BY-LAWS
OF
THE ADVISORS' INNER CIRCLE FUND III
ARTICLE 1
Agreement and Declaration
of Trust and Offices
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 Advisors' Inner Circle Fund III
(the "Trust"), the Delaware statutory trust established by the Declaration of
Trust.
1.2. PRINCIPAL OFFICE OF THE TRUST. The principal office of the
Trust shall be located at such place within or without the State of Delaware as
the Trustees may determine from time to time.
1.3. OTHER OFFICES. The Board of Trustees may at any time establish
branch or subordinate offices at any place or places where the Trust intends to
do business.
Article 2
Meetings of Shareholders
2.1. PLACE OF MEETING. Meetings of the Shareholders for the election
of Trustees shall be held in such place as shall be fixed by resolution of the
Board of Trustees and stated in the notice of the meeting.
2.2. ANNUAL MEETINGS. An Annual Meeting of Shareholders will not be
held unless the Investment Company Act of 1940, as amended (the "1940 Act"),
requires the election of Trustees to be acted upon.
2.3. SPECIAL MEETINGS. Special Meetings of the Shareholders may be
called at any time by the Chairman, or President, or by a majority of the Board
of Trustees, and shall be called by the Secretary upon written request of the
holders of shares entitled to cast not less than ten percent (10%) of all the
votes entitled to be cast at such meeting provided that:
(a) Such request shall state the purposes of such meeting and the
matters proposed to be acted on.
(b) The Shareholders requesting such meeting shall have paid to the
Trust the reasonable estimated cost of preparing and mailing the
notice thereof, which the Secretary shall determine and specify
to such Shareholders. No special meeting need be called upon the
request of Shareholders 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 on at
any meeting of the Shareholders held during the preceding twelve
months. The foregoing provisions of this section 3,
notwithstanding a special meeting of Shareholders shall be called
upon the request of the holders of at least ten percent of the
votes entitled to be cast for the purpose of consideration of the
removal of a Trustee from office as provided in section 16(c) of
the 1940 Act.
2.4. NOTICE. Not less than seven days before the date of every Annual
or Special Shareholders Meeting, the Secretary shall cause to be mailed to each
Shareholder entitled to vote at such meeting at his
(her) address (as it appears on the records of the Trust at the time of
mailing) written notice stating the time and place of the meeting and, in the
case of a Special Meeting of Shareholders, shall be limited to the purposes
stated in the notice. Notice of adjournment of a Shareholders meeting to
another time or place need not be given, if such time and place are announced
at the meeting.
2.5. RECORD DATE FOR MEETINGS. Subject to the provisions of the
Declaration of Trust, the Board of Trustees may fix in advance a date not more
than ninety, nor less than ten days, prior to the date of any annual or special
meeting of the Shareholders as a record date for the determination of the
Shareholders entitled to receive notice of, and to vote at any meeting and any
adjournment thereof; and in such case such Shareholders and only such
Shareholders as shall be Shareholders of record on the date so fixed shall be
entitled to receive notice of and to vote at such meeting and any adjournment
thereof as the case may be, notwithstanding any transfer of any stock on the
books of the Trust after any such record date fixed as aforesaid.
2.6. QUORUM. Except as otherwise provided by the 1940 Act or in the
Declaration of Trust, at any meeting of Shareholders, the presence in person or
by proxy of the holders of record of Shares issued and outstanding and entitled
to vote representing more than thirty-three and one-third percent (33 1/3%) of
the total combined net asset value of all Shares issued and outstanding and
entitled to vote shall constitute a quorum for the transaction of any business
at the meeting.
If, however, a quorum shall not be present or represented at any
meeting of the Shareholders, the holders of a majority of the votes present or
in person or by proxy shall have the 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 to a date not more than 180 days after the
original record date or another date and time within a reasonable time after
the date set for the original meeting. 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.
2.7. VOTING. Each Shareholder shall have one vote for each share (and
a fractional vote for each fractional share) held by such Shareholder on the
record date set pursuant to Section 5 of this Article 2 on each matter
submitted to a vote at a meeting of Shareholders. For purposes of this section
and Section 6 of this Article 2, net asset value shall be determined pursuant
to Section 1 Article 12 of these By-Laws as of the record date for such meeting
set pursuant to Section 5 of this Article 2. There shall be no cumulative
voting in the election of Trustees. Votes may be made in person or by proxy.
