EXHIBIT 2
BY-LAWS
BY-LAWS
OF
CONSECO FUND GROUP
ARTICLE I
Agreement and Declaration of Trust and Principal Office
Section 1.1 Agreement and Declaration of Trust. These By-laws
are made and adopted pursuant to the Agreement and Declaration
of Trust establishing CONSECO FUND GROUP (the Trust ), as
from time to time may be amended, restated or modified (the
Declaration ). All words and terms capitalized in these By-
laws shall have the meaning or meanings set forth for such
words or terms in the Declaration. If any term or provision
of these By-laws shall be in conflict with any term or
provision of the Declaration, the terms and provisions of the
Declaration shall be controlling.
Section 1.2 Principal Office of the Trust. The principal
office of the Trust shall be located within or without the
Commonwealth of Massachusetts as the Trustees may determine or
as they may authorize.
ARTICLE II
Shareholders' Meetings and Record Dates
Section 2.1 General. All meetings of the Shareholders shall
be held, pursuant to written notice, within or without the
Commonwealth of Massachusetts and on such day and at such time
as the Trustees shall designate. Notice shall be given by
mail not less than ten (10) nor more than sixty (60) days
prior to the day named for the meeting, and shall be deemed to
have been properly given to a Shareholder when deposited in
the United States mail with first class postage prepaid,
directed to his or her address as given to a transfer agent or
such other officer or agent of the Trust as shall keep the
register for entry thereon. A certificate or affidavit by the
Secretary or an Assistant Secretary or a transfer agent shall
be prima facie evidence of the giving of any notice required
by the Declaration.
Section 2.2 Notice of Adjournments. Upon adjournment of any
meeting of Shareholders, it shall not be necessary to give any
notice of the adjourned meeting or of the business to be
transacted thereat, other than by announcement at the meeting
at which such adjournment is taken. At any adjourned meeting
at which a quorum shall be present or represented, only such
business may be transacted which might have been transacted at
the meeting originally called. If after the adjournment, the
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Trustees fix a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each
Shareholder of record on the new record date entitled by law
to receive such notice.
Section 2.3 Chairman. The Chairman shall act as chairman at
all meetings of the Shareholders; in his or her absence, the
President shall act as chairman; and in the absence of the
Chairman and President, the Trustee or Trustees present at
each meeting may elect a temporary chairman for the meeting,
who may be one of themselves.
Section 2.4 Voting Powers. The Shareholders shall have power
to vote only (i) for the election of Trustees as provided in
Article IX, Sections 2 and 4 of the Declaration, provided,
however, that no meeting of Shareholders is required to be
called for the purpose of electing Trustees unless and until
such time as less than a majority of the Trustees have been
elected by the shareholders, (ii) with respect to any
termination of this Trust to the extent and as provided in
Article XIII, Section 1 of the Declaration, (iii) with respect
to any amendment of the Declaration to the extent and as
provided in Article IV, Section 4 and Article XIII, Section 1
of the Declaration, (iv) with respect to any reorganization of
the Trust as provided in Article XIII, Section 2 of the
Declaration, (v) to the same extent as the stockholders of a
Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on
behalf of the Trust or the Shareholders, and (vi) with respect
to such additional matters relating to the Trust as may be
required by law, the Declaration, these By-laws, or any
registration of the Trust with the Securities and Exchange
Commission or any State, or as the Trustees may consider
necessary or desirable. Each whole Share shall be entitled to
one vote as to any matter on which it is entitled to vote, and
each fractional Share shall be entitled to a proportionate
fractional vote. On any matter submitted to a vote of
Shareholders, all Shares of the Trust then entitled to vote
shall be voted by individual Class or Series, as the case may
be, except (i) when required by the 1940 Act, Shares shall be
voted in the aggregate and not by individual Class or Series
and (ii) when the Trustees have determined that the matter
affects only the interests of one or more Class or Series,
then only Shareholders of such Class or Series shall be
entitled to vote thereon. There shall be no cumulative voting
in the election of Trustees. Shares held in the name of two
or more persons shall be valid if executed by any one of them
unless at or prior to exercise of the proxy the Trust receives
a specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or
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prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. Until Shares are issued, the
Trustees may exercise all rights of Shareholders and may take
any action required by law, the Declaration, or these By-laws
to be taken by Shareholders.
