BYLAWS
OF
MAS FUNDS
ARTICLE 1
Agreement and Declaration
of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These Bylaws shall be subject to the
Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of MAS Funds (the "Trust"), the Pennsylvania business
trust established by the Declaration of Trust.
1.2 Principal Office of the Trust. The principal office of the Trust shall be
located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.
1.3 Definitions. When used herein, any capitalized terms shall have the
definitions given to them in Article I, Section 2 of the Agreement and
Declaration of Trust.
ARTICLE 2
Meetings of Trustees
2.1 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, if notice of the first regular meeting following any such
determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the Trustees may be held, at any time
and at any place designated by 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 the Trustees calling the meeting.
2.3 Notice. It shall be sufficient notice to a Trustee of a special meeting to
send notice by mail at least 48 hours before the meeting or by telegram,
facsimile, or overnight courier service at least 24 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 or video at
least 24 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.
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2.4 Quorum. At any meeting of the Trustees a majority of the Trustees then in
office shall constitute a quorum. 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.
2.5 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 Bylaws.
2.6 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 provision of the Declaration of Trust or these
Bylaws) consent to the action in writing 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.
2.7 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 in
participation by such means shall constitute presence in person at a meeting.
ARTICLE 3
Committees
3.1 Committees of the Board. The Board may, by resolution adopted by a majority
of the entire Board, designate an Executive Committee, Compensation Committee,
Audit Committee and Nomination Committee, or any combination thereof, each of
which shall consist of two or more of the Trustees of the Trust, which committee
shall have and may exercise all the powers and authority of the Board with
respect to all matters other than as set forth in 3.3 of this Article 3.
3.2 Other Committees of the Board. The Board of Trustees may from time to time,
by resolution adopted by a majority of the whole Board, designate one or more
other committees of the Board, each such committee to consist of two or more
Trustees and to have such powers and duties as the Board of Trustees may, by
resolution, prescribe.
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3.3 Limitation of Committee Powers. No committee of the Board shall have power
or authority to:
(a) recommend to shareholders any action requiring authorization
of shareholders pursuant to statute or the Agreement and Declaration of Trust;
(b) approve or terminate any contract with an investment adviser
or principal underwriter, as such terms are defined in the 1940 Act, or take any
other action required to be taken by the Board of Trustees by the 1940 Act;
(c) amend or repeal these Bylaws or adopt new Bylaws;
(d) declare dividends or other distributions or issue capital
stock of the Trust; and
(e) approve any merger, division or share exchange which does not
require shareholder approval.
3.4 General. One-third, but not less than two members, of the members of any
committee shall be present in person at any meeting of such committee in order
to constitute a quorum for the transaction of business at such meeting, and the
act of a majority present shall be the act of such committee. The Board may
designate a chairman of any committee and such chairman or any two members of
any committee may fix the time and place of its meetings unless the Board shall
otherwise provide. In the absence or disqualification of any member or any
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Trustees to act at the
meeting in the place of any such absent or disqualified member. The Board shall
have the power at any time to change the membership of any committee, to fill
all vacancies, to designate alternate members, to replace any absent or
disqualified member, or to dissolve any such committee.
All committees shall keep written minutes of their proceedings
and shall report such minutes to the Board. All such proceedings shall be
subject to revision or alteration by the Board; if third parties shall not be
prejudiced by such revision or alteration.
3.5 Presence through Communications Equipment. Except as required by law,
members of any committee may participate in a meeting of that committee 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 in participation by such means shall constitute presence in person at a
meeting.
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ARTICLE 4
Officers
4.1 Enumeration; Qualification. The officers of the Trust shall be President,
Vice President, Treasurer, Secretary, 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. Any officer may be, but none need be, a Trustee or Shareholder. Any two
or more offices may be held by the same person or persons.
4.2 Election and Tenure. The President, the Treasurer, the Secretary and such
other officers as the Trustees may in their discretion from time to time 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.
4.3 Powers. Subject to the other provisions of these Bylaws, 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 the office
occupied by him or her or as determined by the Trustees from time to time.
