BY-LAWS
OF
THE PILLAR FUNDS
Section 1. Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These By-Laws shall be subject
to the Agreement and Declaration of Trust, as from time to time in
effect (the "Declaration of Trust"), of The Pillar Funds, a
Massachusetts business trust established by the Declaration of
Trust (the "Trust").
1.2 Principal Office of the Trust. The principal office of the Trust
shall be located in Boston, Massachusetts.
Section 2. Shareholders
2.1 Annual Meeting. The Trust will not hold annual meetings of the
shareholders.
2.2 Special Meetings. A special meeting of the shareholders may be
called at any time by the Trustees, by the president or, if the
Trustees and the president shall fail to call any meeting of
shareholders for a period of 30 days after written application of
one or more shareholders who hold at least 10% of all shares
issued and outstanding and entitled to vote at the meeting, then
such shareholders may call such meeting. Each call of a meeting
shall state the place, date, hour and purposes of the meeting.
2.3 Place of Meetings. All meetings of the shareholders shall be held
at such place within the United States as shall be designated by
the Trustees or the president of the Trust.
2.4 Notice of Meetings. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes of
the meeting, shall be given at least seven days before the meeting
to each shareholder entitled to vote thereat by leaving such
notice with him or at his residence or usual place of business or
by mailing it, postage prepaid, and addressed to such shareholder
at his address as it appears in the records of the Trust. Such
notice shall be given by the secretary or an assistant secretary
or by an officer designated by the Trustees. No notice of any
meeting of shareholders need be given to a shareholder if a
written waiver of notice, executed before or after the meeting by
such
shareholder or his attorney thereunto duly authorized, is filed
with the records of the meeting.
2.5 Ballots. No ballot shall be required for any election unless
requested by a shareholder present or represented at the meeting
and entitled to vote in the election.
2.6 Proxies. Shareholders entitled to vote may vote either in person
or by proxy in writing dated not more than six months before the
meeting named therein, which proxies shall be filed with the
secretary or other person responsible to record the proceedings of
the meeting before being voted. Unless otherwise specifically
limited by their terms, such proxies shall entitle the holders
thereof to vote at any adjournment of such meeting but shall not
be valid after the final adjournment of such meeting.
Section 3. Trustees
3.1 Committees and Advisory Board. The Trustees may appoint from
their number an executive committee and other committees. Except
as the Trustees may otherwise determine, any such committee may
make rules for conduct of its business. The Trustees may appoint
an advisory board to consist of not less than two nor more than
five members. The members of the advisory board shall be
compensated in such manner as the Trustees may determine and shall
confer with and advise the Trustees regarding the investments and
other affairs of the Trust. Each member of the advisory board
shall hold office until the first meeting of the Trustees
following the next annual meeting of the shareholders and until
his successor is elected and qualified, or until he sooner dies,
resigns, is removed, or becomes disqualified, or until the
advisory board is sooner abolished by the Trustees.
3.2 Regular Meetings. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the
Trustees may from time to time determine, provided that notice of
the first regular meeting following any such determination shall
be given to absent Trustees. A regular meeting of the Trustees may
be held without call or notice immediately after and at the same
place as the annual meeting of the shareholders.
3.3 Special Meetings. Special meetings of the Trustees may be held at
any time and at any place designated in the call of the meeting,
when called by the Chairman of the Board, the president or the
treasurer or by two or more Trustees, sufficient notice thereof
being given to each Trustee by the secretary or an assistant
secretary or by the officer or one of the Trustees calling the
meeting.
3.4 Notice. It shall be sufficient notice to a Trustee to send notice
by mail at least forty-eight hours or by telegram at least
twenty-four hours before the meeting addressed to the Trustee at
his or her usual or last known business or residence address or to
give notice to him or her in person or by telephone at least
twenty-four hours before the meeting. Notice of a meeting need not
be given to any Trustee if a written waiver of notice, executed by
him or her before or after the meeting, is filed with the records
of the meeting, or to any Trustee who attends the meeting without
protesting prior thereto or at its commencement the lack of notice
to him or her. Neither notice of a meeting nor a waiver of a
notice need specify the purposes of the meeting.
3.5 Quorum. At any meeting of the Trustees one-third of the Trustees
then in office shall constitute a quorum; provided, however, a
quorum shall not be less than two. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the
question, whether or not a quorum is present, and the meeting may
be held as adjourned without further notice.
Section 4. Officers and Agents
4.1 Enumeration: Qualification. The officers of the Trust shall be a
president, a treasurer, a secretary and such other officers, if
any, as the Trustees from time to time may in their discretion
elect or appoint. The Trust may also have such agents, if any, as
the Trustees from time to time may in their discretion appoint.
Any officer may be but none need be a Trustee or shareholder. Any
two or more offices may be held by the same person.
4.2 Powers. Subject to the other provisions of these By-Laws, each
officer shall have, in addition to the duties and powers herein
and in the Declaration of Trust set forth, such duties and powers
as are commonly incident to his or her office as if the Trust were
organized as a Massachusetts business corporation and such other
duties and powers as the Trustees may from time to time designate.
