EXHIBIT 2
BY-LAWS
FOR PROVIDIAN SERIES TRUST
BY-LAWS
OF
PROVIDIAN SERIES TRUST
ARTICLE I
Agreement and Declaration of Trust and Principal Office
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Section 1.1 Agreement and Declaration of Trust. These By-laws are made and
adopted pursuant to the Agreement and Declaration of Trust establishing
PROVIDIAN SERIES TRUST (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
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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 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
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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 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
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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 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.
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ARTICLE III
Trustees
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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.
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 appropriate, including, but not limited to, an Audit
Committee. The President shall be notified in
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advance of all Executive 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 Trustees
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
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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 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
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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 to the 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 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
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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.
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 designate. 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 shall 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.
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ARTICLE V
Shares
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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 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
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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
"Providian Series Trust, 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
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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 _____________ ___, 1996.
WDC-2076_2
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