4.4 President and Vice Presidents. The President shall have the duties and
powers specified in these Bylaws and shall have such other duties and powers as
may be determined by these Trustees. Any Vice Presidents shall have such duties
and powers as shall be designated from time to time by the Trustees.
4.5 Chief Executive Officer. The Chief Executive Officer of the Trust shall be
the Chairman of the Board, the President or such other officer as is designated
by the Trustees and shall, subject to the control of the Trustees, have general
charge and supervision of the business of the Trust and, except as the Trustees
shall otherwise determine, preside at all meetings of the Stockholders and of
the Trustees. If no such designation is made, the President shall be the Chief
Executive Officer.
4.6 Chairman of the Board. If a Chairman of the Board of Trustees is elected, he
or she shall have the duties and powers specified in these Bylaws and shall have
such other duties and powers as may be determined by the Trustees.
4.7 Treasurer. The Treasurer shall be the chief financial 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
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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.
4.8 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 aforesaid books.
4.9 Resignations and Removals. Any officer may resign at any time by written
instrument signed by him or her and delivered to 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 damage on account
of such removal.
ARTICLE 5
Indemnification
5.1 Trustees, Officers, etc. The Trust shall indemnify each of its Trustees and
officers (including persons who serve at the Trust's request as directors,
officers or trustees of another organization in which the Trust has any interest
as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered
Person") against all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, or whether by or in the right of the
Trust, before any court or administrative or legislative body, in which such
Covered Person may be or may have been involved as a party or otherwise or with
which such person may be or may have been threatened, while in office or
thereafter, by reason of any alleged act or omission as a Trustee or officer or
by reason of his being or having been such a Trustee or officer, except with
respect to any matter as to which such Covered Person shall have been finally
adjudicated in any such action, suit or other proceeding not to have acted in
good faith in the reasonable belief that such Covered Person's action was in the
best interest of the Trust and except that no Covered Person shall be
indemnified against any liability to the Trust or its Shareholders to which such
Covered Person would otherwise be
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subject by reason of self-dealing, willful misconduct or recklessness. Expenses,
including counsel fees so incurred by any such Covered Person, may be paid from
time to time by the Trust in advance of the final disposition of any such
action, suit or proceeding on the condition that the amounts so paid shall be
repaid to the Trust if it is ultimately determined that indemnification of such
expenses is not authorized under this Article.
5.2 Compromise Payment. As to any matter disposed of by a compromise payment by
any such Covered Person referred to in Section 5.1 above, pursuant to a consent
decree or otherwise, no such indemnification either for said payment or for any
other expenses shall be provided unless such compromise shall be approved as in
the best interests of the Trust, after notice that it involved such
indemnification, (a) by a disinterested majority of the Trustees then in office;
(b) by a majority of the disinterested Trustees then in office; (c) by any
disinterested person or persons to whom the question may be referred by the
Trustees, or (d) by vote of Shareholders holding a majority of the Shares
entitled to vote thereon, exclusive of any Shares beneficially owned by any
interested Covered Person. Provided that in the case of approval pursuant to
clause (b) or (c) there has been obtained an opinion in writing of independent
legal counsel to the effect that such Covered Person appears to have acted in
good faith in the reason able belief that his or her action was in the best
interests of the Trust and that such indemnification would not protect such
person against any liability to the Trust or its Shareholders to which such
person would otherwise be subject by reason of self-dealing, willful misconduct
or recklessness. Approval by the Trustees pursuant to clause (a) or (b) or by a
disinterested person or persons pursuant to clause (c) of this Section shall not
prevent the recovery from any Covered Person of any amount paid to such Covered
Person in accordance with any of such clauses as indemni fication if such
Covered Person is subsequently adjudicated by a court of competent jurisdiction
not to have acted in good faith in the reasonable belief that such Covered
Person's action was in the best interests of the Trust or to have been liable to
the Trust or its Shareholders by reason of self-dealing, willful misconduct or
recklessness.