At all meetings of the Shareholders, a quorum being present, all
matters, except for the election of Trustees, which is governed by Section 3 of
Article 3, shall be decided by majority of the votes entitled to be cast held
by Shareholders present in person or by proxy, unless the question is one for
which by express provision of the laws of the State of Delaware, the 1940 Act,
or the Declaration of Trust, a different vote is required, in which case such
express provision shall control the decision of such question. At all meetings
of Shareholders, unless the voting is conducted by inspectors, all questions
relating to 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.
2.8. INSPECTORS. At any election of Trustees, the Board of Trustees
prior thereto may, or, if they have not so acted, the Chairman of the meeting
may appoint one or more inspectors of election who shall first subscribe an
oath of 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 result of the vote
taken.
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2.9. STOCK LEDGER AND LIST OF SHAREHOLDERS. It shall be the duty of
the Secretary or Assistant Secretary of the Trust to cause an original or
duplicate share ledger to be maintained at the office of the Trust's transfer
agent. Such share ledger may be in written form or any other form capable of
being converted into written form within a reasonable time for visual
inspection.
2.10. ACTION WITHOUT MEETING. Any action to be taken by Shareholders
may be taken without a meeting and without prior notice if Shareholders holding
a majority of the Shares entitled to vote on the matter (or such larger
proportion thereof as shall be required by any express provision of the
Declaration of Trust, by the By-Laws or by applicable law) and holding a
majority (or such larger proportion as aforesaid) of the Shares of any Series
(or Class) entitled to vote separately on the matter consent to the action in
writing (either manually or electronically) and such consents are filed with the
records of the meetings of Shareholders. Such consent shall be treated for all
purposes as a vote taken at a meeting of Shareholders.
ARTICLE 3
Trustees
3.1. GENERAL POWERS. The business of the Trust shall be managed under
the direction of its Board of Trustees, which may exercise all powers of the
Trust, except such as are by statute, or the Declaration of Trust, or by these
By-Laws conferred upon or reserved to the shareholders.
3.2. NUMBER AND TERM OF OFFICE. The number of Trustees which shall
constitute the whole Board shall be determined from time to time by the Board
of Trustees, but shall not be fewer than the minimum number permitted by
applicable laws, nor more than fifteen. Each Trustee elected shall hold office
until he or she dies, resigns, is declared bankrupt or incompetent by a court
or appropriate jurisdiction, or is removed, or until the next meeting of
Shareholders called for the purpose of electing Trustees and until the election
and qualification of his or her successor. Trustees need not be shareholders.
3.3. ELECTIONS. Provided a quorum is present, the Trustees shall be
elected by the vote of a plurality of the votes present in person or by proxy,
except that any vacancy, including any vacancy created by the Board in
connection with an increase in the number of Trustees constituting the Board,
on the Board of Trustees may be filled by a majority vote of the Board of
Trustees, although less than a quorum, subject to the requirements of Section
16(a) of the 1940 Act.
3.4. 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.
3.5. 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, if any, the President or the Treasurer or by two
or more Trustees, sufficient notice (except as set forth in Section 6 of this
Article 3) thereof being given to each Trustee by the Secretary or an Assistant
Secretary or by the officer or the Trustees calling the meeting.
3.6. NOTICE. It shall be sufficient notice to a Trustee of a special
meeting to send notice by mail to the Trustee at his or her usual or last known
business or residence address at least forty-eight hours or by any electronic
or telecommunications device, including telefax or through the Internet at
least twenty-four hours before the meeting addressed to the Trustee 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
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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 (unless otherwise required by applicable law).
3.7. 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.
3.8. ACTION BY VOTE. When a quorum is present at any meeting, a
majority of Trustees present may take any action, except when a larger vote is
expressly required by law, by the Declaration of Trust or by these By-Laws.
3.9. ACTION BY WRITING. Except as required by law, any action
required or permitted to be taken at any meeting of the Trustees may be taken
without a meeting if a majority of the Trustees (or such larger proportion
thereof as shall be required by any express law or provision of the Declaration
of Trust or these By-Laws) consent to the action in writing (manually or
electronically) and such written consents are filed with the records of the
meetings of Trustees. Such consent shall be treated for all purposes as a vote
taken at a meeting of Trustees.
3.10. PRESENCE THROUGH COMMUNICATIONS EQUIPMENT. Except as required
by law, the Trustees may participate in a meeting of Trustees by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.
