BY-LAWS
OF
GALLERY TRUST
ARTICLE 1
Agreement and Declaration
of Trust and Offices
1.1. AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be
subject to the Agreement and Declaration of Trust, as from time to time in
effect (the "Declaration of Trust"), of Gallery Trust (the "Trust"), the
Delaware statutory trust established by the Declaration of Trust. Capitalized
terms used herein but not otherwise defined are used as defined in the
Declaration of Trust.
1.2. PRINCIPAL OFFICE OF THE TRUST. The principal office of the
Trust shall be located at such place within or without the State of Delaware as
the Trustees may determine from time to time.
1.3. OTHER OFFICES. The Trustees shall establish a registered office
in the State of Delaware and shall appoint as the Trust's registered agent for
service of process in the State of Delaware a Delaware corporation or a
corporation authorized to transact business in the State of Delaware; in each
case the business office of such registered agent for service of process shall
be identical with the registered Delaware office of the Trust. The Trustees may
designate a successor resident agent, provided, however, that such appointment
shall not become effective until written notice thereof is delivered to the
appropriate state agency. The Board of Trustees may at any time establish
branch or subordinate offices at any place or places where the Trust intends to
do business.
ARTICLE 2
Meetings of Shareholders
2.1. PLACE OF MEETING. Meetings of the Shareholders for the election
of Trustees shall be held in such place as shall be fixed by resolution of the
Board of Trustees and stated in the notice of the meeting. In the absence of
any such designation, Shareholders' meetings shall be held at the principal
office of the Trust.
2.2. MEETINGS. A meeting of the Shareholders will be held if the
Investment Company Act of 1940, as amended (the "1940 Act") requires the
election of Trustees to be acted upon. Meetings of the Shareholders may also be
called at any time by the Chairman, or President, or by a majority of the Board
of Trustees, and shall be called by the Secretary, upon written request of the
holders of Shares entitled to cast not less than ten percent (10%) of all the
votes entitled to be cast at such meeting, for the purpose of consideration of
the removal of a Trustee from office as provided in section 16(c) of the 1940
Act, provided that the Shareholders requesting such meeting shall have paid to
the Trust the reasonably estimated cost of preparing and mailing the notice
thereof, which the Secretary shall determine and specify to such Shareholders.
For the avoidance of doubt, an annual meeting of Shareholders will not be
held.
2.3. NOTICE. Not less than seven nor more than 90 days before the
date of every Shareholders meeting, the Secretary shall cause to be sent or
otherwise delivered to each Shareholder entitled to vote at such meeting
written notice stating the time and place of the meeting, and the general
nature of the business to be transacted. Notice of any Shareholders meeting
need not be given to any Shareholder if a written waiver of notice, executed
before or after such meeting, is filed with the record of such meeting,
or to any Shareholder who shall attend such meeting in person or by proxy.
Notice of adjournment of a Shareholders meeting to another time or place need
not be given, if such time and place are announced at the meeting or reasonable
notice is given to persons present at the meeting.
2.4. MANNER OF GIVING NOTICE. Notice of any meeting of Shareholders
shall be (i) given either by hand delivery, first-class mail, telegraphic or
other written or electronic transmission, charges prepaid, and (ii) addressed
to the Shareholder at the address of that Shareholder appearing on the records
of the Trust or its transfer agent or given by the Shareholder to the Trust for
the purpose of notice. If no such address appears on the Trust's records or is
not given to the Trust, notice shall be deemed to have been given if sent to
that Shareholder by first-class mail or telegraphic or other written or
electronic communication to the Trust's principal executive office, or if
published at least once in a newspaper of general circulation in the county
where that office is located. Notice shall be deemed to have been given at the
time when delivered personally or deposited in the mail or sent by telegram or
other means of written or electronic communication or, where notice is given by
publication, on the date of publication. Without limiting the manner by which
notice otherwise may be given effectively to Shareholders, any notice to
Shareholders given by the Trust shall be effective if given by a single written
notice to Shareholders who share an address if consented to by the Shareholders
at that address.
