EXHIBIT 2
AMENDED AND RESTATED
BYLAWS OF AIM FUNDS GROUP,
A DELAWARE BUSINESS TRUST
Adopted effective May 15, 2002.
Capitalized terms not specifically defined herein
shall have the meanings ascribed to them in the
Trust's Amended and Restated Agreement and Declaration of
Trust (the "Agreement").
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of AIM Funds Group
(the "Trust") shall be at the offices of The Corporation Trust Company in the
County of New Castle, State of Delaware.
Section 2. Other Offices. The Trust may also have offices at such other
places both within and without the State of Delaware as the Trustees may from
time to time determine or the business of the Trust may require.
ARTICLE II
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees of the Trust may hold
meetings, both regular and special, either within or without the State of
Delaware. Meetings of the Trustees may be called orally or in writing by the
President of the Trust or by any two Trustees.
Section 2. Regular Meetings. Regular meetings of the Board of Trustees
shall be held each year, at such time and place as the Board of Trustees may
determine.
Section 3. Notice of Meetings. Notice of the time, date, and place of
all meetings of the Trustees shall be given to each Trustee (i) by telephone,
telex, telegram, facsimile, electronic-mail, or other electronic mechanism sent
to his or her home or business address at least twenty-four hours in advance of
the meeting or (ii) in person at another meeting of the Trustees or (iii) by
written notice mailed or sent via overnight courier to his or her home or
business address at least seventy-two hours in advance of the meeting. Notice
need not be given to any Trustee who attends the meeting without objecting to
the lack of notice or who signs a waiver of notice either before or after the
meeting.
Section 4. Quorum. At all meetings of the Trustees, one-third of the
Trustees then in office (but in no event less than two Trustees) shall
constitute a quorum for the transaction of business and the act of a majority of
the Trustees present at any meeting at which there is a quorum shall be the act
of the Board of Trustees, except as may be otherwise specifically provided by
applicable law or by the Agreement or these Bylaws. If a quorum shall not be
present at any meeting of the Board of Trustees, the Trustees present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 5. Designation, Powers, and Names of Committees.
(a) The Board of Trustees shall initially have the following four
committees: (1) an Audit Committee; (2) a Committee on Directors/Trustees; (3)
an Investments Committee; and (4) a Valuation Committee. Each such Committee
shall consist of two or more of the Trustees of the Trust and 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 such Committee;
provided, however, that under no circumstances shall a member of the Audit
Committee or the Committee on Directors/Trustees be an "interested person," as
such term is defined in the 1940 Act, of the Trust. The Board shall designate
the powers and duties of each such Committee and may terminate any such
Committee by an amendment to these Bylaws.
(b) The Board of Trustees may, by resolution passed by a majority
of the whole Board, designate one or more additional committees, each committee
to consist of two or more of the Trustees of the Trust. 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 such committee. Each committee,
to the extent provided in the resolution, shall have and may exercise the powers
of the Board of Trustees 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 such members constitute
a quorum, may unanimously appoint another member of the Board of Trustees 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 of Trustees.
Section 6. Minutes of Committees. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Trustees when
required.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The initial executive officers of the
Trust shall be elected by the Board of Trustees as soon as practicable after the
organization of the Trust. The executive officers may include a Chairman of the
Board, and shall include a President, one or more Vice Presidents (the number
thereof to be determined by the Board of Trustees), a Secretary and a Treasurer.
The Chairman of the Board, if any, shall be selected from among the Trustees.
The Board of Trustees may also in its discretion appoint Assistant Vice
Presidents, Assistant Secretaries, Assistant Treasurers, and other officers,
agents and employees, who shall have such authority and perform such duties as
the Board may determine. The Board of Trustees may fill any vacancy which may
occur in any office. Any two offices, except for those of President and Vice
President, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument on behalf of the Trust in more than one
capacity, if such instrument is required by law or by these Bylaws to be
executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. Unless otherwise specifically determined by
the Board of Trustees, the officers shall serve at the pleasure of the Board of
Trustees. If the Board of Trustees in its judgment finds that the best interests
of the Trust will be served, the Board of Trustees may remove any officer of the
Trust at any time with or without cause. The Trustees may delegate this power to
the President (without supervision by the Trustees) with respect to any other
officer. Such removal shall be without prejudice to the contract rights, if any,
of the
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person so removed. Any officer may resign from office at any time by delivering
a written resignation to the Trustees or the President. Unless otherwise
specified therein, such resignation shall take effect upon delivery.