Section 2.5 Proxies; Voting. Shareholders may vote at any
meeting, or by consent in writing without a meeting pursuant
to the Declaration, either in person or by proxy. Every proxy
shall be executed in writing by the Shareholder, or by his or
her duly authorized attorney-in fact, with each full share
represented at the meeting being entitled to one vote and
fractional shares to fractional votes. A proxy, unless
coupled with an interest, shall be revocable at will,
notwithstanding any other agreement or any provision in the
proxy to the contrary, but the revocation of a proxy shall not
be effective until notice thereof has been given to the
Secretary, or such other officer or agent of the Trust as the
Secretary may direct. No proxy shall be valid after eleven
(11) months from the date of its execution, unless a longer
time is expressly stated in such proxy, but in no event shall
a proxy, unless coupled with an interest, be voted on after
three (3) years from the date of its execution. A proxy shall
not be revoked by the death or incapacity of the maker unless,
before the vote is counted or the authority is exercised,
written notice of such death or incapacity is given to the
Secretary or to such other officer or agent of the Trust as
the Secretary may direct.
Section 2.6 Action by Written Consent. Any action taken by
Shareholders may be taken without a meeting if a majority of
Shareholders entitled to vote on the matter (or such larger
proportion thereof as shall be required by any express
provision of law, the Declaration, or these By-laws) consents
to the action in writing and such written consents are filed
with the records of the meetings of Shareholders. Such
consents shall be treated for all purposes as a vote taken at
a meeting of Shareholders.
Section 2.7 Closing of Transfer Books and Fixing Record Dates.
For the purpose of determining which Series or Class(es) of
Shareholders are entitled to notice of or to vote or act at
any meeting, including any adjournment thereof, or who are
entitled to participate in any dividend or distribution, or
for any other proper purpose, the Trustees may from time to
time close the transfer books or fix a record date in the
manner provided in the Declaration. If the Trustees do not,
prior to any meeting of Shareholders, so fix a record date or
close the transfer books, then the record date shall be the
close of business of the day next preceding the date of
mailing of notice of the meeting, or in the case of a dividend
or other distribution, the close of business on the day upon
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which the dividend or distribution resolution is adopted, or
on such later day as the Trustees may determine.
Section 2.8 Inspectors of Election. In advance of any meeting
of Shareholders, the Trustees may appoint Inspectors of
Election, who may but need not be Shareholders, to act at such
meeting or any adjournment thereof. If Inspectors of Election
are not so appointed, the chairman of any such meeting may,
and upon the request of any Shareholder or his or her proxy
shall, make such appointment at the meeting. The number of
Inspectors shall be either one (1) or three (3). If appointed
at the meeting on the request of one or more Shareholders or
proxies, a majority of Shares present shall determine whether
one or three Inspectors are to be appointed, but failure to
allow such determination by the Shareholders or proxies shall
not affect the validity of the appointment of Inspectors of
Election. In case any person appointed as Inspector fails to
appear or fails or refuses to act, the vacancy must be filled
by appointment made by the Trustees in advance of the
convening of the meeting, or at the meeting by the person
acting as chairman. The Inspectors of Election shall
determine the number of Shares outstanding, the Shares
represented at the meeting, the existence of a quorum, the
authenticity, validity and effect of proxies; shall receive
votes, ballots or consents; shall hear and determine all
challenges and questions in any way arising in connection with
the right to vote; shall count and tabulate all votes or
consents, determine the results, and do such other acts as may
be proper to conduct the election or vote with impartiality,
and fairness to all Shareholders. If there are three
Inspectors of Election, the decision, act or certificate or a
majority shall be effective in all respects as the decision,
act or certificate of all. On request of the chairman of the
meeting, or of any Shareholder or his or her proxy, the
Inspectors of Election shall make a written report on any
challenge or question or matter determined by them and execute
a certificate of any fact found by them.
ARTICLE III
Trustees
Section 3.1 Regular Meetings. Regular meetings of the
Trustees may be held at such time and place as the Trustees
may by resolution from time to time determine without call or
notice. If any day fixed for a regular meeting shall be a
legal holiday in the Commonwealth of Massachusetts or the
place designated for regular meetings, then the meeting shall
be held at the same hour and place on the next succeeding
business day.