If any notice addressed to a Shareholder at the address of that
Shareholder appearing on the records of the Trust is returned to the Trust by
the United States Postal Service marked to indicate that the Postal Service is
unable to deliver the notice to the Shareholder at that address, all future
notices or reports shall be deemed to have been duly given without further
mailing if such future notices or reports shall be kept available to the
Shareholder, upon written demand of the Shareholder, at the principal executive
office of the Trust for a period of one year from the date of the giving of the
notice.
An affidavit of the mailing or other means of giving any notice of
any meeting of Shareholders shall be filed and maintained in the minute book of
the Trust.
2.5. RECORD DATE FOR MEETINGS.
Subject to the provisions of the Declaration of Trust, the Board of
Trustees may fix in advance a date not more than 120 days prior to the date of
any meeting of the Shareholders as a record date for the determination of the
Shareholders entitled to receive notice of, and to vote at any meeting and any
adjournment thereof; and in such case such Shareholders and only such
Shareholders as shall be Shareholders of record on the date so fixed shall be
entitled to receive notice of and to vote at such meeting and any adjournment
thereof as the case may be, notwithstanding any transfer of any stock on the
books of the Trust after any such record date fixed as aforesaid. If the
Trustees do not so fix a record date or close the register or transfer books of
the affected Series or Classes, the record date for determining Shareholders
entitled to notice of or to vote at a meeting of Shareholders shall be the
close of business on the day on which the Trustees adopt the resolution
relating to that meeting.
The record date for determining Shareholders entitled to give consent
to action in writing without a meeting, (a) when no prior action of the
Trustees has been taken, shall be the day on which the first written consent is
given, or (b) when prior action of the Trustees has been taken, shall be (i)
such date as determined for that purpose by the Trustees, which record date
shall not precede the date upon which the resolution fixing it is adopted by
the Trustees and shall not be more than twenty (20) days after the date of such
resolution, or (ii) if no record date is fixed by the Trustees, the record date
shall be the close of business on the day on which the Trustees adopt the
resolution relating to that action.
Nothing in this Section shall be construed as precluding the Trustees
from setting different record dates for different Series or Classes. Only
Shareholders of record on the record date, as herein
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determined, shall have any right to vote or to act at any meeting or give
consent to any action relating to such record date, notwithstanding any
transfer of Shares on the books of the Trust after such record date.
2.6. QUORUM. Except as otherwise provided by the 1940 Act or in the
Declaration of Trust, at any meeting of Shareholders, the presence in person or
by proxy of the holders of record of Shares issued and outstanding and entitled
to vote representing more than thirty-three and one-third percent (33 1/3%) of
the total combined net asset value of all Shares issued and outstanding and
entitled to vote shall constitute a quorum for the transaction of any business
at the meeting. If, however, a quorum shall not be present or represented at
any meeting of the Shareholders, the holders of a majority of the votes present
in person or by proxy shall have the power to adjourn the meeting from time to
time until a quorum shall be present or represented, provided that the
adjourned meeting is within a reasonable time after the date set for the
original meeting.
2.7. VOTING. Each Shareholder shall have one vote for each share (and
a fractional vote for each fractional share) held by such Shareholder on the
record date set pursuant to Section 5 of this Article 2 on each matter
submitted to a vote at a meeting of Shareholders. Shares held in the treasury
shall not confer any voting rights on the Trustees and shall not be entitled to
any dividends or other distributions declared with respect to the Shares. For
purposes of this section and Section 6 of this Article 2, net asset value shall
be determined pursuant to Section 1 Article 12 of these By-Laws as of the
record date for such meeting set pursuant to Section 5 of this Article 2. There
shall be no cumulative voting in the election of Trustees. Votes may be made in
person or by proxy. Shareholders may vote by voice vote or by ballot, provided,
however, that any election for Trustees must be by ballot if demanded by any
Shareholder before the voting has begun. On any matter other than election of
Trustees, any Shareholder may cast part of the votes that such Shareholder is
entitled to cast in favor of the proposal and refrain from casting and/or cast
the remaining part of such votes against the proposal, but if such Shareholder
fails to specify the number of votes that such Shareholder is casting in favor
of the proposal, it will be conclusively presumed that such Shareholder is
casting all of the votes that such Shareholder is entitled to cast in favor of
such proposal.
