BY-LAWS
OF
THE ARBOR FUND
SECTION 1. AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE
1.1 AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject to the
Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of The Arbor Fund, the Massachusetts business
trust established by the Declaration of Trust (the "Trust").
1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall be
located in Boston, Massachusetts.
SECTION 2. SHAREHOLDERS
2.1 ANNUAL MEETING. The annual meeting of the shareholders shall be at such
time and on such date in each year as the
president or Trustees may from time to time determine.
2.2 SPECIAL MEETING IN PLACE OF ANNUAL MEETING. If no annual
meeting has been held in accordance with the foregoing
provisions, a special meeting of the shareholders may be
held in place thereof, and any action taken at such special
meeting shall have the same force and effect as if taken at
the annual meeting, and in such case all references in these
By-Laws to the annual meeting of the shareholders shall be
deemed to refer to such special meeting.
2.3 SPECIAL MEETINGS. A special meeting of the shareholders may
be called at any time by the Trustees, by the president or,
if the Trustees and the president shall fail to call any
meeting of shareholders for a period of 30 days after
written application of one or more shareholders who hold at
least 25% of all shares issued and outstanding and entitled
to vote at the meeting, then such shareholders may call such
meeting. Each call of a meeting shall state the place,
date, hour and purposes of the meeting.
2.4 PLACE OF MEETINGS. All meetings of the shareholders shall
be held at the principal office of the Trust, or, to the
extent permitted by the Declaration of Trust, at such other
place within the United States as shall be designated by the
Trustees or the president of the Trust.
2.5 NOTICE OF MEETINGS. A written notice of each meeting of
shareholders, stating the place, date and hour and the
purposes of the meeting, shall be given at least seven days
before the meeting to each shareholder entitled to vote
thereat by leaving such notice with him or at his residence
or usual place of business or by mailing it, postage
prepaid, and addressed to such shareholder at his address as
it appears in the records of the Trust. Such notice shall
be given by the secretary or an assistant secretary or by an
officer designated by the Trustees. No notice of any
meeting of shareholders need be given to a shareholder if a
written waiver of notice, executed before or after the
meeting by such shareholder or his attorney thereunto duly
authorized, is filed with the records of the meeting.
2.6 BALLOTS. No ballot shall be required for any election
unless requested by a shareholder present or represented at
the meeting and entitled to vote in the election.
2.7 PROXIES. Shareholders entitled to vote may vote either in
person or by proxy in writing dated not more than six months
before the meeting named therein, which proxies shall be
filed with the secretary or other person responsible to
record the proceedings of the meeting before being voted.
Unless otherwise specifically limited by their terms, such
proxies shall entitle the holders thereof to vote at any
adjournment of such meeting but shall not be valid after the
final adjournment of such meeting.
SECTION 3. TRUSTEES
3.1 COMMITTEES AND ADVISORY BOARD. The Trustees may appoint
from their number an executive committee and other
committees. Except as the Trustees may otherwise determine,
any such committee may make rules for conduct of its
business. The Trustees may appoint an advisory board to
consist of not less than two nor more than five members.
The members of the advisory board shall be compensated in
such manner as the Trustees may determine and shall confer
with and advise the Trustees regarding the investments and
other affairs of the Trust. Each member of the advisory
board shall hold office until the first meeting of the
Trustees following the next annual meeting of the
shareholders and until his successor is elected and
qualified, or until he sooner dies, resigns, is removed, or
becomes disqualified, or until the advisory board is sooner
abolished by the Trustees.
3.2 REGULAR MEETINGS. Regular meetings of the Trustees may be
held without call or notice at such places and at such times
as the Trustees may from time to time determine, provided
that notice of the first regular meeting following any such
determination shall be given to absent Trustees. A regular
meeting of the Trustees may be held without call or notice
immediately after and at the same place as the annual
meeting of the shareholders.
3.3 SPECIAL MEETINGS. Special meetings of the Trustees may be
held at any time and at any place designated in the call of
the meeting, when called by the Chairman of the Board, the
president or the treasurer or by two or more Trustees,
sufficient notice thereof being given to each Trustee by the
secretary or an assistant secretary or by the officer or one
of the Trustees calling the meeting.
