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Exhibit 99.(2)
DRYDEN GOVERNMENT SECURITIES TRUST
By-Laws
Amended and Restated as of December 3, 2003
ARTICLE I
SHAREHOLDERS
Section 1. PLACE OF MEETING. All meetings of the Shareholders shall be
held at the principal office of the Trust in the Commonwealth of Massachusetts
or at such other place within the United States as may from time to time be
designated by the Trustees and stated in the notice of such meeting.
Section 2. SPECIAL OR EXTRAORDINARY MEETINGS. Special or extraordinary
meetings of the Shareholders for any purpose or purposes may be called by the
President or a majority of the Trustees, and shall be called by the Secretary
upon receipt of the request in writing signed by Shareholders holding not less
than twenty-five per cent (25%) of the common Share issued and outstanding and
entitled to vote thereat. Such request shall state the purpose or purposes of
the proposed meeting. The Secretary shall inform such Shareholders of the
reasonably estimated costs of preparing and mailing such notice of meeting and
upon payment to the Trust or such costs, the Secretary shall give notice stating
the purpose or purposes of the meeting as required in this Article I to all
Shareholders entitled to notice of such meeting. No special meeting need be
called upon the request of the holders of Shares entitled to cast less than a
majority of all votes entitled to be cast at such meeting to consider any matter
which is substantially the same as a matter voted upon at any special meeting of
Shareholders held during the preceding twelve months.
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Section 3. NOTICE OF MEETINGS. Not less than ten days' or more than ninety
days' written or printed notice of every meeting of Shareholders, stating the
time and place thereof (and the general nature of the business proposed to be
transacted at any special or extraordinary meeting), shall be given to each
Shareholder entitled to vote thereat by leaving the same with him or at his
residence or usual place of business or by mailing it, postage prepaid, and
addressed to him at this address as it appears upon the books of the Trust. If
mailed, notice shall be deemed to be given when deposited in the United States
mail addressed to the Shareholder as aforesaid.
No notice of the time, place or purpose of any meeting of Shareholders need
be given to any Shareholder who attends in person or by proxy or to any
Shareholder who executes a written waiver of such notice, either before or after
the meeting is held, and which notice is filed with the records of the meeting.
Section 4. RECORD DATES. The Trustees may fix, in advance, a date not more
than one-hundred and twenty (120) or less than ten (10) days preceding the date
of any meeting of Shareholders, as a record date for the determination of the
Shareholders entitled to notice of and to vote at such meeting; and only
Shareholders of record on such date shall be entitled to notice of and to vote
at such meeting.
Section 5. QUORUM AND ADJOURNMENT OF MEETINGS. The presence in person or
by proxy of the holders of record of one-third of the Shares of the Trust issued
and outstanding and entitled to vote thereat shall constitute a quorum at all
meetings of the Shareholders except as otherwise provided in the Declaration of
Trust. If, however, such quorum shall not be present or represented at any
meeting of the Shareholders, the holders of a majority of the Shares present in
person or by proxy shall have power to
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adjourn the meeting from time to time; without notice other than announcement at
the meeting, until the requisite number of Shareholders entitled to vote at such
meeting shall be present. At such adjourned meeting at which the requisite
amount of Shares entitled to vote thereat shall be represented any business may
be transacted which might have been transacted at the meeting as originally
notified.
Section 6. VOTING AND INSPECTORS. At all meetings, a Shareholder may sign
a writing authorizing another person to act as proxy. Signing may be
accomplished by the Shareholder or the Shareholder's authorized agent signing
the writing or causing the Shareholder's signature to be affixed to the writing
by any reasonable means, including facsimile signature. A Shareholder may
authorize another person to act as proxy by transmitting, or authorizing the
transmission of, a telegram, cablegram, datagram, or other means of electronic
transmission to the person authorized to act as proxy or to a proxy solicitation
firm, proxy support service organization, or other person authorized by the
person who will act as proxy to receive the transmission. No proxy shall be
valid eleven months after its date.
All elections shall be had and all questions decided by a majority of the
votes cast at a duly constituted meeting, except as otherwise provided by law or
by the Declaration of Trust or by these By-Laws.
At any election of Trustees, the Chairman of the meeting may, and upon the
request of the holders of ten per cent (10%) of the Shares entitled to vote at
such election shall, appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties of inspectors
at such election with strict impartiality and according to the best of their
ability, and shall after the election make a certificate of the
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result of the vote taken. No candidate for the office of Trustee shall be
appointed such Inspector.
Section 7. CONDUCT OF MEETINGS. The meetings of the Shareholders shall be
presided over by the President, or if he is not present, by a Vice-President, or
if none of them is present, by a Chairman to be elected at the meeting. The
Secretary of the Trust, if present, shall act as a Secretary of such meetings,
or if he is not present, an Assistant Secretary shall so act; if neither the
Secretary nor the Assistant Secretary is present, then the meeting shall elect
its Secretary.