At all meetings of the Shareholders, a quorum being present, all
matters, except for the election of Trustees, which is governed by Section 3 of
Article 3, shall be decided by majority of the votes entitled to be cast held
by Shareholders present in person or by proxy, unless the question is one for
which by express provision of the laws of the State of Delaware, the 1940 Act,
or the Declaration of Trust, a different vote is required, in which case such
express provision shall control the decision of such question. At all meetings
of Shareholders, unless the voting is conducted by inspectors, all questions
relating to the qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided by the Chairman of the
meeting.
Notwithstanding any other provision of these By-Laws or the
Declaration of Trust, on any matters submitted to a vote of the Shareholders,
all Outstanding Shares of the Trust then entitled to vote shall be voted in
aggregate, except: (i) when required by the 1940 Act, Shares shall be voted by
individual Series; (ii) when the matter involves any action that the Trustees
have determined will affect only the interests of one or more Series, then only
the Shareholders of such Series shall be entitled to vote thereon; and (iii)
when the matter involves any action that the Trustees have determined will
affect only the interests of one or more Classes, then only the Shareholders of
such Class or Classes shall be entitled to vote thereon.
2.8. PROXIES. Subject to the provisions of the Declaration of Trust,
Shareholders entitled to vote for Trustees or on any other matter shall have
the right to do so either in person or by proxy, provided that either (i) a
written instrument authorizing such a proxy to act is executed by the
Shareholder or his or her duly authorized attorney-in-fact and dated not more
than eleven months before the meeting,
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unless the instrument specifically provides for a longer period, or (ii) the
Trustees adopt an electronic, telephonic, computerized or other alternative to
the execution of a written instrument authorizing the proxy to act, and such
authorization is received not more than eleven months before the meeting. A
proxy shall be deemed executed by a Shareholder if the Shareholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the Shareholder or the Shareholder's
attorney-in-fact. A valid proxy which does not state that it is irrevocable
shall continue in full force and effect unless (i) revoked by the Person (as
that term is defined in the Declaration of Trust) executing it before the vote
pursuant to that proxy is taken, (a) by a writing delivered to the Trust
stating that the proxy is revoked, or (b) by a subsequent proxy executed by
such Person, or (c) attendance at the meeting and voting in person by the
Person executing that proxy, or (d) revocation by such Person using any
electronic, telephonic, computerized or other alternative means authorized by
the Trustees for authorizing the proxy to act; or (ii) written notice of the
death or incapacity of the maker of that proxy is received by the Trust before
the vote pursuant to that proxy is counted. A proxy with respect to 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 anyone of the two or more Persons. 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. Unless otherwise specifically limited
by their terms, proxies shall entitle the Shareholder to vote at any
adjournment or postponement of a Shareholders' meeting. At every meeting of
Shareholders, unless the voting is conducted by inspectors, all questions
concerning the qualifications of voters, the validity of proxies, and the
acceptance or rejection of votes, shall be decided by the chairman of the
meeting. Subject to the provisions of the Declaration of Trust or these
By-Laws, all matters concerning the giving, voting or validity of proxies shall
be governed by the General Corporation Law of the State of Delaware relating to
proxies, and judicial interpretations thereunder, as if the Trust were a
Delaware corporation and the Shareholders were shareholders of a Delaware
corporation.
2.9. INSPECTORS. At any election of Trustees, the Board of Trustees
prior thereto may, or, if they have not so acted, the Chairman of the meeting
may appoint one or more inspectors of election who shall first subscribe an
oath of affirmation to execute faithfully the duties of inspectors at such
election with strict impartiality and according to the best of their ability,
and shall after the election make a certificate of the result of the vote
taken.