Section 3. President. The President shall be the chief executive
officer of the Trust and, subject to the Board of Trustees, shall generally
manage the business and affairs of the Trust. If there is no Chairman of the
Board, or if the Chairman of the Board has been appointed but is absent, the
President shall, if present, preside at all meetings of the Shareholders and the
Board of Trustees.
Section 4. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the Shareholders and the Board of Trustees, if
the Chairman of the Board is present. The Chairman of the Board shall have such
other powers and duties as shall be determined by the Board of Trustees, and
shall undertake such other assignments as may be requested by the President.
Section 5. Chairman, Vice Presidents. The Chairman of the Board or one
or more Vice Presidents shall have and exercise such powers and duties of the
President in the absence or inability to act of the President, as may be
assigned to them, respectively, by the Board of Trustees or, to the extent not
so assigned, by the President. In the absence or inability to act of the
President, the powers and duties of the President not otherwise assigned by the
Board of Trustees or the President shall devolve upon the Chairman of the Board,
or in the Chairman's absence, the Vice Presidents in the order of their
election.
Section 6. Secretary. The Secretary shall (a) have custody of the seal
of the Trust; (b) attend meetings of the Shareholders, the Board of Trustees,
and any committees of Trustees and keep the minutes of such meetings of
Shareholders, the Board of Trustees and any committees thereof, and (c) issue
all notices of the Trust. The Secretary shall have charge of the Shareholder
records and such other books and papers as the Board may direct, and shall
perform such other duties as may be incidental to the office or which are
assigned by the Board of Trustees. The Secretary shall also keep or cause to be
kept a Shareholder book, which may be maintained by means of computer systems,
containing the names, alphabetically arranged, of all persons who are
Shareholders of the Trust, showing their places of residence, the number and
Class of any Shares held by them, respectively, and the dates when they became
the record owners thereof.
Section 7. Treasurer. The Treasurer shall have the care and custody of
the funds and securities of the Trust and shall deposit the same in the name of
the Trust in such bank or banks or other depositories, subject to withdrawal in
such manner as these Bylaws or the Board of Trustees may determine. The
Treasurer shall, if required by the Board of Trustees, give such bond for the
faithful discharge of duties in such form as the Board of Trustees may require.
Section 8. Assistant Officers. Assistant officers, which may include
one or more Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers, shall perform such functions and have such responsibilities as the
Board of Trustees may determine.
Section 9. Surety Bond. The Trustees may require any officer or agent
of the Trust to execute a bond (including, without limitation, any bond required
by the 1940 Act and the rules and regulations of the Securities and Exchange
Commission (the "Commission") to the Trust in such sum and with such surety or
sureties as the Trustees may determine, conditioned upon the faithful
performance of his or her duties to the Trust, including responsibility for
negligence and
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for the accounting of any of the Trust's property, funds, or securities that may
come into his or her hands.
Section 10. Authorized Signatories. Unless a specific officer is
otherwise designated in a resolution adopted by the Board of Trustees, the
proper officers of the Trust for executing agreements, documents and instruments
other than Internal Revenue Service forms shall be the President, any Vice
President, the Secretary or any Assistant Secretary. Unless a specific officer
is otherwise designated in a resolution adopted by the Board of Trustees, the
proper officers of the Trust for executing any and all Internal Revenue Service
forms shall be the President, any Vice President, the Secretary, any Assistant
Secretary, or the Treasurer.
ARTICLE IV
MEETINGS OF SHAREHOLDERS
Section 1. Purpose. All meetings of the Shareholders for the election
of Trustees shall be held at such place as may be fixed from time to time by the
Trustees, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Trustees and stated in the
notice indicating that a meeting has been called for such purpose. Meetings of
Shareholders may be held for any purpose determined by the Trustees and may be
held at such time and place, within or without the State of Delaware as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof. At all meetings of the Shareholders, every shareholder of record
entitled to vote thereat shall be entitled to vote at such meeting either in
person or by written proxy signed by the Shareholder or by his duly authorized
attorney in fact. A Shareholder may duly authorize such attorney in fact through
written, electronic, telephonic, computerized, facsimile, telecommunication,
telex or oral communication or by any other form of communication. Unless a
proxy provides otherwise, such proxy is not valid more than eleven months after
its date. A proxy with respect to shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or prior to exercise of
the proxy the Trust receives a specific written notice to the contrary from any
one of them. A proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger.