Section 8. CONCERNING VALIDITY OF PROXIES, BALLOTS, ETC. At every meeting
of the Shareholders, all proxies shall be received and taken in charge of and
all ballots shall be received and canvassed by the Secretary of the meeting, who
shall decide all questions concerning upon the qualification of voters, the
validity of the proxies and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed by the Chairman of the meeting,
in which event such inspectors of election shall decide all such questions.
Section 9. ACTION WITHOUT MEETING. Except as otherwise provided by law,
the provisions of these By-Laws relating to notices and meetings to the contrary
notwithstanding, any action required or permitted to be taken at any meeting of
Shareholders may be taken without a meeting if a majority of the Shareholders
entitled to vote upon the action consent to the action in writing and such
consents are filed with the records of the Trust. Such consent shall be treated
for all purposes as a vote taken as a meeting of Shareholders.
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ARTICLE II
TRUSTEES
Section 1. NUMBER AND TENURE OF OFFICE. The property of the Trust shall be
controlled by and the business and affairs of the Trust shall be conducted and
managed by not less than three (3) or more than fifteen (15) Trustees, as may be
fixed from time to time by a written instrument signed by a majority of the
Trustees then in office. Trustees need not be Shareholders. The tenure of office
of each Trustee shall be set by resolution of the Trustees, except that any
Trustee may resign his office or be removed from office for cause pursuant to
the provisions of the Declaration of Trust.
Section 2. VACANCIES. Pursuant to the provisions of the Declaration of
Trust, in case of any vacancy in the office of Trustee through death,
resignation or other cause, other than an increase in the number of Trustees, a
majority of the remaining Trustees, although a majority is less than a quorum,
by an affirmative vote, or the sole remaining Trustee, may elect a successor or
successors, as the case may be, to hold office.
Section 3. INCREASE OR DECREASE IN NUMBER OF TRUSTEES. Pursuant to the
provisions of the Declaration of Trust, the Trustees, by the vote of a majority
of all the Trustees then in office, may increase the number of Trustees and may
elect Trustees to fill the vacancies created by any such increase in the number
of Trustees. The Trustees, by the vote of a majority of all the Trustees then in
office, may likewise decrease the number of Trustees to a number not less than
three.
Section 4. PLACE OF MEETING. The Trustees may hold their meetings, have
one or more offices, and keep the books of the Trust, outside the Commonwealth
of Massachusetts, at any office or offices of the Trust or at any other place as
they may from time to time by resolution determine, or in the case of meetings,
as they may from time to
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time by resolution determine or as shall be specified or fixed in the respective
notices or waivers of notice thereof.
Section 5. REGULAR MEETINGS. Regular meetings of the Trustees shall be
held at such time and on such notice as the Trustees may from time to time
determine.
Section 6. SPECIAL MEETINGS. Special meetings of the Trustees may be held
from time to time upon call of the President, the Secretary or two or more of
the Trustees, by oral or telegraphic or written notice duly served on or sent or
mailed to each Trustee not less than one day before such meeting. No notice of
any special meting need be given to any Trustee who executes a written waiver of
such notice either before or after the meeting is held and which notice is filed
with the records of the meeting. Such notice or waiver of notice need not state
the purpose or purposes of such meeting.
Section 7. QUORUM. One-third of the Trustees then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Trustees. If at any meeting of the Trustees
there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum shall be obtained. The act
of the majority of the Trustees present at any meeting at which there is a
quorum shall be the act of the Trustees, except as may be otherwise specifically
provided by statute or by the Declaration of Trust or by these By-Laws.
Section 8. EXECUTIVE COMMITTEE. The Trustees may, by the affirmative vote
of a majority of the Trustees then in office, appoint from the Trustees an
Executive Committee to consist of such number of Trustees (not less than three)
as the Trustees may from time to time determine. The Chairman of the Committee
shall be elected by the Trustees. The Trustees by such affirmative vote shall
have power at any time to change
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the members of such Committee and may fill vacancies in the Committee by
election from the Trustees. When the Trustees are not in session, to the extent
permitted by law the Executive Committee shall have and may exercise any or all
of the powers of the Trustees in the management of the business and affairs of
the Trust. The Executive Committee may fix its own rules of procedure, and may
meet when and as provided by such rules or by resolution of the Trustees, but in
every case the presence of a majority shall be necessary to constitute a quorum.
During the absence of a member of the Executive Committee, the remaining members
may appoint a Trustee to act in his place.