These inspectors shall:
Determine the number of Shares outstanding and the voting power of
each (and, to the extent that voting power is determined by Net Asset Value,
the inspectors shall rely upon a certificate of the Treasurer of the Trust (or
other information provided by the Treasurer) with respect to the Net Asset
Value per Share), the Shares represented at the meeting, the existence of a
quorum and the authenticity, validity and effect of proxies;
Receive votes, ballots or consents;
Hear and determine all challenges and questions in anyway arising in
connection with the right to vote;
Count and tabulate all votes or consents;
Determine when the polls shall close;
Determine the result; and
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Do any other acts that may be proper to conduct the election or vote
with fairness to all Shareholders.
2.10. STOCK LEDGER AND LIST OF SHAREHOLDERS. It shall be the duty of
the Secretary or Assistant Secretary of the Trust to cause an original or
duplicate share ledger to be maintained at the office of the Trust's transfer
agent. Such share ledger may be in written form or any other form capable of
being converted into written form within a reasonable time for visual
inspection.
2.11. ACTION WITHOUT MEETING. Any action to be taken by Shareholders
may be taken without a meeting and without prior notice if Shareholders holding
a majority of the Shares entitled to vote on the matter (or such larger
proportion thereof as shall be required by any express provision of the
Declaration of Trust, by the By-Laws or by applicable law) and holding a
majority (or such larger proportion as aforesaid) of the Shares of any Series
(or Class) entitled to vote separately on the matter consent to the action in
writing (either manually or electronically) and such consents are filed with the
records of the meetings of Shareholders. Such consent shall be treated for all
purposes as a vote taken at a meeting of Shareholders. Any Shareholder giving a
written consent, a transferee of the Shares, a personal representative of the
Shareholder, or their respective proxy holders may revoke the Shareholder's
written consent by a writing received by the Secretary of the Trust before
written consents of the number of Outstanding Shares required to authorize the
proposed action have been filed with the Secretary.
ARTICLE 3
Trustees
3.1. GENERAL POWERS. The business of the Trust shall be managed under
the direction of its Board of Trustees, which may exercise all powers of the
Trust, except such as are by statute, or the Declaration of Trust, or by these
By-Laws conferred upon or reserved to the Shareholders.
3.2. NUMBER AND TERM OF OFFICE. The number of Trustees which shall
constitute the whole Board shall be determined from time to time by the Board
of Trustees, but shall not be fewer than the minimum number permitted by
applicable laws, nor more than fifteen. Each Trustee elected shall hold office
until he or she dies, resigns, is declared bankrupt or incompetent by a court
or appropriate jurisdiction, or is removed, or until the next meeting of
Shareholders called for the purpose of electing Trustees and until the election
and qualification of his or her successor. Trustees need not be Shareholders.
Any Trustee may be removed (a) with or without cause at any meeting of
Shareholders by a vote of two-thirds of the Outstanding Shares of the Trust, or
(b) with or without cause at any time by written instrument signed by at least
a majority of the remaining Trustees, specifying the date when such removal
shall become effective.
3.3. ELECTIONS. The Trustees shall be elected at a meeting of
Shareholders called for the purpose of electing Trustees by the vote of a
plurality of the votes present in person or by proxy, provided a quorum is
present. Notwithstanding the foregoing, any vacancy, including any vacancy
created by the Board in connection with an increase in the number of Trustees
constituting the Board, on the Board of Trustees may be filled by a majority
vote of the Trustees then in office, although less than a quorum, subject to
the requirements of Section 16(a) of the 1940 Act.
3.4. REGULAR MEETINGS. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the Trustees may
from time to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Trustees.
3.5. SPECIAL MEETINGS. Special meetings of the Trustees may be held,
at any time and at any place designated in the call of the meeting, when called
by the Chairman of the Board, if any, the
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President or the Treasurer or by written request of two or more Trustees,
sufficient notice (except as set forth in Section 6 of this Article 3) thereof
being given to each Trustee by the Secretary or an Assistant Secretary or by
the officer or the Trustees calling the meeting.