Section 2. Nomination of Trustees. So long as the Trust has adopted and
maintains a distribution plan pursuant to Rule 12b-1 under the 1940 Act (a "Rule
12b-1 Plan"), the nomination of Trustees who are not "interested persons," as
defined in the 1940 Act, of the Trust shall be made by the Committee on
Directors/Trustees. In addition, so long as the Trust maintains a Committee on
Directors/Trustees, the nomination of all other Trustees shall also be made by
the Committee on Directors/Trustees. If the Trust no longer maintains a Rule
12b-1 Plan and no longer maintains a Committee on Directors/Trustees, the
nomination of all Trustees shall be made by the Board of Trustees. Any
Shareholder may submit names of individuals to be considered by the Committee on
Directors/Trustees or the Board of Trustees, as applicable, provided, however,
(i) that such person submits such names in a timely manner as set out in Section
2 of Article V hereof, (ii) that such person was a shareholder of record at the
time of submission of such names and is entitled to vote at the meeting, and
(iii) that the Committee on Directors/Trustees or the Board of Trustees, as
applicable, shall make the final determination of persons to be nominated.
Section 3. Election of Trustees. All meetings of Shareholders for the
purpose of electing Trustees shall be held on such date and at such time as
shall be designated from time to time by the Trustees and stated in the notice
of the meeting, at which the Shareholders shall
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elect by a plurality vote any number of Trustees as the notice for such meeting
shall state are to be elected, and transact such other business as may properly
be brought before the meeting in accordance with Section 1 of this Article IV.
Section 4. Notice of Meetings. Written notice of any meeting stating
the place, date, and hour of the meeting shall be given to each Shareholder
entitled to vote at such meeting not less than ten days before the date of the
meeting in accordance with Article V hereof.
Section 5. Special Meetings. Special meetings of the Shareholders, for
any purpose or purposes, unless otherwise prescribed by applicable law or by the
Agreement, may be called by any Trustee; provided, however, that the Trustees
shall promptly call a meeting of the Shareholders solely for the purpose of
removing one or more Trustees, when requested in writing to do so by the record
holders of not less than ten percent of the Outstanding Shares of the Trust.
Section 6. Notice of Special Meeting. Written notice of a special
meeting stating the place, date, and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given not less than ten days
before the date of the meeting, to each Shareholder entitled to vote at such
meeting.
Section 7. Conduct of Special Meeting. Business transacted at any
special meeting of Shareholders shall be limited to the purpose stated in the
notice.
Section 8. Quorum. The holders of one-third of the Outstanding Shares
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the Shareholders for the transaction of
business except as otherwise provided by applicable law or by the Agreement.
Notwithstanding the preceding sentence, with respect to any matter which by
applicable law or by the Agreement requires the separate approval of one or more
Classes or Portfolios, the holders of one-third of the Outstanding Shares of
each such Class or Portfolio (or of such Classes or Portfolios voting together
as a single class) entitled to vote on the matter shall constitute a quorum. If,
however, such quorum shall not be present or represented at any meeting of the
Shareholders, the vote of the holders of a majority of Shares cast shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 9. Organization of Meetings.
(a) The meetings of the Shareholders shall be presided over by
the Chairman of the Board, or if the Chairman shall not be present or if there
is no Chairman, by the President, or if the President shall not be present, by a
Vice President, or if no Vice President is present, by a chairman appointed for
such purpose by the Board of Trustees or, if not so appointed, by a chairman
appointed for such purpose by the officers and Trustees present at the meeting.
The Secretary of the Trust, if present, shall act as Secretary of such meetings,
or if the Secretary is not present, an Assistant Secretary of the Trust shall so
act, and if no Assistant Secretary is present, then a person designated by the
Secretary of the Trust shall so act, and if the Secretary has not designated a
person, then the meeting shall elect a secretary for the meeting.
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(b) The Board of Trustees of the Trust shall be entitled to make
such rules and regulations for the conduct of meetings of Shareholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Trustees, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing: an agenda or order of business for the
meeting; rules and procedures for maintaining order at the meeting and the
safety of those present; limitations on participation in such meeting to
shareholders of record of the Trust and their duly authorized and constituted
proxies, and such other persons as the chairman shall permit; restrictions on
entry to the meeting after the time fixed for the commencement thereof,
limitations on the time allotted to questions or comments by participants; and
regulation of the opening and closing of the polls for balloting on matters
which are to be voted on by ballot, unless and to the extent the Board of
Trustees or the chairman of the meeting determines that meetings of Shareholders
shall not be required to be held in accordance with the rules of parliamentary
procedure.