Section 9. OTHER COMMITTEES. The Trustees, by the majority vote of all of
the Trustees then in office, may appoint from the Trustees other committees
which shall in each case consist of such number of Trustees (not less than two)
and shall have and may exercise such powers as the Trustees may determine in the
resolution appointing them. A majority of all the members of any such committee
may determine its action and fix the time and place of its meetings, unless the
Trustees shall otherwise provide. The Trustees shall have power at any time to
change the members and powers of any such committee, to fill vacancies and to
discharge any such committee.
Section 10. TELEPHONE MEETINGS. Trustees or a committee of the Trustees may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means
constitutes presence in person at the meeting.
Section 11. ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at any meeting of the Trustees or any committee thereof may be taken
without a meeting, if a written consent to such action is signed by all Trustees
then in office or all
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members of such committee, as the case may be, and such written consent is filed
with the minutes of the proceedings of the Trustees or committee.
Section 12. COMPENSATION. No Trustee shall receive any stated salary or
fees from the Trust for his services as such if such Trustee is, otherwise than
by reason of being such Trustee, an interested person (as such terms is defined
by the Investment Company Act of 1940) of the Trust or of its investment adviser
or manager or principal underwriter or distributor. Except as provided in the
preceding sentence, Trustees shall be entitled to receive such compensation from
the Trust for their services as may from time to time be voted by the Trustees.
Section 13. NOMINATING COMMITTEE. The Board of Trustees may by the
affirmative vote of a majority of the entire Board appoint from its members a
Nominating committee composed of two or more trustees who are not "interested
persons" (as defined in the Investment Company Act of 1940) of the Trust, as the
Board may from time to time determine. The Nominating Committee shall be
empowered to elect its own chairman who may call, or direct the Secretary of the
Trust to call, meetings in accordance with the notice provisions of these
By-Laws otherwise applicable to meetings of the Board of Trustees. The
Nominating Committee shall recommend to the Board a slate of persons who are not
"interested persons" (as defined in the Investment Company Act of 1940) of the
Trust, which may include members of the Nominating Committee, to be nominated
for election as trustees by the shareholders at each annual meeting of
shareholders and to fill any vacancy occurring for any reason among the trustees
who are not such "interested persons."
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ARTICLE III
OFFICERS
Section 1. EXECUTIVE OFFICERS. The executive officers of the Trust shall
be chosen by the Trustees. These may include a Chairman of the Trust and shall
include a President (who shall be a Trustee), one or more Vice-Presidents (the
number thereof to be determined by the Trustees), a Secretary and a Treasurer.
The Trustees or the Executive Committee may also in their or its discretion, as
the case may be, appoint Assistant Secretaries, Assistant Treasurers and other
officers, agents and employees, who shall have such authority and perform such
duties as the Trustees or the Executive Committee may determine. The Trustees
may fill any vacancy which may occur in any office. Any two officers, except
those of President and Vice-President, may be held by the same person, but no
officer shall execute, acknowledge or verify an instrument in more than one
capacity, if such instrument is required by law or these By-Laws to be executed,
acknowledged or verified by two or more officers.
Section 2. TERM OF OFFICE. The term of office of all officers shall be one
year and until their respective successors are chosen and qualified. Any officer
may be removed from office at any time with or without cause by the vote of a
majority of the Trustees then in office.
Section 3. POWERS AND DUTIES. The officers of the Trust shall have such
powers and duties as generally pertain to their respective offices, as well as
such powers and duties as may from time to time be conferred by the Trustees or
by the Executive Committee.
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ARTICLE IV
SHARE INTEREST
Section 1. CERTIFICATES FOR SHARES. Shareholders are not entitled to
receive certificates evidencing their Share ownership, unless the Trustees shall
by resolution otherwise determine.
Section 2. TRANSFER OF SHARES. Shares of the Trust shall be transferable
on the register of Trust by the holder thereof in person or by his agent duly
authorized in writing, upon delivery to the Trustees or the Transfer Agent of a
duly executed instrument of transfer, together with such evidence of the
genuineness of each such execution and authorization of such other matter as the
Trust or its agents may reasonably require.
Section 3. REGISTER OF SHARES. A register of the Trust, containing the
names and addresses of the Shareholders and the number of Shares held by them
respectively and a record of all transfers thereof, shall be kept at the
principal offices of the Trust or, if the Trust employs a Transfer Agent, at the
offices of the Transfer Agent of the Trust.
ARTICLE V
SEAL
The Trustees may provide for a suitable seal, in such form and bearing such
inscriptions as they may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Trust shall begin on the first day of December and
shall end on the last day of November in each year.
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ARTICLE VII
INDEMNIFICATION
A representative of the Trust shall be indemnified by the Trust with
respect to each proceeding against such representative, except a proceeding
brought by or on behalf of the Trust, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such representative in connection with such proceeding, provided
that such representative acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Trust and, with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any 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 act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Trust and, with respect to any criminal proceeding,
had reasonable cause to believe that his conduct was unlawful.
