trustees. The Board of Trustees may choose a Vice Chairman of the Board
from among the Trustees. The Vice Chairman of the Board, if one be elected,
shall, when present and in the absence of the Chairman of the Board, preside at
all meetings of the Shareholders and Trustees, and the Vice Chairman shall
perform such other duties as may from time to time be assigned to him or her by
the Board of Trustees or as may be required by law.
SECTION 2.09. ACTION BY TRUSTEES OTHER THAN AT A MEETING. Unless otherwise
required by law, any action required or permitted to be taken at any meeting of
the Board, or of any committee thereof, may be taken without a meeting, if a
written consent to such action is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.
SECTION 2.10. COMMITTEES. The Board may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of two or more of the Trustees. The Board may designate one or more Trustees as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Any such committee, to the extent
provided in the resolution, shall have and may exercise the powers of the Board
in the management of the business and affairs of the Trust, provided, however,
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board. Each committee shall keep regular minutes of
its meetings and report the same to the Board when required.
SECTION 2.11. HOLDING OF MEETINGS BY CONFERENCE TELEPHONE CALL. Any regular
or special meeting of the Board or any committee thereof, members thereof may
participate in such a meeting by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other. Unless otherwise required by law or regulations, participation
in a meeting pursuant to this section shall constitute presence in person at
such meeting.
ARTICLE III
OFFICERS
SECTION 3.01. EXECUTIVE OFFICERS. The Board of Trustees shall choose a
President from among the Trustees, and shall choose a Secretary and a Treasurer
who need not be Trustees. The President shall be the principal executive officer
of the Trust. The Board of Trustees may choose an Executive Vice President, one
or more Senior Vice Presidents, one or more Vice-Presidents, one or more
Assistant Secretaries and one or more Assistant Treasurers, none of whom need be
a Trustee. Any two or more of the above-mentioned offices, except those of
President and a Vice-President, may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than one capacity if
such instrument be required by law, by the Declaration of Trust, by the By-Laws
or by resolution of the Board of Trustees to be executed by any two or more
officers. Each such officer shall hold office until his successor shall have
been duly chosen and qualified, or until he shall have resigned or shall have
been removed. Any vacancy in any of the above offices may be filled for the
unexpired portion of the term of the Board of Trustees at any regular or special
meeting.
SECTION 3.02. PRESIDENT. In the absence of the Chairman or Vice Chairman of
the Board, the President shall preside at all meetings of the Shareholders and
of the Board at which the President is present; and in general, shall perform
all duties incident to the office of a president of a Trust, and such other
duties, as from time to time, may be assigned to him by the Board.
SECTION 3.03. VICE PRESIDENTS. The Vice President or Vice Presidents,
including any Executive or Senior Vice Presidents, at the request of the
President, in the President's absence or during the President's inability or
refusal to act, shall perform the duties and exercise the function of the
President, and when so acting shall have the powers of the President. If there
be more than one Vice President, the Board may determine which one or more of
the Vice Presidents shall perform any of such duties or exercise any of such
functions, or if such determination is not made by the Board, the President may
make such determination. The Vice President or Vice Presidents shall have such
other powers and perform such other duties as may be assigned by the Board, the
Chairman of the Board, or the President.
SECTION 3.04. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall:
keep the minutes of the meetings of Shareholders, of the Board and of any
committees, in books provided for that purpose; see that all notices are duly
given in accordance with the provisions of these By-Laws or as required by law;
be custodian of the records of the Trust; see that the seal of the Trust is
affixed to all documents the execution of which, on behalf of the Trust, under
its seal, is duly authorized, and when so affixed may attest the same; and in
general perform all duties incident to the office of a secretary of a Trust, and
such other duties as, from time to time, may be assigned to him by the Board,
the Chairman of the Board, or the President.
The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board, the President or the Chairman
of the Board, shall, in the absence of the Secretary or in the event of the
Secretary's 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 may from time to time prescribe.