5.3 Indemnification Not Exclusive. The right of indemnification hereby provided
shall not be exclusive of or affect any other rights to which any such Covered
Person may be entitled. As used in this Article 5, the term "Covered Person"
shall include such person's heirs, executors and administrators; an "interested
Covered Person" is one against whom the action, suit or other proceeding in
question or another action, suit or other proceeding on the same or similar
grounds is then or has been pending; and a "disinterested Trustee" or
"disinterested person" is a Trustee or a person against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same
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or similar grounds is then or has been pending. Nothing contained in this
Article shall affect any rights to indemnification to which personnel of the
Trust, other than Trustees and officers, and other persons may be entitled by
contract or otherwise under law, nor shall it affect the power of the Trust to
purchase and maintain liability insurance on behalf of any such person.
ARTICLE 6
Reports
6.1 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
shall render such additional reports as they may deem desirable or as may from
time to time be required by the Trustees.
ARTICLE 7
Fiscal Year
7.1 General. Except as from time to time or otherwise provided by the Trustees,
the initial fiscal year of the Trust shall end on such date as is determined in
advance or in arrears by the Treasurer and subsequent fiscal years shall end on
such date in subsequent years.
ARTICLE 8
Seal
8.1 General. The Trustees shall provide for a suitable seal with the name of the
Trust, the year of its organization and the words "SEAL, PENNSYLVANIA", 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.
ARTICLE 9
Execution of Papers
9.1 General. Except as the Trustees may generally, or in particular cases,
authorize the execution thereof in some other manner, all checks, notes, drafts
and other obligations and all registration statements and amendments thereto and
all applications and amendments thereto to the Securities and Exchange
Commission shall be signed by the Chairman, the President, any Vice President
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or the Treasurer, if any, or any of such other officers or agents as shall be
designated for that purpose by a vote of the Trustees.
ARTICLE 10
Provisions Relating to the
Conduct of the Trust's Business
10.1 Certain Definitions. When used herein the following words shall have the
following meanings: "Distributor" shall mean any one or more corporations, firms
or other associations which have distributor's or principal underwriter's
contracts in effect with the Trust providing that redeemable Shares of any class
or Series issued by the Trust shall be offered and sold by such Distributor.
"Manager" shall mean any corporation, firm or association which may at the time
have an advisory or management contract with the Trust.
10.2 Limitation on Dealing with Officers or Trustees. The Trust will not lend
any of its assets to the Distributor or Manager or to any officer or director of
the Distributor or Manager or any officer or Trustee of the Trust. The Trust
shall not permit any officer or Trustee or any officer or director of the
Distributor or Manager, to deal for or on behalf of the Trust with himself as
principal or agent, or with any partnership, association or corporation in which
he or she has a financial interest; except that the foregoing provisions shall
not prevent (a) officers and Trustees of the Trust or officers and directors of
the Distributor or Manager from buying, holding or selling shares in the Trust
or from being partners, officers or directors of or otherwise financially
interested in the Distributor or the Manager; (b) a purchase or sale or
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 and does not
involve any commission or profit to any securities 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 Distributor or Manager; (c)
employment of legal counsel, registrars, transfer agents, shareholder servicing
agents, dividend disbursing agents or custodians who are, or any one of whom has
a partner, shareholder, officer or director who is an officer or Trustee of the
Trust or an officer or director of the Distributor or Manager if only customary
fees are charged for services to the Trust; (d) sharing of statistical,
research, legal and management expenses and office hiring and expenses with any
other investment company in which an officer or Trustee of the Trust or an
officer or director of the Distributor or Manager is an officer or director or
is otherwise financially interested.
10.3 Limitation on Dealing in Securities of the Trust by Certain Officers,
Trustees, Distributor or Manager. Neither the Distributor nor Manager, nor any
officer or Trustee of the Trust or
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officer or director of the Distributor or Manager shall take long or short
positions in securities issued by the Trust, except that:
(a) the Distributor may purchase from the Trust and otherwise deal in
shares issued by the Trust pursuant to the terms of its contract with the Trust;
(b) any officer or Trustee of the Trust or officer or director of the
Distributor or Manager or any Trustee or fiduciary for the benefit of any of
them may, at any time, or from time to time, purchase from the Trust or from the
Distributor shares issued by the Trust at the price available to the public or
to such officer, Trustee, director or fiduciary, if such purchase is not in
contravention of any applicable state or federal requirement; and
(c) the Distributor or the Manager may at any time, or from time to
time, purchase shares issued by the Trust for investment.