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Section 3.2 Special Meetings. Special Meetings of the
Trustees shall be held upon the call of the Chairman, the
President, or the Secretary, or any two Trustees, at such
time, on such day, and at such place, as shall be designated
in the notice or the meeting.
Section 3.3 Notice of Special Meetings. Notice of any special
meeting, specifying the place, day and hour of the meeting,
shall be given to a Trustee either personally or by sending a
copy thereof through the mail, with first class postage
prepaid, or by facsimile, to his or her address appearing on
the books of the Trust or supplied by him or her to the Trust
for the purpose of notice, at least forty-eight (48) hours,
prior to the time named for such meeting. If the notice is
sent by mail, it shall be deemed to have been given to the
person entitled thereto when deposited in the United States
mail, postage prepaid, for transmission to such person.
Notice by telephone shall constitute personal delivery for
these purposes. Neither the business to be transacted at, nor
the purpose of, any meeting of the Board of Trustees need be
stated in the notice or waiver of notice of such meeting, and
no notice need be given of action proposed to be taken by
unanimous consent.
Section 3.4 Waiver of Notice. Whenever any notice is required
by the Declaration or these By-laws to be given to a Trustee,
a waiver thereof in writing, whether signed by him or her
before or after the meeting, shall be deemed equivalent to the
giving of due notice. Attendance of any Trustee at any
meeting shall constitute a waiver of notice of such meeting
except where such Trustee attends the meeting for the express
purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.
Section 3.5 Adjournment. Adjournment or adjournments of any
meeting may be taken, and it shall not be necessary to give
any notice of the adjourned meeting or of the business to be
transacted thereat other than by announcement at the meeting
at which such adjournment is taken. At any adjourned meeting
at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting
originally called.
Section 3.6 Executive and Other Committees. Subject to the
provisions of Section 3.4 hereof, the Trustees may, by
resolution adopted by a majority thereof, designate one or
more of their number to constitute an Executive Committee and
may designate one or more of their number as alternate members
of the Executive Committee, who may replace any absent or
disqualified member at any meeting of the Committee, and
similarly may create other committees as deemed necessary or
a p p ropriate, including, but not limited to, an Audit
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Committee. The President shall be notified in advance of all
E x ecutive Committee meetings, and whenever feasible or
convenient for him or her, the President shall attend meetings
of the Executive Committee and serve ex officio, as a non-
voting advisory member. Any such Executive Committee, to the
extent provided in such resolution and the Declaration, shall
have and exercise the authority of the Trustees in the
management of the business and affairs of the Trust and the
management and disposition of Trust Property. Vacancies in
the membership of any committee shall be filled by the
Trustees. In the absence or disqualification of any member of
such committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he,
she or they constitute a quorum, may unanimously appoint
another Trustee to act at the meeting in the place of any such
absent or disqualified member. The committees shall keep
regular minutes of their proceedings and report the same to
the Trustees.
Section 3.7 Chairman; Records. The Chairman shall act as
chairman at all meetings of the Trustees; in his or her
absence the Trustees present may elect one of their number to
act as temporary chairman. The results of all actions taken
at a meeting of the Trustees, or by written consents of the
T r ustees without a meeting, shall be recorded by the
Secretary.
Section 3.8 Meeting of Shareholders. Meetings of Shareholders
shall be held at such times and in such places as the Trustees
shall, by resolution, direct.
ARTICLE IV
Officers, Agents and Employees
Section 4.1 Officers of the Trust. The officers of the Trust
shall be a Chairman chosen from among the Trustees and a
President, a Secretary and a Treasurer or persons who shall
act as such regardless of the name or title by which they may
be designated, elected or appointed. One or more Vice-
Presidents, one or more Assistant Secretaries and Assistant
Treasurers, and such other officers or agents as the Trustee -
shall deem necessary or appropriate to carry out the business
of the Trust also may be elected or appointed. Any two or more
offices may be held by the same person, except those of
President and Secretary and provided that no officer shall
execute, acknowledge or verify any instrument in more than one
capacity if such instrument is required to be executed,
acknowledged or verified by two or more officers. In addition
to the powers and duties prescribed by the Declaration and
these By-laws, the officers and assistant officers shall have
such authority and shall perform such duties as from time to
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time shall be prescribed by the Trustees. The officers and
assistant officers of the Trust shall hold office until their
successors are chosen and have qualified, unless their term of
office is sooner terminated, by death, resignation or removal.