3.4 NOTICE. It shall be sufficient notice to a Trustee to send
notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to the
Trustee at his or her usual or last known business or
residence address or to give notice to him or her in person
or by telephone at least twenty-four hours before the
meeting. Notice of a meeting need not be given to any
Trustee if a written waiver of notice, executed by him or
her before or after the meeting, is filed with the records
of the meeting, or to any Trustee who attends the meeting
without protesting prior thereto or at its commencement the
lack of notice to him or her. Neither notice of a meeting
nor a waiver of a notice need specify the purposes of the
meeting.
3.5 QUORUM. At any meeting of the Trustees one-third of the
Trustees then in office shall constitute a quorum; provided,
however, a quorum shall not be less than two. Any meeting
may be adjourned from time to time by a majority of the
votes cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned without
further notice.
SECTION 4. OFFICERS AND AGENTS
4.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall
be a president, a treasurer, a secretary and such other
officers, if any, as the Trustees from time to time may in
their discretion elect or appoint. The Trust may also have
such agents, if any, as the Trustees from time to time may
in their discretion appoint. Any officer may be but none
need be a Trustee or shareholder. Any two or more offices
may be held by the same person.
4.2 POWERS. Subject to the other provisions of these By-Laws,
each officer shall have, in addition to the duties and
powers herein and in the Declaration of Trust set forth,
such duties and powers as are commonly incident to his or
her office as if the Trust were organized as a Massachusetts
business corporation and such other duties and powers as the
Trustees may from time to time designate.
4.3 ELECTION. The president, the treasurer and the secretary
shall be elected annually by the Trustees at their first
meeting following the annual meeting of the shareholders.
Other officers, if any, may be elected or appointed by the
Trustees at said meeting or at any other time.
4.4 TENURE. The president, the treasurer and the secretary
shall hold office until the first meeting of Trustees
following the next annual meeting of the shareholders and
until their respective successors are chosen and qualified,
or in each case until he or she sooner dies, resigns, is
removed or becomes disqualified. Each agent shall retain
his or her authority at the pleasure of the Trustees.
4.5 PRESIDENT AND VICE PRESIDENTS. The president shall be the
chief executive officer of the Trust. The president shall,
subject to the control of the Trustees, have general charge
and supervision of the business of the Trust. Any vice
president shall have such duties and powers as shall be
designated from time to time by the Trustees.
4.6 CHAIRMAN OF THE BOARD. If a Chairman of the Board of
Trustees is elected, he shall have the duties and powers
specified in these By-Laws and, except as the Trustees shall
otherwise determine, preside at all meetings of the
shareholders and of the Trustees at which he or she is
present and have such other duties and powers as may be
determined by the Trustees.
4.7 TREASURER AND CONTROLLER. The treasurer shall be the chief
financial officer of the Trust and subject to any
arrangement made by the Trustees with a bank or trust
company or other organization as custodian or transfer or
shareholder services agent, shall be in charge of its
valuable papers and shall have such other duties and powers
as may be designated from time to time by the Trustees or by
the president. If at any time there shall be no controller,
the treasurer shall also be the chief accounting officer of
the Trust and shall have the duties and powers prescribed
herein for the controller. Any assistant treasurer shall
have such duties and powers as shall be designated from time
to time by the Trustees.
The controller, if any be elected, shall be the chief
accounting officer of the Trust and shall be in charge of
its books of account and accounting records. The controller
shall be responsible for preparation of financial statements
of the Trust and shall have such other duties and powers as
may be designated from time to time by the Trustees or the
president.
4.8 SECRETARY AND ASSISTANT SECRETARIES. The secretary shall
record all proceedings of the shareholders and the Trustees
in books to be kept therefor, which books shall be kept at
the principal office of the Trust. In the absence of the
secretary from any meeting of shareholders or Trustees, an
assistant secretary, or if there be none or he or she is
absent, a temporary clerk chosen at the meeting shall record
the proceedings thereof in the aforesaid books.