SECTION 3.05. TREASURER AND ASSISTANT TREASURERS. The Treasurer shall: have
charge of and be responsible for all funds, securities, receipts and
disbursements of the Trust, all moneys or other valuable effects in such banks,
trust companies or other depositories as shall, from time to time, be selected
by the Board in accordance with Section 5.02 of these By-Laws; render to the
President, the Chairman of the Board and to the Board, whenever requested, an
account of the financial condition of the Trust; and in general, perform all the
duties incident to the office of a treasurer of a Trust, and such other duties
as may be assigned to him by the Board, the President or the Chairman of the
Board.
The Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board, the President, or the Chairman
of the Board shall, in the absence of the Treasurer or in the event of the
Treasurer's inability or refusal to act, perform the duties and exercise the
powers of the Treasurer and shall perform other duties and have such other
powers as the Board may from time to time prescribe.
SECTION 3.06. SUBORDINATE OFFICERS. The Board may from time to time appoint
such subordinate officers as it may deem desirable. Each such officer shall hold
office for such period and perform such duties as the Board, the President or
the Chairman of the Board may prescribe. The Board may, from time to time,
authorize any committee or officer to appoint and remove subordinate officers
and prescribe the duties thereof.
SECTION 3.07. REMOVAL. Any officer or agent of the Trust may be removed by
the Board whenever, in its judgment, the best interests of the Trust will be
served thereby, but such removal shall be without prejudice to the contractual
rights, if any, of the person so removed.
ARTICLE IV
SHARES OF BENEFICIAL INTEREST
SECTION 4.01. CERTIFICATES. The Trust does not presently intend to issue
certificates for shares of beneficial interest. If, however, the Board
authorizes the issuance of certificates representing shares of beneficial
interest, such certificates shall be signed by the President, the Chairman of
the Board or a Vice President and countersigned by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and sealed with the seal
of the Trust. The signatures may be either manual or facsimile signatures and
the seal may be either facsimile or any other form of seal. In no event shall
certificates be issued for fractional shares. Such certificates shall be in such
form, not inconsistent with law or with the Declaration, as shall be approved by
the Board. In case any officer of the Trust who has signed any certificate
ceases to be an officer of the Trust, whether because of death, resignation or
otherwise, before such certificate is issued, the certificate may nevertheless
be issued and delivered by the Trust as if the officer had not ceased to be such
officer as of the date of its issue. Certificates need not be issued except to
Shareholders who request such issuance in writing.
The Board may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the Trust alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates, the Board may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate or certificates or such
owner's legal representative, to advertise the same in such manner as it shall
require and/or to give the Trust a bond in such sum as it may direct as
indemnity against any claim that may be made against the Trust with respect to
the certificate alleged to have been lost, stolen or destroyed.
SECTION 4.02. RECORD DATES. The Board is hereby empowered to fix, in
advance, a date as the record date for the purpose of determining Shareholders
entitled to notice of, or to vote at, any meeting of Shareholders, or
Shareholders entitled to receive payment of any dividend, capital gains
distribution or the allotment of any rights, or in order to make a determination
of Shareholders for any other proper purpose. Such date in any case shall be not
more than 60 days, and in case of a meeting of Shareholders, not less than ten
days, prior to the date on which the particular action, requiring such
determination of Shareholders, is to be taken.
ARTICLE V
GENERAL PROVISIONS
SECTION 5.01. CHECKS. All checks or demands for money and notes of the
Trust shall be signed by such officer or officers or such other person or
persons as the Board may from time to time designate.