3.11. COMPENSATION. Any Trustee, whether or not he is a salaried
officer or employee of the Trust, may be compensated for his services as
Trustee or as a member of a Committee of Trustees, or as chairman of a
Committee by fixed periodic payments or by fees for attendance at meetings or
by both, and in addition may be reimbursed for transportation and other
expenses, all in such manner and amounts as the Board of Trustees may from time
to time determine.
ARTICLE 4
Notices
4.1. FORM. Notices to Shareholders and Trustees shall be delivered
by any method legally permissible with respect to that type of notice. Such
methods may include oral, written, electronic, or otherwise. Delivery of
notice shall be made using the most current contact information for that
Shareholder or Trustee appearing on the books of the Trust. Notice by mail
shall be deemed to be given at the time when the same shall be mailed. Subject
to the provisions of the 1940 Act, notice to Trustees need not state the
purpose of a regular or special meeting.
4.2. WAIVER. Whenever any notice of the time, place or purpose of
any meeting of Shareholders, Trustees or a Committee is required to be given
under the provisions of the Declaration of Trust or these By-Laws, a waiver
thereof 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 of Shareholders in person or by
proxy, or at the meeting of Trustees or a Committee in person, shall be deemed
equivalent to the giving of such notice to such persons.
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ARTICLE 5
Officers
5.1. ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
President, a Treasurer, a Secretary, a Chief Compliance Officer and such other
officers, if any, as the Trustees from time to time may in their discretion
elect. The Trust may also have such agents as the Trustees from time to time
may in their discretion appoint. The Chairman of the Board, if one is elected,
shall be a Trustee and may but need not be a Shareholder; and any other officer
may but need not be a Trustee or Shareholder. Any two or more offices may be
held by the same person.
5.2. ELECTION AND TENURE. The President, the Treasurer, the Secretary
and such other officers as the Trustees from time to time may in their
discretion elect shall each be elected by the Trustees to serve until his or
her successor is elected or qualified, or until he or she sooner dies, resigns,
is removed or becomes disqualified. Each officer shall hold office and each
agent shall retain authority at the pleasure of the Trustees. Any officer or
agent may be removed by the affirmative vote of a majority of the Board of
Trustees whenever, in its judgment, the best interests of the Trust will be
served thereby. In addition, any officer or agent appointed pursuant to Section
1 of this Article 5 may be removed, either with or without cause, by any
officer upon whom such power of removal shall have been conferred by the Board
of Trustees. Any vacancy occurring in any office of the Trust by death,
resignation, removal or otherwise shall be filled by the Board of Trustees,
unless pursuant to Section 1 of this Article 5 the power of appointment has
been conferred by the Board of Trustees on any other officer.
5.3. POWERS. Subject to the other provisions of these By-Laws, each
officer shall have, in addition to the duties and powers set forth herein and
in the Declaration of Trust, such duties and powers as are commonly incident to
the office occupied by him or her as if the Trust were organized as a Delaware
business corporation and such other duties and powers as the Trustees may from
time to time designate.
5.4. PRESIDENT. The President shall be the principal executive
officer of the Trust. He or she may call meetings of the Trustees and of any
Committee thereof when he or she deems it necessary and, in the absence of the
Chairman, shall preside at all meetings of the Shareholders. Subject to the
control of the Trustees, the Chairman and any Committees of the Trustees,
within their respective spheres, as provided by the Trustees, the President
shall at all times exercise a general supervision and direction over the
affairs of the Trust. The President shall have the power to employ attorneys
and counsel for the Trust and to employ such subordinate officers, agents,
secretaries, clerks and employees as he or she may find necessary to transact
the business of the Trust. He or she shall also have the power to grant, issue,
execute or sign such powers of attorney, proxies or other documents as may be
deemed advisable or necessary in furtherance of the interests of the Trust. The
President shall have such powers and duties as from time to time may be
conferred upon or assigned to him or her by the Trustees.
5.5. VICE PRESIDENT(S). In the absence or disability of the
President, the Vice President, if any, or, if there be more than one Vice
President, any Vice President designated by the Trustees shall perform all the
duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him or her from time to time by the Trustees or the
President. Any Vice President shall be authorized to sign documents on behalf
of the Trust.