The Trustees may amend the title of any officer or assistant
officer or create a new office, by utilizing a word or words
descriptive of his or her powers or the general character of
his or her duties. If the office of any officer or assistant
officer becomes vacant for any reason, the vacancy may be
filled by the Trustees at any time.
Section 4.2 Removal of Officers, Agents or Employees. Any
officer, assistant officer, agent or employee may be removed
or have his or her authority revoked at any time, with or
without cause, by a majority of the Trustees, whenever in
their judgment the best interests of the Trust will be served
thereby, but such removal or revocation shall be without
prejudice to the right, if any, of the person so removed to
receive compensation or other benefits in accordance with the
terms of existing contracts. Any agent or employee likewise
may be removed by the President or Chairman or, subject to the
supervision or the President or Chairman, by the person having
authority with respect to the appointment of such agent or
employee. Any officer may resign at any time by written
notice signed by such officer and delivered or mailed to the
Chairman, President, or Secretary, and such resignation shall
take effect upon receipt by the Chairman, President, or
Secretary, or at a later date according to the terms of such
notice.
Section 4.3 Bonds and Surety. Any officer may be required by
the Trustees to be bonded for the faithful performance of his
or her duties in such amount and with such sureties as the
Trustees may determine.
Section 4.4 Chairman of the Board or Trustees; Powers and
Duties. The Chairman shall, if present, preside at all
meetings of the Shareholders and of the Trustees. He or she
shall perform such other powers and duties as may from time to
time be assigned to him or her by the Trustees.
Section 4.5 The President. Subject to such supervisory
powers, if any, as may be given by the Trustees, the President
shall be the chief operating officer of the Trust and, subject
t o t he control of the Trustees, shall have general
supervision, direction and control of the business of the
Trust and of its employees and shall exercise such general
powers or management as are usually vested in the office of
president of a Massachusetts business corporation. In the
absence of the Chairman, the President shall preside at all
meetings of the Shareholders and of the Trustees. Subject to
direction of the Trustees, the President shall have power in
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the name and on behalf of the Trust to execute any and all
loan documents, contracts, agreements, deeds, mortgages, and
other instruments in writing, and to employ and discharge
employees and agents of the Trust. Unless otherwise directed
by the Trustees, the President shall have full authority and
power, on behalf of all of the Trustees, to attend and to act
and to vote, on behalf of the Trust at any meetings of
business organizations in which the Trust holds an interest,
or to confer such powers upon any other persons, by executing
any proxies duly authorizing such persons. The President
shall have such further authorities and duties as the Trustees
shall from time to time determine and shall be an ex officio
member of the Executive Committee and of all standing
committees (if any) appointed by the Trustees.
Section 4.6 Vice-President; Powers and Duties. The Vice-
President, if any, shall, in the absence or disability of the
President, perform all the duties of the President, and when
so acting shall have all the powers and be subject to all of
the restrictions upon the President. If there be more than
one Vice-President, their seniority in performing such duties
and exercising such powers shall be in order of their rank as
fixed by the Trustees, or, if more than one and not ranked,
then by determination of the Trustees, or, in the absence of
such determination, by the order in which they were first
elected. Subject to the direction of the Trustees, and the
President, each Vice-President shall have the power in the
name and on behalf of the Trust to execute any and all loan
documents, contracts, agreements, deeds, mortgages and other
instruments in writing, and, in addition, shall have such
other duties and powers as shall be designated from time to
time by the Trustees or the President and as by general usage
appertain to the office.
Section 4.7 Secretary; Powers and Duties. The Secretary shall
keep the minutes of all meetings of, and record all votes of,
Shareholders, Trustees and the executive or other committee,
if any. He or she shall give, or cause to be given, as
required by the Declaration or these By-laws, notice of
meetings of the Shareholders and of the Trustees, and shall
perform such other duties as may be prescribed by the
Trustees, or the President. He or she shall keep in safe
custody the seal of the Trust, and may affix the same, or, if
permitted, a facsimile thereof, to any instrument executed by
the Trust and attest the seal and the signature or signatures
of the officer or officers executing such instrument on behalf
of the Trust. The Secretary shall also perform any other
duties commonly incident to such office in a Massachusetts
business corporation, and shall have such other authorities
and duties as the Trustees or the President shall from time to
time determine.