SECTION 5.02. CUSTODIAN. All Securities and cash of the Trust shall be
placed in the custody of a bank or trust company ("Custodian") having (according
to its last published report) not less than $2,000,000 aggregate capital,
surplus and undivided profits, provided such a Custodian can be found ready and
willing to act (or maintained in such other manner as is consistent with Section
17(f) of the Investment Company Act of 1940 and the rules and regulations
promulgated thereunder). The Trust shall enter into a written contract with the
Custodian regarding the powers, duties and compensation of the Custodian with
respect to the cash and Securities of the Trust held by the Board of Trustees of
the Trust. The Trust shall, upon the resignation or inability to serve of the
Custodian, use its best efforts to obtain a successor Custodian; require that
the cash and securities owned by the Trust be delivered directly to the
successor Custodian; and in the event that no successor Custodian can be found,
submit to the Shareholders, before permitting delivery of the cash and
securities owned by the Trust to other than a successor Custodian, the question
whether or not the Trust shall be liquidated or shall function without a
Custodian.
The Trustees may direct the Custodian to deposit all or any part of the
securities owned by the Trust in a system for the central handling of securities
established by a national securities exchange or a national securities
association registered with the Securities and Exchange Commission, or otherwise
in accordance with applicable law, pursuant to which system all securities of
any particular class or series of any issuer deposited within the system are
treated as fungible and may be transferred or pledged by bookkeeping entry
without physical delivery of such securities, provided that all such deposits
shall be subject to withdrawal only upon the order of the Trust.
The Trustees may direct the Custodian to accept written receipts or other
written evidence indicating purchases of securities held in book-entry form in
the Federal Reserve System in accordance with regulations promulgated by the
Board of Governors of the Federal Reserve System and the local Federal Reserve
Banks in lieu of receipt of certificates representing such securities.
SECTION 5.03. BONDS. The Board may require any officer, agent or employee
of the Trust to give a bond to the Trust, conditioned upon the faithful
discharge of such person's duties, with one or more sureties and in such amount
as may be satisfactory to the Board.
SECTION 5.04. INSPECTION OF RECORDS. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted Shareholders of
a Massachusetts business corporation.
SECTION 5.05. REPRESENTATION OF SHARES. Any officer of the Trust is
authorized to vote, represent and exercise any and all rights incident to any
Shares of any corporation or other business enterprise owned by the Trust.
SECTION 5.06. OFFICES OF THE TRUST. Until changed by the Trustees, the
principal office of the Trust in the Commonwealth of Massachusetts shall be in
the city of Boston, County of Suffolk. The principal executive office of the
Trust is hereby fixed and located at 0 Xxxxxxxxx Xxx, Xxxxxxx, Xxxxxxxx, 00000.
The Trustees are granted full power and authority to change from time to time
the respective locations of said principal and principal executive offices. Any
such change shall be noted in the By-Laws opposite this Section, or this Section
may be amended to state the new location. Branch or subordinate offices may be
established at any time by the Trustees at any place or places.
ARTICLE VI
INDEMNIFICATION
The Trust shall provide any indemnification required by applicable law and
shall indemnify Trustees, officers, agents and employees as follows:
(a) The Trust shall indemnify any current or former Trustee,officer and
agents of the Trust (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise) (hereinafter referred to
as a "Covered Person") who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than action by or in the
right of the Trust) by reason of the fact that such person is or was such
Trustee or officer or an employee or agent of the Trust, or is or was serving at
the request of the Trust as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding to the fullest extent authorized and in the
manner permitted by applicable federal and state law, provided he or she acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such person's conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
reasonably believe his or her actions to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that such person's conduct was unlawful.
(b) The Trust shall indemnify any current and former Trustee or officer of
the Trust who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the Trust
to procure a judgment in its favor by reason of the fact that such person is or
was such Trustee or officer or an employee or agent of the Trust, or is or was
serving at the request of the Trust as a director, officer, employee or agent of
another corporation, partnership, joint venture, Trust or other enterprise to
the fullest extent authorized and in the manner permitted by applicable federal
and state law, against expenses (including attorneys' fees), actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Trust
(c) To the extent that a Trustee or officer of the Trust has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subparagraphs (a) or (b) above or in defense of any
claim, issue or matter therein, such person shall be indemnified to the fullest
extent authorized and in the manner permitted by applicable federal and state
law against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith, without the necessity for the
determination as to the standard of conduct as provided in subparagraph (d).