Section 10. Voting Standard. When a quorum is present at any meeting,
the vote of the holders of a majority of the Shares cast shall decide any
question brought before such meeting, unless the question is one on which, by
express provision of applicable law, the Agreement, these Bylaws, or applicable
contract, a different vote is required, in which case such express provision
shall govern and control the decision of such question.
Section 11. Voting Procedure. Each whole Share shall be entitled to one
vote, and each fractional Share shall be entitled to a proportionate fractional
vote. On any matter submitted to a vote of the Shareholders, all Shares shall be
voted together, except when required by applicable law or when the Trustees have
determined that the matter affects the interests of one or more Portfolios (or
Classes), then only the Shareholders of such Portfolios (or Classes) shall be
entitled to vote thereon.
Section 12. Action Without Meeting. Unless otherwise provided in the
Agreement or applicable law, any action required to be taken at any meeting of
the Shareholders, or any action which may be taken at any meeting of the
Shareholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of Outstanding Shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all Shares entitled to vote thereon were present and voted.
Prompt notice of the taking of any such action without a meeting by less than
unanimous written consent shall be given to those Shareholders who have not
consented in writing.
Section 13. Broker Non-Votes. At any meeting of Shareholders the Trust
will consider broker non-votes as present for purposes of determining whether a
quorum is present at the meeting. Broker non-votes will not count as votes cast.
Section 14. Record Date. The Board of Trustees may set a record date
for the purpose of making any proper determination with respect to Shareholders,
including, but not limited to, which Shareholders are entitled to notice of a
meeting or to vote at a meeting. The record date may not be prior to the close
of business on the day the record date is fixed and shall be not more than 90
days before the date on which the action requiring the determination will be
taken.
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Section 15. Adjournments. A meeting of Shareholders convened on the
date for which it was called may be adjourned from time to time without further
notice to Shareholders to a date not more than 120 days after the original
record date. A meeting of Shareholders may not be adjourned for more than 120
days after the original record date for such meeting without giving the
Shareholders notice of the adjournment and the new meeting date.
ARTICLE V
NOTICES
Section 1. Methods of Giving Notice. Whenever, under the provisions of
applicable law or of the Agreement or of these Bylaws, notice is required to be
given to any Trustee or Shareholder, it shall not, unless otherwise provided
herein, be construed to mean personal notice, but such notice may be given
orally in person, or by telephone (promptly confirmed in writing) or in writing,
by mail addressed to such Trustee at his or her last given address or to such
Shareholder at his address as it appears on the records of the Trust, with
postage thereon prepaid, and such notice shall be deemed to be given at the time
when the same shall be deposited in the United States mail. Notice to Trustees
or members of a committee may also be given by telex, telegram, facsimile,
electronic-mail or via overnight courier. If sent by telex or facsimile, notice
to a Trustee or member of a committee shall be deemed to be given upon
transmittal; if sent by telegram, notice to a Trustee or member of a committee
shall be deemed to be given when the telegram, so addressed, is delivered to the
telegraph company; if sent by electronic-mail, notice to a Trustee or member of
a committee shall be deemed to be given and shall be presumed valid when the
Trust's electronic-mail server reflects the electronic-mail message as having
been sent; and if sent via overnight courier, notice to a Trustee or member of a
committee shall be deemed to be given when delivered against a receipt therefor.
Section 2. Annual Meeting Notice Requirements for Nominations and
Proposals by Shareholders.
(a) For nominations or other business to be properly brought
before an annual meeting by a Shareholder, the Shareholder must have given
timely notice thereof in writing to the Secretary of the Trust and such other
business must otherwise be a proper matter for action by Shareholders. To be
timely, a Shareholder's notice shall be delivered to the Secretary at the
principal executive offices of the Trust not later than the close of business on
the 90th day, nor earlier than the close of business on the 120th day, prior to
the first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by more than
30 days or delayed by more than 60 days from such anniversary date or if the
Trust has not previously held an annual meeting, notice by the Shareholder to be
timely must be so delivered not earlier than the close of business on the 120th
day prior to such annual meeting and not later than the close of business on the
later of the 90th day prior to such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is first made
by the Trust. In no event shall the public announcement of a postponement or
adjournment of an annual meeting to a later date or time commence a new time
period for the giving of a Shareholder's notice as described above. Such
Shareholder's notice shall set forth (A) as to each person whom the Shareholder
proposes to nominate for election or reelection as a Trustee all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Trustees in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Trustee if elected); (B) as to any other business that the Shareholder proposes
to bring before the
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meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such Shareholder and of the beneficial
owner, if any, on whose behalf the proposal is made; and (C) as to the
Shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made, (i) the name and address of such
Shareholder, as they appear on the Trust's books, and of such beneficial owner
and (ii) the number of shares of each Class of Shares of the Portfolio which are
owned beneficially and of record by such Shareholder and such beneficial owner.