4.3 Election. The president, the treasurer and the secretary shall be
elected annually by the Trustees. Other officers, if any, may be
elected or appointed by the Trustees at any time.
4.4 Tenure. The president, the treasurer and the secretary shall hold
office for a one year term and until their respective successors
are chosen and qualified, or in each case until he or she sooner
dies, resigns, is removed or becomes disqualified. Each agent
shall retain his or her authority at the pleasure of the Trustees.
4.5 President and vice Presidents. The president shall be the chief
executive officer of the Trust. The president shall, subject to
the control of the Trustees, have general charge and supervision
of the business of the Trust. Any vice president shall have such
duties and powers as shall be designated from time to time by the
Trustees.
4.6 Chairman of the Board. If a Chairman of the Board of Trustees is
elected, he shall have the duties and powers specified in these
By-Laws and, except as the Trustees shall otherwise determine,
preside at all meetings of the shareholders and of the Trustees at
which he or she is present and have such other duties and powers
as may be determined by the Trustees.
4.7 Treasurer and Controller. The treasurer shall be the chief
financial officer of the Trust and subject to any arrangement made
by the Trustees with a bank or trust company or other organization
as custodian or transfer or shareholder services agent, shall be
in charge of its valuable papers and shall have such other duties
and powers as may be designated from time to time by the Trustees
or by the president. If at any time there shall be no controller,
the treasurer shall also be the chief accounting officer of the
Trust and shall have the duties and powers prescribed the Trust
and shall have the duties and powers prescribed herein for the
controller. Any assistant treasurer shall have such duties and
powers as shall be designated from time to time by the Trustees.
The controller, if any be elected, shall be the chief accounting
officer of the Trust and shall be in charge of its books of
account and accounting records. The controller shall be
responsible for preparation of financial statements of the Trust
and shall have such other duties and powers as may be designated
from time to time by the Trustees or the president.
4.8 Secretary and Assistant Secretaries. The secretary shall record
all proceedings of the shareholders and the Trustees in books to
be kept therefor, which books shall be kept at the principal
office of the Trust. In the absence of the secretary from any
meeting of shareholders or Trustees, an assistant secretary, or if
there be none or he or she is absent, a temporary clerk chosen at
the meeting shall record the proceedings thereof in the aforesaid
books.
Section 5. Resignation and Removals
Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the Chairman of the Board, the
president, the treasurer or the secretary or to a meeting of the Trustees. The
Trustees may remove any officer elected by them with or without cause by the
vote of a majority of the Trustees then in office. Except to the extent
expressly provided in a written agreement with the Trust, no Trustee,
officer, or advisory board member resigning, and no officer or advisory board
member removed shall have any right to any compensation for any period following
his or her resignation or removal, or any right to damages on account of such
removal.
Section 6. Vacancies
A vacancy in any office may be filled at any time. Each successor shall
hold office for the unexpired term, and in the case of the president, the
treasurer and the secretary, until his or her successor is chosen and qualified,
or in each case until he or she sooner dies, resigns, is removed or becomes
disqualified.
Section 7. Shares of Beneficial Interest
In lieu of issuing certificates for shares, the Trustees or the transfer
or shareholder services agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
Section 8. Record Date
The Trustees may fix in advance a time, which shall not be more than 60
days before the date of any meeting of shareholders or the date for the payment
of any dividend or making of any other distribution to shareholders, as the
record date for determining the shareholders having the right to notice and to
vote at such meeting and any adjournment thereof or the right to receive such
dividend or distribution, and in such case only shareholders of record on such
record date shall have such right, notwithstanding any transfer of shares on the
books of the Trust after the record date.
Section 9. Seal
The seal of the Trust shall, subject to alteration by the Trustees,
consist of a flat-faced circular die with the word "Massachusetts", together
with the name of the Trust and the year of its organization, cut or engraved
thereon; but, unless otherwise required by the Trustees, the seal shall not be
necessary to be placed on, and its absence shall not impair the validity of, any
document, instrument or other paper executed and delivered by or on behalf of
the Trust.
Section 10. Execution of Papers
Except as the Trustees may generally or in particular cases authorize
the execution thereof in some other manner, all deeds, leases, transfers,
contracts, bonds, notes, checks, drafts and other obligations made, accepted or
endorsed by the Trust shall be signed, and any transfers of securities standing
in the name of the Trust shall be executed, by the president or by one of the
vice presidents or by the treasurer or by whomsoever else shall be designated
for that purpose by the vote of the Trustees and need not bear the seal of the
Trust.
Section 11. Fiscal Year
The fiscal year of the Trust shall end on such date in each year as the
Trustees shall from time to time determine.