5.6. CHAIRMAN OF THE BOARD. The Chairman shall, if present, preside
at meetings of the Shareholders and the Trustees, and shall, subject to the
control of the Trustees, have general supervision, direction and control of the
business and the officers of the Trust and exercise and perform such other
powers and duties as may be from time to time assigned to him by the Trustees
or prescribed by the Declaration of Trust or these By-Laws. In the absence of
the Chairman, the Vice Chairman, if such
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an officer is elected, may assume all powers and duties assigned to the
Chairman hereunder at the discretion of the Trustees.
5.7. TREASURER. The Treasurer shall be the chief financial officer
and accounting officer of the Trust, and shall, subject to the provisions of
the Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment adviser or manager or transfer, shareholder servicing or
similar agent, be in charge of the valuable papers, books of account and
accounting records of the Trust, and shall have such other duties and powers as
may be designated from time to time by the Trustees or by the President. The
Treasurer shall be authorized to sign documents on behalf of the Trust. He
shall render to the Board of Trustees, whenever directed by the Board, an
account of the financial condition of the Trust and of all his transactions as
Treasurer. He shall cause to be prepared annually a full and correct statement
of the affairs of the Trust, including a balance sheet and a statement of
operations for the preceding fiscal year. He shall perform all the acts
incidental to the office of Treasurer, subject to the control of the Board of
Trustees.
5.8. SECRETARY. The Secretary shall record all proceedings of the
Shareholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence
of the Secretary from any meeting of the Shareholders or Trustees, an assistant
secretary or, if there be none or if he or she is absent, a temporary secretary
chosen at such meeting shall record the proceedings thereof in the aforesaid
books. The Secretary shall be authorized to sign documents on behalf of the
Trust.
5.9. CHIEF COMPLIANCE OFFICER. The Chief Compliance Officer shall be
responsible for administering the Trust's compliance policies and procedures as
required by Rule 38a-1 under the 1940 Act and may have such other duties and
powers as may be designated from time to time by the Trustees. The designation
and compensation of the Chief Compliance Officer must be approved by the
Trustees, including a majority of the Trustees who are not interested persons
of the Trust, as defined by the 1940 Act. The Chief Compliance Officer shall be
authorized to sign documents on behalf of the Trust.
5.10. RESIGNATIONS AND REMOVALS. Any officer may resign at any time
by written instrument signed by him or her and delivered to the Chairman, the
President or the Secretary or to a meeting of the Trustees. Such resignation
shall be effective upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer with or without cause. Except to the
extent expressly provided in a written agreement with the Trust, no officer
resigning and no officer 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.
5.11. SUBORDINATE OFFICERS. A Vice President, the Secretary or the
Treasurer may appoint an Assistant Vice President, an Assistant Secretary or an
Assistant Treasurer, respectively, to serve subject to ratification by the
Board at its next regular meeting.
5.12. VACANCIES IN OFFICES. Any vacancy in any of the offices,
whether by resignation, removal or otherwise, may be filled by the President. A
vacancy in the office of Assistant Vice President may be filled by a Vice
President; in the office of Assistant Secretary by the Secretary; or in the
office of Assistant Treasurer by the Treasurer. Any appointment to fill any
vacancy shall serve subject to ratification by the Board at its next regular
meeting.
5.13. COMPENSATION. The salaries or other compensation of all
officers and agents of the Trust shall be fixed by the Board of Trustees,
except that the Board of Trustees may delegate to any
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person or group of persons the power to fix the salary or other compensation of
any subordinate officers or agents appointed pursuant to Section 1 of this
Article 5.
ARTICLE 6
Committees
6.1. COMMITTEES. The Board of Trustees may by resolution passed by a
majority of the entire Board appoint from among its members an Executive
Committee and other committees composed of two or more Trustees, and may
delegate to such committees, in the intervals between meetings of the Board of
Trustees, any or all of the powers of the Board of Trustees in the management
of the business and affairs of the Trust.
6.2. ACTION OF COMMITTEES. In the absence of an appropriate
resolution of the Board of Trustees, each committee may adopt such rules and
regulations governing its proceedings, quorum and manner of acting as it shall
deem proper and desirable, provided that the quorum shall not be less than two
trustees. The committees shall keep minutes of their proceedings and shall
report the same to the Board of Trustees at the meeting next succeeding, and
any action by the committee shall be subject to revision and alteration by the
Board of Trustees, provided that no rights of third persons shall be affected
by any such revision or alteration. In the absence of any member of such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of Trustees to act in
the place of such absent member.