(b) Notwithstanding anything in the second sentence of paragraph
(a) of this Section 2 to the contrary, in the event that the number of Trustees
to be elected to the Board of Trustees is increased and there is no public
announcement by the Trust naming all of the nominees for Trustee or specifying
the size of the increased Board of Trustees at least 100 days prior to the first
anniversary of the preceding year's annual meeting, a Shareholder's notice
required by this Section 2 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive offices of the Trust
not later than the close of business on the tenth day following the day on which
such public announcement is first made by the Trust.
Section 3. Special Meeting Notice Requirement for Nominations and
Proposals by Shareholders. Only such business shall be conducted at a special
meeting of Shareholders as shall have been brought before the meeting pursuant
to the Trust's notice of meeting. Nominations of persons for election to the
Board of Trustees may be made at a special meeting of Shareholders at which
Trustees are to be elected (A) pursuant to the Trust's notice of meeting, (B) by
or at the direction of the Board of Trustees or (C) provided that the Board of
Trustees has determined that Trustees shall be elected at such special meeting,
by any Shareholder of the Trust who is a Shareholder of record both at the time
of giving of notice provided for in Section 2(a) of this Article V and at the
time of the special meeting, who is entitled to vote at the meeting and who
complied with the notice procedures set forth in Section 2(a) of this Article V.
In the event the Trust calls a special meeting of Shareholders for the purpose
of electing one or more Trustees to the Board of Trustees, any such Shareholder
may nominate a person or persons (as the case may be) for election to such
position as specified in the Trust's notice of meeting, if the Shareholder's
notice containing the information required by this Section 2(a) shall be
delivered to the Secretary at the principal executive offices of the Trust not
earlier than the close of business on the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Trustees to be elected at such meeting. In no
event shall the public announcement of a postponement or adjournment of a
special meeting to a later date or time commence a new time period for the
giving of a Shareholder's notice as described above.
Section 4. Written Waiver. Whenever any notice is required to be given
under the provisions of applicable law or of the Agreement or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
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ARTICLE VI
CERTIFICATES OF SHARES
Section 1. Issuance. The Trust may, in its sole discretion, issue a
certificate to any Shareholder, signed by, or in the name of the Trust by, the
President, certifying the number of Shares owned by him, her or it in a Class or
Portfolio of the Trust. No Shareholder shall have the right to demand or require
that a certificate be issued to him, her or it.
Section 2. Countersignature. Where a certificate is countersigned (1)
by a transfer agent other than the Trust or its employee, or (2) by a registrar
other than the Trust or its employee, the signature of the President may be a
facsimile.
Section 3. Lost Certificates. The Board of Trustees 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 the 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 of Trustees 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 his 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. Transfer of Shares. The Trustees shall make such rules as
they consider appropriate for the transfer of Shares and similar matters. To the
extent certificates are issued in accordance with Section 1 of this Article VI,
upon surrender to the Trust or the transfer agent of the Trust of such
certificate for Shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Trust to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
Section 5. Fixing Record Date. In order that the Trustees may determine
the Shareholders entitled to notice of or to vote at any meeting of Shareholders
or any adjournment thereof, or to express consent to action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution of
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of beneficial interests or for the purpose of any
other lawful action, the Board of Trustees may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Trustees, and which record date shall not be more
than ninety nor less than ten days before the date of such meeting, nor more
than ten days after the date upon which the resolution fixing the record date is
adopted by the Board of Trustees for action by Shareholder consent in writing
without a meeting, nor more than ninety days prior to any other action. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of Shareholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Trustees may fix a new record date for the adjourned
meeting.
Section 6. Registered Shareholders. The Trust shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of Shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim of interest in such Share or
Shares on the part of any other person, whether or not it shall have express or
other notice hereof.