3.6. NOTICE. It shall be sufficient notice to a Trustee of a special
meeting to send notice by mail to the Trustee at his or her usual or last known
business or residence address at least forty-eight hours or by any electronic
or telecommunications device, including telefax or through the Internet at
least twenty-four hours before the meeting addressed to the Trustee or to give
notice to him or her in person or by telephone at least twenty-four hours
before the meeting. Notice of a meeting need not be given to any Trustee if a
written waiver of notice, executed by him or her before or after the meeting,
is filed with the records of the meeting, or to any Trustee who attends the
meeting without protesting prior thereto or at its commencement the lack of
notice to him or her. Neither notice of a meeting nor a waiver of a notice need
specify the purposes of the meeting (unless otherwise required by applicable
law).
3.7. QUORUM. At any meeting of the Trustees one-third of the Trustees
then in office shall constitute a quorum; provided, however, a quorum shall not
be less than two. Any meeting may be adjourned from time to time by a majority
of the votes cast upon the question, whether or not a quorum is present, and
the meeting may be held as adjourned without further notice. A meeting at which
a quorum is initially present may continue to transact business notwithstanding
the withdrawal of Trustees if any action taken is approved by at least a
majority of the required quorum for that meeting.
3.8. ACTION BY VOTE. When a quorum is present at any meeting, a
majority of Trustees present may take any action, except when a larger vote is
expressly required by law, by the Declaration of Trust or by these By-Laws.
3.9. ACTION BY WRITING. Except as required by law, any action
required or permitted to be taken at any meeting of the Trustees may be taken
without a meeting if a majority of the Trustees (or such larger proportion
thereof as shall be required by any express law or provision of the Declaration
of Trust or these By-Laws) consent to the action in writing (manually or
electronically) and such written consents are filed with the records of the
meetings of Trustees. Such consent shall be treated for all purposes as a vote
taken at a meeting of Trustees. If any action is so taken by the Trustees by
the written consent of less than all of the Trustees, prompt notice of the
taking of such action shall be furnished to each Trustee who did not execute
such written consent, provided that the effectiveness of such action shall not
be impaired by any delay or failure to furnish such notice.
3.10. PRESENCE THROUGH COMMUNICATIONS EQUIPMENT. Except as required
by law, the Trustees may participate in a meeting of Trustees by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.
3.11. COMPENSATION. Any Trustee, whether or not he is a salaried
officer or employee of the Trust, may be compensated for his services as
Trustee or as a member of a committee of Trustees, or as chairman of a
committee by fixed periodic payments or by fees for attendance at meetings or
by both, and in addition may be reimbursed for transportation and other
expenses, all in such manner and amounts as the Board of Trustees may from time
to time determine.
3.12. LIEN ON ASSETS. The Trustees shall have a lien on the assets
belonging to the appropriate Series, or in the case of an expense allocable to
more than one Series, on the assets of each
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such Series, prior to any rights or interests of the Shareholders thereto, for
the reimbursement to them of such expenses, disbursements, losses and
liabilities.
3.13. TRUSTEES AS SHAREHOLDERS. Any Trustee may acquire, own and
dispose of Shares to the same extent as if he or she were not a Trustee. The
Trustees may issue and sell and cause to be issued and sold Shares to, and
redeem such Shares from, any such Person or any firm or company in which such
Person is interested, subject only to the general limitations contained herein
or in the Declaration of Trust relating to the sale and redemption of such
Shares.
3.14. NO ACCOUNTING. Except to the extent required by the 1940 Act
or, if determined to be necessary or appropriate by the other Trustees under
circumstances which would justify his or her removal for cause, no person
ceasing to be a Trustee for reasons including, but not limited to, death,
resignation, retirement, removal or incapacity (nor the estate of any such
person) shall be required to make an accounting to the Shareholders or
remaining Trustees upon such cessation.
ARTICLE 4
Notices
4.1. GENERAL. Notices to Shareholders and Trustees shall be delivered
by any method legally permissible with respect to that type of notice. Such
methods may include oral, written, electronic, or otherwise. Delivery of
notice shall be made using the most current contact information for that
Shareholder or Trustee appearing on the books of the Trust. Notice by mail
shall be deemed to be given at the time when the same shall be mailed. Oral
notice shall be deemed to be given when given directly to the person required
to be notified. Subject to the provisions of the 1940 Act, notice to Trustees
need not state the purpose of a regular or special meeting.