ARTICLE 7
Reports
7.1. GENERAL. The Trustees and officers shall render reports at the
time and in the manner required by the Declaration of Trust or any applicable
law. Officers and Committees shall render such additional reports as they may
deem desirable or as may from time to time be required by the Trustees.
ARTICLE 8
Fiscal Year
8.1. GENERAL. The fiscal year of the Trust and each Series shall be
as designated from time to time by the Board. The fiscal year of the Trust and
each Series may be refixed or changed, from time to time, by resolution of the
Board.
ARTICLE 9
Seal
9.1. GENERAL. The Trust shall have no seal.
ARTICLE 10
Execution of Papers
10.1. GENERAL. Except as the Trustees may generally or in particular
cases authorize the execution thereof in some other manner, all checks, deeds,
leases, contracts, notes, drafts and other obligations made by the Trustees
shall be signed by the Chairman, if any, the President, any Vice President or
the Treasurer or any of such other officers or agents as shall be designated
for that purpose by a vote of the Trustees.
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ARTICLE 11
Share Certificates
11.1. SHARE CERTIFICATES. No certificates certifying the ownership
of Shares shall be issued except as the Trustees may otherwise authorize.
In lieu of issuing certificates for Shares, the Trustees or the
transfer agent may either issue receipts therefore 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.
11.2. RECORDING AND TRANSFER WITHOUT CERTIFICATES. The Trust shall
have the full power to participate in any program approved by the Board of
Trustees providing for the recording and transfer of ownership of the Trust's
shares by electronic or other means without the issuance of certificates.
11.3. TRANSFER OF SHARES. Transfers of shares of beneficial interest
of the Trust shall be made on the books of the Trust by the holder of record
thereof (in person or by his attorney thereunto duly authorized by a power of
attorney duly executed in writing and filed with the Secretary of the Trust).
11.4. REGISTERED HOLDERS. 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 to hold liable for calls
and assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by
applicable law or the Declaration of Trust.
11.5. TRANSFER AGENTS AND REGISTRARS. The Board of Trustees may, from
time to time, appoint or remove transfer agents and or registrars of the Trust,
and they may appoint the same person as both transfer agent and registrar.
Upon any such appointment being made, all certificates representing shares of
beneficial interest thereafter issued shall be countersigned by such transfer
agent and shall not be valid unless so countersigned.
ARTICLE 12
Provisions Relating to the Conduct of the Trust's Business
12.1. DETERMINATION OF NET ASSET VALUE PER SHARE. Net asset value per
Share of each series or class of Shares of the Trust shall be determined at the
times and in the manner specified from time to time by the Trustees.
12.2. CUSTODIANSHIP. Except as otherwise required by the 1940 Act or
provided by a resolution of the Board of Trustees, the Trust shall place and at
all times maintain in the custody of a custodian (including any sub-custodian
for the custodian) all funds, securities and similar investments owned by the
Trust. The custodian may enter into arrangements with securities depositories,
provided such arrangements comply with the provisions of the 1940 Act and the
rules and regulations promulgated thereunder.
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ARTICLE 13
Indemnification
13.1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article 13, "agent" means any person who is or was a trustee or officer of this
Trust and any person who, while a trustee or officer of this Trust, is or was
serving at the request of this Trust as a trustee, director, officer, partner,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise; "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 Article.
13.2. ACTIONS OTHER THAN BY THE TRUST. This 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 this Trust) by reason of
the fact that such person is or was an agent of this Trust, against expenses,
judgments, fines, settlements, attorney's fees and other amounts actually and
reasonably incurred in connection with such proceeding, if it is determined
that person acted in good faith and reasonably believed: (a) in the case of
conduct in his official capacity as an agent of the Trust, that his conduct was
in the Trust's best interests and (b) in all other cases, that his conduct was
at least not opposed to the Trust's best interests and (c) in the case of a
criminal proceeding, that he had no reasonable cause to believe the conduct of
that person 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. 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.
13.3. ACTIONS BY THE TRUST. This 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 this Trust to procure a judgment in its favor by reason of the
fact that that person is or was an agent of this Trust, against expenses
actually and reasonably incurred by that person in connection with the defense
or settlement of that action if that person acted in good faith, in a manner
that person believed to be in the best interests of this Trust and with such
care, including reasonable inquiry, as an ordinarily prudent person in a like
position would use under similar circumstances.