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ARTICLE VII
GENERAL PROVISIONS
Section 1. Seal. The business seal shall have inscribed thereon the
name of the business trust, the year of its organization and the word "Business
Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced. Any officer or Trustee of the
Trust shall have authority to affix the seal of the Trust to any document
requiring the same.
Section 2. Severability. The provisions of these Bylaws are severable.
If any provision hereof shall be held invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall attach only to such
provision only in such jurisdiction and shall not affect any other provision of
these Bylaws.
Section 3. Headings. Headings are placed in these Bylaws for
convenience of reference only and in case of any conflict, the text of these
Bylaws rather than the headings shall control.
ARTICLE VIII
INDEMNIFICATION
Section 1. Indemnification. For the purpose of this Section 1, "Trust"
includes any domestic or foreign predecessor entity of this Trust in a merger,
consolidation, or other transaction in which the predecessor's existence ceased
upon consummation of the transaction; "proceeding" means any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative; and "expenses" includes without limitation
attorney's fees and any expenses of establishing a right to indemnification
under this Section 1.
(a) The Trust shall indemnify any person who was or is a party or
is threatened to be made a party to any proceeding (other than an action by or
in the right of the Trust) by reason of the fact that such person is or was a
Covered Person, against expenses, judgments, fines and amounts paid in
settlements actually and reasonably incurred by such person in connection with
such proceeding, if it is determined that person acted in good faith and
reasonably believed: (i) in the case of conduct in his official capacity as a
Covered Person, that his conduct was in the Trust's best interests and (ii) in
all other cases, that his conduct was at least not opposed to the Trust's best
interests and (iii) in the case of a criminal proceeding, that he had no
reasonable cause to believe that his conduct was unlawful. The termination of
any proceeding by judgment, order or settlement shall not, of itself, create a
presumption that the person did not meet the requisite standard of conduct set
forth in this Section 1. The termination of any proceeding by conviction, or a
plea of nolo contendere or its equivalent, or an entry of an order of probation
prior to judgment, creates a rebuttable presumption that the person did not meet
the requisite standard of conduct set forth in this Section 1.
(b) The Trust shall indemnify any person who was or is a party or
is threatened to be made a party to any proceeding by or in the right of the
Trust to procure a judgment in its favor by reason of the fact that person is or
was a Covered Person, against expenses actually and reasonably incurred by that
person in connection with the defense or settlement of such action or suit if
that person acted in good faith, in a manner that person believed to be in the
best interests of the Trust and with such care, including reasonable inquiry, as
an ordinarily prudent person in a like position would use under similar
circumstances.
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(c) Notwithstanding any provision to the contrary contained
herein, there shall be no right to indemnification for any liability arising by
reason of willful misfeasance, bad faith, gross negligence, or the reckless
disregard of the duties involved in the conduct of the Covered Person's office
with the Trust.
Section 2. Advance Payments of Indemnifiable Expenses. To the maximum
extent permitted by law, the Trust or applicable Portfolio may advance to a
Covered Person, in connection with the preparation and presentation of a defense
to any claim, action, suit, or proceeding, expenses for which the Covered Person
would ultimately be entitled to indemnification; provided that the Trust or
applicable Portfolio has received an undertaking by or on behalf of such Covered
Person that such amount will be paid over by him to the Trust or applicable
Portfolio if it is ultimately determined that he is not entitled to
indemnification for such expenses, and further provided that (i) such Covered
Person shall have provided appropriate security for such undertaking, (ii) the
Trust is insured against losses arising out of any such advance payments, or
(iii) either a majority of the Trustees who are not interested persons (as
defined in the 1940 Act) of the Trust nor parties to the matter, or independent
legal counsel in a written opinion shall have determined, based upon a review of
readily available facts (as opposed to a full trial-type inquiry) that there is
reason to believe that such Covered Person will not be disqualified from
indemnification for such expenses.
ARTICLE IX
AMENDMENTS
Section 1. Amendments. These Bylaws may be altered or repealed by the
Trustees without the vote or approval of the Shareholders at any regular or
special meeting of the Board of Trustees without prior notice. These Bylaws may
also be altered or repealed by the Shareholders at any special meeting of the
Shareholders, but only if the Board of Trustees resolves to put a proposed
alteration or repealer to the vote of the Shareholders and notice of such
alteration or repealer is contained in a notice of the special meeting being
held for such purpose.
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