SECTION 5. RESIGNATION AND REMOVALS
Any Trustee, officer or advisory board member may resign at any
time by delivering his or her resignation in writing to the
Chairman of the Board, the president, the treasurer or the
secretary or to a meeting of the Trustees. The Trustees may
remove any officer elected by them with or without cause by the
vote of a majority of the Trustees then in office. Except to the
extent expressly provided in a written agreement with the Trust,
no Trustee, officer, or advisory board member resigning, and no
officer or advisory board member removed shall have any right to
any compensation for any period following his or her resignation
or removal, or any right to damages on account of such removal.
SECTION 6. VACANCIES
A vacancy in any office may be filled at any time. Each
successor shall hold office for the unexpired term, and in the
case of the president, the treasurer and the secretary, until his
or her successor is chosen and qualified, or in each case until
he or she sooner dies, resigns, is removed or becomes
disqualified.
SECTION 7. SHARES OF BENEFICIAL INTEREST
7.1 SHARE CERTIFICATES. No certificates certifying the
ownership of shares shall be issued except as the Trustees
may otherwise authorize. In the event that the Trustees
authorize the issuance of share certificates, subject to the
provisions of Section 7.3, each shareholder shall be
entitled to a certificate stating the number of shares owned
by him or her, in such form as shall be prescribed from time
to time by the Trustees. Such certificate shall be signed
by the president or a vice president and by the treasurer or
an assistant treasurer. Such signatures may be facsimiles
if the certificate is signed by a transfer or shareholder
services agent or by a registrar, other than a Trustee,
officer or employee of the Trust. In case any officer who
has signed or whose facsimile signature has been placed on
such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Trust
with the same effect as if he or she were such officer at
the time of its issue.
In lieu of issuing certificates for shares, the Trustees or
the transfer or shareholder services agent may either issue
receipts therefor or may keep accounts upon the books of the
Trust for the record holders of such shares, who shall in
either case be deemed, for all purposes hereunder, to be the
holders of certificates for such shares as if they had
accepted such certificates and shall be held to have
expressly assented and agreed to the terms hereof.
7.2 LOSS OF CERTIFICATES. In the case of the alleged loss or
destruction or the mutilation of a share certificate, a
duplicate certificate may be issued in place thereof, upon
such terms as the Trustees may prescribe.
7.3 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees
may at any time discontinue the issuance of share
certificates and may, by written notice to each shareholder,
require the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not
affect the ownership of shares in the Trust.
SECTION 8. RECORD DATE
The Trustees may fix in advance a time, which shall not be more
than 60 days before the date of any meeting of shareholders or
the date for the payment of any dividend or making of any other
distribution to shareholders, as the record date for determining
the shareholders having the right to notice and to vote at such
meeting and any adjournment thereof or the right to receive such
dividend or distribution, and in such case only shareholders of
record on such record date shall have such right, notwithstanding
any transfer of shares on the books of the Trust after the record
date.
SECTION 9. SEAL
The seal of the Trust shall, subject to alteration by the
Trustees, consist of a flat-faced circular die with the word
"Massachusetts", together with the name of the Trust and the year
of its organization, cut or engraved thereon; but, unless
otherwise required by the Trustees, the seal shall not be
necessary to be placed on, and its absence shall not impair the
validity of, any document, instrument or other paper executed and
delivered by or on behalf of the Trust.
SECTION 10. EXECUTION OF PAPER:
Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all deeds,
leases, transfers, contracts, bonds, notes, checks, drafts and
other obligations made, accepted or endorsed by the Trust shall
be signed, and any transfers of securities standing in the name
of the Trust shall be executed, by the president or by one of the
vice presidents or by the treasurer or by whomsoever else shall
be designated for that purpose by the vote of the Trustees and
need not bear the seal of the Trust.
SECTION 11. FISCAL YEAR
The fiscal year of the Trust shall end on such date in each year
as the Trustees shall from time to time determine.