A representative of the Trust shall be indemnified by the Trust, with
respect to each proceeding brought by or on behalf of the Trust to obtain a
judgment or decree in its favor, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust;
except that no indemnification shall be made in respect of any claim, issue, or
matter as to which such representative has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Trust, unless and
only to the extent that the court in which the proceeding was brought, or a
court of equity in the county in which the Trust has its principal office,
determines upon application that, despite the
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adjudication of liability but in view of all circumstances of the case, such
corporate representative is fairly and reasonably entitled to indemnity for the
expenses which the court considers proper.
To the extent that the representative of the Trust has been successful on
the merits or otherwise in defense of any proceeding referred to in the
preceding two paragraphs, or in defense of any claim, issue or matter therein,
the Trust shall indemnify him against all expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
Except as provided in the preceding paragraph any indemnification under the
first two paragraphs of this Article (unless ordered by a court) shall be made
by the Trust only as authorized in the specific case upon a determination that
indemnification of the representative of the Trust is proper in the
circumstances because he has met the applicable standard of conduct set forth in
such paragraphs. The determination shall be made (1) by the Trustees by a
majority vote of a quorum consisting of Trustees who were not parties to the
proceeding, or (2) if a quorum is not obtainable or if a quorum of disinterested
Trustees so directs, by independent legal counsel in a written opinion, or (3)
by the Shareholders.
The Trust shall advance the expenses (including attorney's fees) of a
representative of the Trust who is a party to any Proceeding to the fullest
extent authorized, and in the manner permitted hereby and by applicable federal
and state law and if (1) authorized by the Trustees in the specific case, and
(2) the Trust receives an undertaking by or on behalf of the representative of
the Trust to repay the advance if it is
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not ultimately determined that he is entitled to be indemnified by the Trust as
authorized in this Article.
The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which a representative of the Trust or other person may
be entitled under any agreement, vote of Shareholders or disinterested Trustees
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding the office, and shall continue as to a person who
has ceased to be a Trustee, officer, employee or agent and inure to the benefit
of his heirs and personal representatives.
The Trust may purchase and maintain insurance on behalf of any person who
is or was a Trustee, officer, employee or agent of the Trust, or is or was
serving at the request of the Trust as a trustee, director, officer, employee or
agent of another trust, corporation, partnership, joint venture or other
enterprise against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, regardless of whether the
Trust would have the power to indemnify him against the liability under the
provisions of this Article. Pursuant and subject to the provisions of this
Article, the Trust shall indemnify each representative of the Trust against, or
advance the expenses of a representative of the Trust for, the amount of any
deductible provided in any liability insurance policy maintained by the Trust.
Nothing contained in this Section shall be construed to indemnify any
representative of the Trust against any liability to the Trust or to its
security holders to which he would otherwise be subject by reason of bad faith,
wilful misfeasance, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
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As used in this Article "representative of the Trust" means an individual
(1) who is a present or former Trustee, officer, agent or employee of the Trust
or who serves or has served another trust corporation, partnership, joint
venture or other enterprise in one of such capacities at the request of the
Trust, and (2) who by reason of his position is, has been or is threatened to be
made a party to a proceeding; and "Proceeding" includes any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative.
ARTICLE VIII
CUSTODIAN
Section 1. The Trust shall have as custodian or custodians one or more
trust companies or banks of good standing, each having a capital, surplus and
undivided profits aggregating not less than fifty million dollars ($50,000,000),
and, to the extent required by the Investment Company Act of 1940, the funds and
securities held by the Trust shall be kept in the custody of one or more such
custodians, provided such custodian or custodians can be found ready and willing
to act, and further provided that the Trust may use as subcustodians, for the
purpose of holding any foreign securities and related funds of the Trust such
foreign securities and related funds of the Trust such foreign banks as the
Trustees may approve and as shall be permitted by law.
Section 2. The Trust shall upon the resignation or inability to serve of
its custodian or upon change of the custodian:
(i) in case of such resignation or inability
to serve, use its best efforts to obtain a
successor custodian;
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(ii) require that the cash and securities
owned by the Trust be delivered directly to the
successor custodian; and
(iii) 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 otherwise than to a
successor custodian, the question whether the
Trust shall be liquidated or shall function
without a custodian.
ARTICLE IX
AMENDMENT OF BY-LAWS
The By-Laws of the Trust may be altered, amended, added to or repealed by
the Shareholders or by majority vote of all the Trustees then in office; but any
such alteration, amendment, addition or repeal of the By-Laws by action of the
Trustees may be altered or repealed by Shareholders.
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