13.4. EXCLUSION OF INDEMNIFICATION. 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 agent's office with this Trust.
No indemnification shall be made under Section 2 or 3 of this Article 13:
(a) In respect of any proceeding as to which that person shall have
been adjudged to be liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted
from an action taken in the person's official capacity; or
(b) In respect of any proceeding as to which that person shall have
been adjudged to be liable in the performance of that person's
duty to this Trust, unless and only to the extent that the court
in which that action was brought shall determine upon application
that in view of all the relevant circumstances of the case, that
person is fairly and reasonably entitled to indemnity for the
expenses which the court shall determine; however, in such case,
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indemnification with respect to any proceeding by or in the right
of the Trust or in which liability shall have been adjudged by
reason of the disabling conduct set forth in the preceding
paragraph shall be limited to expenses; or
(c) Of amounts paid in settling or otherwise disposing of a
proceeding, with or without court approval, or of expenses
incurred in defending a proceeding which is settled or otherwise
disposed of without court approval, unless the required approval
set forth in Section 6 of this Article is obtained.
13.5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of
this Trust has been successful, on the merits or otherwise, in the defense of
any proceeding referred to in Sections 2 or 3 of this Article 13 before the
court or other body before whom the proceeding was brought, the agent shall be
indemnified against expenses actually and reasonably incurred by the agent in
connection therewith, provided that the Board of Trustees, including a majority
who are disinterested, non-party trustees, also determines that based upon a
review of the facts, the agent was not liable by reason of the disabling
conduct referred to in Section 4 of this Article.
13.6. REQUIRED APPROVAL. Except as provided in Section 5 of this
Article 13, any indemnification under this Article 13 shall be made by this
Trust only if authorized in the specific case on a determination that
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct set forth in Section 2 or 3 of this
Article 13 and is not prohibited from indemnification because of the disabling
conduct set forth in Section 4 of this Article 13, by:
(a) A majority vote of a quorum consisting of trustees who are not
parties to the proceeding and are not interested persons of the
Trust (as defined in the 1940 Act);
(b) A written opinion by an independent legal counsel; or
(c) The shareholders; however, shares held by agents who are parties
to the proceeding may not be voted on the subject matter under
this Sub-Section.
13.7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this Trust before the final disposition of the
proceeding if:
(a) Receipt of a written affirmation by the agent of his good faith
belief that he has met the standard of conduct necessary for
indemnification under this Article and a written undertaking by
or on behalf of the agent, such undertaking being an unlimited
general obligation to repay the amount of the advance if it is
ultimately determined that he has not met those requirements, and
(b) A determination that the facts then known to those making the
determination would not preclude indemnification under this
Article.
Determinations and authorizations of payments under this Section must be made
in the manner specified in Section 6 of this Article 13 for determining that
the indemnification is permissible.
13.8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article 13
shall affect any right to indemnification to which persons other than Trustees
and officers of this Trust or any subsidiary hereof may be entitled by contract
or otherwise.
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13.9. LIMITATIONS. No indemnification or advance shall be made
under this Article 13, except as provided in Sections 5 or 6, in any
circumstances where it appears:
(a) That it would be inconsistent with a provision of the
Declaration of Trust, a resolution of the shareholders, or an
agreement in effect at the time of accrual of the alleged cause
of action asserted in the proceeding in which the expenses were
incurred or other amounts were paid which prohibits or otherwise
limits indemnification; or
(b) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
13.10. INSURANCE. Upon and in the event of a determination by the
Board of Trustees of this Trust to purchase such insurance, this Trust shall
purchase and maintain insurance on behalf of any agent or employee of this
Trust against any liability asserted against or incurred by the agent or
employee in such capacity or arising out of the agent's or employee's status as
such to the fullest extent permitted by law.
13.11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article 13 does not
apply to any proceeding against any trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of this Trust as defined in Section 1
of this Article 13. Nothing contained in this Article 13 shall limit any right
to indemnification to which such a trustee, investment manager, or other
fiduciary may be entitled by contract or otherwise which shall be enforceable
to the extent permitted by applicable law other than this Article 13.
ARTICLE 14
Amendments to the By-Laws
14.1. GENERAL. These By-Laws may be restated and/or amended at any
time, without the approval of the Shareholders, by a majority vote of the then
Board.
Date: February 12, 2014
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