Section 12. Provisions Relating to the Conduct of the Trust's Business
12.1 Dealings with Affiliates. The Trust shall not purchase or retain
securities issued by any issuer if one or more of the holders of
the securities of such issuer or one or more of the officers or
directors of such issuer is an officer or Trustee of the Trust or
officer or director of any organization, association or
corporation with which the Trust has an investment adviser's
contract ("investment adviser"), if to the knowledge of the Trust
one or more of such officers or Trustees of the Trust or such
officers or directors of such investment advisers owns
beneficially more than one-half of one percent of the shares or
securities of such issuer and such officers, Trustees and
directors owning more than one-half of one percent of such shares
or securities together own beneficially more than five percent of
such outstanding shares or securities. Each Trustee and officer of
the Trust shall give notice to the secretary of the identity of
all issuers whose securities are held by the Trust of which such
officer or Trustee owns as much as one-half of one percent of the
outstanding securities, and the Trust shall not be charged with
the knowledge of such holdings in the absence of receiving such
notice if the Trust has requested such information not less often
than quarterly.
Subject to the provisions of the preceding paragraph, no officer,
Trustee or agent of the Trust and no officer, director or agent of
any investment adviser shall deal for or on behalf of the Trust
with himself as principal or agent, or with any partnership,
association or corporation in which he has a material financial
interest; provided that the foregoing provisions shall not prevent
(a) officers and Trustees of the Trust from buying, holding or
selling shares in the Trust, or
from being partners, officers or directors of or financially
interested in any investment adviser to the Trust or in any
corporation, firm or associa- tion which may at any time have a
distributor's or principal underwriter's contract with the Trust;
(b) purchases or sales of securities or other property if such
transaction is permitted by or is exempt or exempted from the
provisions of the Investment Company Act of 1940 or any Rule or
Regulation thereunder and if such transaction does not involve any
commission or profit to any security dealer who is, or one or more
of whose partners, shareholders, officers or directors is, an
officer or Trustee of the Trust or an officer or director of the
investment adviser, administrator or principal underwriter of the
Trust; (c) employment of legal counsel, registrar, transfer agent,
shareholder services, dividend disbursing agent or custodian who
is, or has a partner, stockholder, officer or director who is, an
officer or Trustee of the Trust; (d) sharing statistical, research
and management expenses, including office hire and services, with
any other company in which an officer or Trustee of the Trust is
an officer or director or financially interested.
12.2 Dealing in Securities of the Trust. The Trust, the investment
adviser, any corporation, firm or association which may at any
time have an exclusive distributor's or principal underwriter's
contract with the Trust (the "distributor") and the officers and
Trustees of the Trust and officers and directors of every
investment adviser and distributor, shall not take long or short
positions in the securities of the Trust, except that:
(a) the distributor may place orders with the Trust for its shares
equivalent to orders received by the distributor;
(b) shares of the Trust may be purchased at not less than net
asset value for investment by the investment adviser and by
officers and directors of the distributor, investment adviser,
or the Trust and by any trust, pension, profit-sharing or
other benefit plan for such persons, no such purchase to be in
contravention of any applicable state or federal requirement.
12.3 Limitation on Certain Loans. The Trust shall not make loans to
any officer, Trustee or employee of the Trust or any investment
adviser or distributor or their respective officers, directors or
partners or employees.
12.4 Custodian. All securities and cash owned by the Trust shall be
maintained in the custody of one or more banks or trust companies
having (according to its last published report) not less than two
million dollars ($2,000,000) aggregate capital, surplus and
undivided profits (any such bank or trust company is hereinafter
referred to as the "custodian"); provided, however, the custodian
may deliver securities as collateral on
borrowings effected by the Trust, provided, that such delivery
shall be conditioned upon receipt of the borrowed funds by the
custodian except where additional collateral is being pledged on
an outstanding loan and the custodian may deliver securities lent
by the Trust against receipt of initial collateral specified by
the Trust. Subject to such rules, regulations and orders, if any,
as the securities and Exchange Commission may adopt, the Trust
may, or may not permit any custodian to, deposit all or any part
of the securities owned by the Trust in a system for the central
handling of securities operated by the Federal Reserve Banks, or
established by a national securities exchange or national
securities association registered with said Commission under the
Securities Exchange Act of 1934, or such other person as may be
permitted by said Commission, pursuant to which system all
securities of any particular class or series of any issue
deposited with the system are treated as fungible and may be
transferred or pledged by bookkeeping entry, without physical
delivery of such securities.
The Trust shall upon the resignation or inability to serve of its
custodian or upon change of the custodian:
(a) in the case of such resignation or inability to serve use its
best efforts to obtain a successor custodian;
(b) require that the cash and securities owned by this corporation
be delivered directly to the successor custodian; and
(c) in the event that no successor custodian can be found, submit
to the shareholders, before permitting delivery of the cash
and securities owned by this Trust otherwise than to a
successor custodian, the question whether or not this Trust
shall be liquidated or shall function without a custodian.
12.5 Limitations on Investment. Each series of shares may not invest in
securities other than those described in the Trust's then current
prospectus as appropriate for the series of shares for which such
securities are being purchased.
12.6 Determination of Net Asset Value. Determinations of net asset
value made in good faith shall be binding on all parties
concerned.
12.7 Reports to Shareholders: Distributions from Realized Gains. The
Trust shall send to each shareholder of record at least annually a
statement of the condition of the Trust and of the results of its
operation, containing all information required by applicable laws
or regulations.
Section 13. Ammendments
These By-Laws may be amended or repealed, in whole or in part, by
a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such majority.