(d) Expenses incurred in defending a civil or criminal action, writ or
proceeding may be paid by the Trust in advance of the final disposition of such
action, suit or proceeding, as authorized in the particular case, upon receipt
of an undertaking by or on behalf of the Trustee or officer to repay such amount
unless it shall ultimately be determined that such person is entitled to be
indemnified by the Trust as authorized herein. Such determination must be made
by disinterested Trustees or independent legal counsel. Prior to any payment
being made pursuant to this paragraph, a majority of a quorum of the
disinterested, non-party Trustees of the Trust, or an independent legal counsel
in a written opinion, shall determine, based on a review of readily available
facts that there is reason to believe that the indemnitee ultimately will be
found entitled to indemnification.
(e) The Trust shall advance the expenses of Covered Persons who are parties
to any Proceeding to the fullest extent authorized, and in the manner permitted,
by applicable federal and state law. For purposes of this paragraph,
"Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative.
(f) Pursuant and subject to Article VI, the Trust shall indemnify each
Covered Person against, or advance the expenses of any Covered Person for, the
amount of any deductible provided in any liability insurance policy maintained
by the Trust.
(g) Agents and employees of the Trust who are not Trustees or officers of
the Trust may be indemnified under the same standards and procedures set forth
above, in the discretion of the Board.
(h) Any indemnification pursuant to this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled and
shall continue as to a person who has ceased to be a Trustee or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
(i) Nothing in the Declaration or in these By-Laws shall be deemed to
protect any Trustee or officer of the Trust against any liability to the Trust
or to its Shareholders to which such person would otherwise be subject by reason
of willful malfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such person's office.
(j) The Trust shall have the power to purchase and maintain insurance on
behalf of any person against any liability asserted against or incurred by such
person, whether or not the Trust would have the power to indemnify such person
against such liability under the provisions of this Article. Nevertheless,
insurance will not be purchased or maintained by the Trust if the purchase or
maintenance of such insurance would result in the indemnification of any person
in contravention of any rule or regulation and/or interpretation of the
Securities and Exchange Commission.
ARTICLE VII
AMENDMENT OF BY-LAWS
These By-Laws of the Trust may be altered, amended, added to or repealed by
a majority of the Shareholders or by majority vote of the entire Board.
bylaws.doc/9/12/96
SECTION AND TITLE PAGE
Article I SHAREHOLDERS 1
1.01 Annual Meetings 1
1.02 Special Meetings 1
1.03 Place of Meetings 1
1.04 Notice of Meetings 1
1.05 Quorum 2
1.06 Votes Required 2
1.07 Proxies 2
1.08 List of Shareholders 2
1.09 Voting 2
1.10 Action by a Shareholders Other than at a Meeting 3
Article II BOARD OF TRUSTEES 3
2.01 Powers 3
2.02 Number of Trustees 3
2.03 Regular Meetings 3
2.04 Special Meetings 4
2.05 Notice of Meetings 4
2.06 Quorum 4
2.07 Compensation and Expenses 5
2.08 Chairman and Vice Chairman of the Board 5
2.09 Action by Trustees Other than at a Meeting 5
2.10 Committees 5
2.11 Holding of Meetings by Conference Telephone Call 5
Article III OFFICERS 6
3.01 Executive Officers 6
3.02 Chairman and Vice Chairman of the Board 6
3.03 President 6
3.04 Vice Presidents 6
3.05 Secretary and Assistant Secretaries 7
3.06 Treasurer and Assistant Treasurers 7
3.07 Subordinate Officers 7
3.08 Removal 8
Article IV SHARES OF BENEFICIAL INTEREST 8
4.01 Certificates 8
4.02 Record Dates 8
Article V GENERAL PROVISIONS 9
5.01 Checks 9
5.02 Custodian 9
5.03 Bonds 10
5.04 Inspection of Records 10
5.05 Representation of Shares 10
5.06 Offices of the Trust 10
Article VI INDEMNIFICATION 10
Article VII AMENDMENT OF BY-LAWS 13