10.4 Securities and Cash of the Trust to be held by Custodian Subject to Certain
Terms and Conditions.
(a) All securities and cash owned by the Trust shall, as hereinafter
provided, be held by or deposited with one or more banks or trust companies
having (according to its last published report) not less than $2,000,000
aggregate capital, surplus and undivided profits (any such bank or trust company
being hereby designated as "Custodian"), provided such a Custodian can be found
ready and willing to act. The Trust may, or may permit any Custodian to, deposit
all or part of the securities owned by any class or series of Shares of the
Trust in a system for the central handling of securities established by a
national securities exchange or national securities association registered with
the Securities and Exchange Commission under the Securities Exchange Act of
1934, or such other person as may be permitted by said Commission, including,
without limitation, a clearing agency registered under Section 17A of said
Securities Exchange Act of 1934, pursuant to which system all securities of any
particular class or Series of any issue deposited within the system are treated
as fungible and may be transferred or pledged by bookkeeping entry, without
physical delivery of such securities.
(b) The Trust shall enter into a written contract with each Custodian
regarding the powers, duties and compensation of such Custodian with respect to
the cash and securities of the Trust held by such Custodian. Said contract and
all amendments thereto shall be approved by the Trustees.
(c) The Trust shall upon the resignation or inability of any Custodian
to serve or upon change of any Custodian:
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(i) in the case of such resignation or inability to serve, use
its best efforts to obtain a successor Custodian;
(ii) require that the cash and securities owned by any class
or Series of Shares of the Trust and in the possession of the resigning or
disqualified Custodian 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 any class or Series of Shares of the Trust and in the
possession of the resigning or disqualified Custodian otherwise than to a
successor Custodian, the question whether that class or Series shall be
liquidated or that class will function without a Custodian.
10.5 Determination of Net Asset Value. The Trustees or any officer or officers
or agent or agents of the Trust designated from time to time for this purpose by
the Trustees shall determine at least once daily the net income and the value of
all the assets attributable to any class or Series of Shares of the Trust on
each day upon which the New York Stock Exchange is open for unrestricted trading
and at such other times as the Trustees shall designate. In determining asset
values, all securities for which representative market quotations are readily
available shall be valued at market value and other securities and assets shall
be valued at fair value, all as determined in good faith by the Trustees or an
officer or officers or agent or agents, as aforesaid, in accordance with
accounting principles generally accepted at the time. Notwithstanding the
foregoing, the assets belonging to any class or Series of Shares of the Trust
may, if so authorized by the Trustees, be valued in accordance with the
amortized cost method, subject to the power of the Trustees to alter the method
for determining asset values. The value of such assets so determined, less total
liabilities belonging to that class or Series of Shares (exclusive of capital
stock and surplus) shall be the net asset value until a new asset value is
determined by the Trustees or such officers or agents. In determining the net
asset value the Trustees or such officers or agents may include in liabilities
such reserves for taxes, estimated accrued expenses and contingencies in
accordance with accounting principles generally accepted at the time as the
Trustees or such officers or agents may in their best judgment deem fair and
reasonable under the circumstances. The manner of determining net asset value
may from time to time be altered as necessary or desirable in the judgment of
the Trustees to conform it to any other method prescribed or permitted by
applicable law or regulation. Determinations of net asset value made by the
Trustees or such officers or agents in good faith shall be binding on all
parties concerned. The foregoing sentence shall not be construed to protect any
Trustee, officer or agent of the Trust against any liability to the Trust or its
security holders to
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which he or she would otherwise be subject by reason of self-dealing, willful
misconduct or recklessness.
ARTICLE 11
Amendments to the Bylaws
11.1 General. These Bylaws 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.
ARTICLE 12
Trustees
12.1 Mandatory Retirement Age. A Trustee shall retire from service on the Board
on or before December 31 of the year during which he or she turns 72 years of
age.
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