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Section 4.8 Treasurer; Powers and Duties. Except as otherwise
directed by the Trustees, the Treasurer shall have the general
supervision of the monies, funds, securities, notes receivable
and other valuable papers and documents of the Trust, and
shall have and exercise under the supervision of the Trustees
and President all powers and duties normally incident to his
or her office. He or she may endorse for deposit or
collection all notes, checks and other instruments payable to
the Trust or to its order. He or she shall deposit all funds
of the Trust in such depositories as the Trustees shall
d e signate. He or she shall be responsible for such
disbursement of the funds of the Trust as may be ordered by
the Trustees, or the Chairman or the President. He or she
shall keep accurate account of the books of the Trust s
transactions which shall be the property of the Trust, and
which, together with all other property of the Trust in his or
her possession, shall be subject at all times to the
inspection and control of the Trustees. Unless the Trustees
s h all otherwise determine, the Treasurer shall be the
principal financial and accounting officer or the Trust. He
or she shall have such other duties and authorities as the
Trustees or the President shall from time to time determine.
Notwithstanding anything to the contrary herein contained, the
Trustees may authorize the Investment Adviser, the Custodian,
or the Transfer Agent to maintain bank accounts and deposit
and disburse funds of the Trust on behalf of the Trust.
Section 4.9 Delegation of Officers Duties. The Trustees may
appoint such other officers and assistant officers as they
shall from time to time determine to be necessary or desirable
in order to conduct the business of the Trust. Assistant
officers shall act generally in the absence of the officer
whom they assist, shall assist that officer in the duties of
his or her office and shall have such other duties and
authority as may be conferred upon them by the Trustees or
delegated to them by the President. In case of the absence or
disability of any officer or assistant officer of the Trust or
for any other reason that the Trustees may deem sufficient,
the Trustees may delegate or authorize the delegation of his
or her powers or duties, for the time being, to any person.
ARTICLE V
Shares
Section 5.1 Evidence of Share Ownership. Certificates
representing the Trust s Shares shall not be physically
issued. Shares in the Trust shall be recorded on a register
maintained for the Trust by the Transfer Agent appointed by
the Trustees. The holders of Shares so maintained shall have
the same rights of ownership with respect to such shares as if
certificates had been issued. The Trustees shall, from time
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to time, by appropriate resolution, establish such rules for
authentication of Shareholders for purposes of purchase and
redemption as they shall deem necessary. The Trustees may
create or discontinue, at their discretion, one or more Series
or Class(es) of Shares.
ARTICLE VI
Miscellaneous
Section 6.1 Depositories. The funds of the Trust shall be
deposited in such depositories as the Trustees shall designate
in accordance with the provisions of the Declaration, and
shall be drawn out on checks, drafts or other orders signed by
such officer, officers, agent or agents (including the
Adviser), as the Trustees may from time to time authorize.
Section 6.2 Signatures. Except as the Trustees may otherwise
authorize, all contracts and other instruments shall be
executed on behalf of the Trust by such officer, officers,
agent or agents, as provided in the Declaration or these By-
laws and need not bear the seal of the Trust.
Section 6.3 Seal. The Seal of the Trust shall have inscribed
thereon the words Conseco Fund Group, a Massachusetts
Voluntary Association, Common Seal, 1996. Such seal may be
used by causing it or a facsimile thereof, to be impressed or
affixed or in any manner reproduced and attested as if it had
been impressed and attested manually.
ARTICLE VII
Amendment of By-laws
Section 7.1 General. In accordance with the Declaration, the
Trustees have the power to alter, amend or repeal the By-laws
or adopt new By-laws at any time. Action by the Trustees with
respect to the By-laws shall be taken by an affirmative vote
of a majority of the Trustees. The Trustees shall in no event
adopt By-laws which are in conflict with the Declaration, and
any apparent inconsistency shall be construed in favor of the
related provisions in the Declaration.
As adopted at a meeting of the Board of Trustees on
_________________, ____.
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