ARTICLE 5
Officers
5.1. ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
President, a Treasurer, a Secretary, a Chief Compliance Officer and such other
officers, if any, as the Trustees from time to time may in their discretion
elect. The Trust may also have such agents as the Trustees from time to time
may in their discretion appoint. The Chairman of the Board, if one is elected,
shall be a Trustee and may but need not be a Shareholder; and any other officer
may but need not be a Trustee or Shareholder. Any two or more offices may be
held by the same person.
5.2. ELECTION AND TENURE. The President, the Treasurer, the Secretary
and such other officers as the Trustees from time to time may in their
discretion elect shall each be elected by the Trustees to serve until his or
her successor is elected or qualified, or until he or she sooner dies, resigns,
is removed or becomes disqualified. Each officer shall hold office and each
agent shall retain authority at the pleasure of the Trustees. Any officer or
agent may be removed by the affirmative vote of a majority of the Board of
Trustees whenever, in its judgment, the best interests of the Trust will be
served thereby. In addition, any officer or agent appointed pursuant to Section
1 of this Article 5 may be removed, either with or without cause, by any
officer upon whom such power of removal shall have been conferred by the Board
of Trustees. Any vacancy occurring in any office of the Trust by death,
resignation, removal or otherwise shall be filled by the Board of Trustees,
unless pursuant to Section 1 of this Article 5 the power of appointment has
been conferred by the Board of Trustees on any other officer.
5.3. POWERS. Subject to the other provisions of these By-Laws, each
officer shall have, in addition to the duties and powers set forth herein and
in the Declaration of Trust, such duties and powers as are commonly incident to
the office occupied by him or her as if the Trust were organized as a
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Delaware business corporation and such other duties and powers as the Trustees
may from time to time designate.
5.4. PRESIDENT. The President shall be the principal executive
officer of the Trust. He or she may call meetings of the Trustees and of any
committee thereof when he or she deems it necessary and, in the absence of the
Chairman, shall preside at all meetings of the Shareholders. Subject to the
control of the Trustees, the Chairman and any committees of the Trustees,
within their respective spheres, as provided by the Trustees, the President
shall at all times exercise a general supervision and direction over the
affairs of the Trust. The President shall have the power to employ attorneys
and counsel for the Trust and to employ such subordinate officers, agents,
secretaries, clerks and employees as he or she may find necessary to transact
the business of the Trust. He or she shall also have the power to grant, issue,
execute or sign such powers of attorney, proxies or other documents as may be
deemed advisable or necessary in furtherance of the interests of the Trust. The
President shall have such powers and duties as from time to time may be
conferred upon or assigned to him or her by the Trustees.
5.5. VICE PRESIDENT(S). In the absence or disability of the
President, the Vice President, if any, or, if there be more than one Vice
President, any Vice President designated by the Trustees shall perform all the
duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him or her from time to time by the Trustees or the
President. Any Vice President shall be authorized to sign documents on behalf
of the Trust.
5.6. CHAIRMAN OF THE BOARD. The Chairman shall, if present, preside
at meetings of the Shareholders and the Trustees, and shall, subject to the
control of the Trustees, have general supervision, direction and control of the
business and the officers of the Trust and exercise and perform such other
powers and duties as may be from time to time assigned to him by the Trustees
or prescribed by the Declaration of Trust or these By-Laws. In the absence of
the Chairman, the Vice Chairman, if such an officer is elected, may assume all
powers and duties assigned to the Chairman hereunder at the discretion of the
Trustees.