SECTION 12. PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S
BUSINESS
12.1 DEALINGS WITH AFFILIATES. No officer, Trustee or agent of the Trust and
no officer,director or agent of any investment advisor shall deal for or
on behalf of the Trust with himself as principal or agent, or with any
partnership, association or corporation in which he has a material
financial interest; provided that the foregoing provisions shall not
prevent (a) officers and Trustees of the Trust from buying, holding or
selling shares in the Trust, or from being partners, officers or
directors of or financially interested in any investment advisor to the
Trust or in any corporation, firm or association which may at any time
have a distributor's or principal underwriter's contract with the Trust;
(b) purchases or sales of securities or other property if such transaction
is permitted by or is exempt or exempted from the provisions of the
Investment Company Act of 1940 or any Rule or Regulation thereunder and if
such transaction does not involve any commission or profit to any security
dealer who is, or one or more of whose partners, shareholders, officers or
directors is, an officer or Trustee of the Trust or an officer or director
of the investment advisor, manager or principal underwriter of the Trust;
(c) employment of legal counsel, registrar, transfer agent, shareholder
services, dividend disbursing agent or custodian who is, or has a
partner, stockholder, officer or director who is, an officer or Trustee of
the Trust; (d) sharing statistical, research and management expenses,
including office hire and services, with any other company in which an
officer or Trustee of the Trust is an officer or director or financially
interested.
12.2 DEALING IN SECURITIES OF THE TRUST. The Trust, the
investment advisor, any corporation, firm or association
which may at any time have an exclusive distributor's or
principal underwriter's contract with the Trust (the
"distributor") and the officers and Trustees of the Trust
and officers and directors of every investment advisor and
distributor, shall not take long or short positions in the
securities of the Trust, except that:
(a) the distributor may place orders with the Trust for its
shares equivalent to orders received by the
distributor;
(b) shares of the Trust may be purchased at not less than
net asset value for investment by the investment
advisor and by officers and directors of the
distributor, investment advisor, or the Trust and by
any trust, pension, profit-sharing or other benefit
plan for such persons, no such purchase to be in
contravention of any applicable state or federal
requirement.
12.3 LIMITATION ON CERTAIN LOANS. The Trust shall not make loans
to any officer, Trustee or employee of the Trust or any
investment advisor or distributor or their respective
officers, directors or partners or employees.
12.4 CUSTODIAN. All securities and cash owned by the Trust shall
be maintained in the custody of one or more banks or trust
companies having (according to its last published report)
not less than two million dollars ($2,000,000) aggregate
capital, surplus and undivided profits (any such bank or
trust company is hereinafter referred to as the
"custodian"); provided, however, the custodian may deliver
securities as collateral on borrowings effected by the
Trust, provided, that such delivery shall be conditioned
upon receipt of the borrowed funds by the custodian except
where additional collateral is being pledged on an
outstanding loan and the custodian may deliver securities
lent by the trust against receipt of initial collateral
specified by the Trust. Subject to such rules, regulations
and orders, if any, as the Securities and Exchange
Commission may adopt, the Trust may, or may not permit any
custodian to, deposit all or any part of the securities
owned by the Trust in a system for the central handling of
securities operated by the Federal Reserve Banks, or
established by a national securities exchange or national
securities association registered with said Commission under
the Securities Exchange Act of 1934, or such other person as
may be permitted by said Commission, pursuant to which
system all securities of any particular class or series of
any issue deposited with the system are treated as fungible
and may be transferred or pledged by bookkeeping entry,
without physical delivery of such securities.
The Trust shall upon the resignation or inability to serve
of its custodian or upon change of the custodian:
(a) in the case of such resignation or inability to serve
use its best efforts to obtain a successor custodian;
(b) require that the cash and securities owned by this
corporation be delivered directly to the successor
custodian; and
(c) in the event that no successor custodian can be found,
submit to the shareholders, before permitting delivery
of the cash and securities owned by this Trust
otherwise than to a successor custodian, the question
whether or not this Trust shall be liquidated or shall
function without a custodian.
12.5 REPORTS TO SHAREHOLDERS; DISTRIBUTIONS FROM REALIZED GAINS.
The Trust shall send to each shareholder of record at least
annually a statement of the condition of the Trust and of
the results of its operation, containing all information
required by applicable laws or regulations.
SECTION 13. AMENDMENTS
These By-Laws may be amended or repealed, in whole or in part, by
a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such majority.