5.7. TREASURER. The Treasurer shall be the chief financial officer
and accounting officer of the Trust, and shall, subject to the provisions of
the Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment adviser or manager or transfer, shareholder servicing or
similar agent, be in charge of the valuable papers, books of account and
accounting records of the Trust, and shall have such other duties and powers as
may be designated from time to time by the Trustees or by the President. The
Treasurer shall be authorized to sign documents on behalf of the Trust. He
shall render to the Board of Trustees, whenever directed by the Board, an
account of the financial condition of the Trust and of all his transactions as
Treasurer. He shall cause to be prepared annually a full and correct statement
of the affairs of the Trust, including a balance sheet and a statement of
operations for the preceding fiscal year. He shall perform all the acts
incidental to the office of Treasurer, subject to the control of the Board of
Trustees.
5.8. SECRETARY. The Secretary shall record all proceedings of the
Shareholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence
of the Secretary from any meeting of the Shareholders or Trustees, an assistant
secretary or, if there be none or if he or she is absent, a temporary secretary
chosen at such meeting shall record the proceedings thereof in the aforesaid
books. The Secretary shall be authorized to sign documents on behalf of the
Trust.
5.9. CHIEF COMPLIANCE OFFICER. The Chief Compliance Officer shall be
responsible for administering the Trust's compliance policies and procedures as
required by Rule 38a-1 under the
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1940 Act and may have such other duties and powers as may be designated from
time to time by the Trustees. The designation and compensation of the Chief
Compliance Officer must be approved by the Trustees, including a majority of
the Trustees who are not interested persons of the Trust, as defined by the
1940 Act. The Chief Compliance Officer shall be authorized to sign documents on
behalf of the Trust.
5.10. RESIGNATIONS AND REMOVALS. Any officer may resign at any time
by written instrument signed by him or her and delivered to the Chairman, the
President or the Secretary or to a meeting of the Trustees. Such resignation
shall be effective upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer with or without cause. Except to the
extent expressly provided in a written agreement with the Trust, no officer
resigning and no officer removed shall have any right to any compensation for
any period following his or her resignation or removal, or any right to damages
on account of such removal.
5.11. SUBORDINATE OFFICERS. A Vice President, the Secretary or the
Treasurer may appoint an Assistant Vice President, an Assistant Secretary or an
Assistant Treasurer, respectively, to serve subject to ratification by the
Board at its next regular meeting.
5.12. VACANCIES IN OFFICES. Any vacancy in any of the offices,
whether by resignation, removal or otherwise, may be filled by the President. A
vacancy in the office of Assistant Vice President may be filled by a Vice
President; in the office of Assistant Secretary by the Secretary; or in the
office of Assistant Treasurer by the Treasurer. Any appointment to fill any
vacancy shall serve subject to ratification by the Board at its next regular
meeting.
5.13. COMPENSATION. The salaries or other compensation of all
officers and agents of the Trust shall be fixed by the Board of Trustees,
except that the Board of Trustees may delegate to any person or group of
persons the power to fix the salary or other compensation of any subordinate
officers or agents appointed pursuant to Section 1 of this Article 5.
5.14. OFFICERS AS SHAREHOLDERS. Any officer may acquire, own and
dispose of Shares to the same extent as if he or she were not an officer.
ARTICLE 6
Committees
6.1. COMMITTEES. The Board of Trustees may by resolution passed by a
majority of the entire Board appoint from among its members an Executive
Committee and other committees composed of two or more Trustees, and may
delegate to such committees, in the intervals between meetings of the Board of
Trustees, any or all of the powers of the Board of Trustees in the management
of the business and affairs of the Trust.
6.2. ACTION OF COMMITTEES. In the absence of an appropriate
resolution of the Board of Trustees, each committee may adopt such rules and
regulations governing its proceedings, quorum and manner of acting as it shall
deem proper and desirable, provided that the quorum shall not be less than two
Trustees. The committees shall keep minutes of their proceedings and shall
report the same to the Board of Trustees at the meeting next succeeding, and
any action by the committee shall be subject to revision and alteration by the
Board of Trustees, provided that no rights of third persons shall be affected
by any such revision or alteration. In the absence of any member of such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of Trustees to act in
the place of such absent member.
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ARTICLE 7
Reports
7.1. GENERAL. The Trustees and officers shall render reports at the
time and in the manner required by the Declaration of Trust or any applicable
law. Officers and committees shall render such additional reports as they may
deem desirable or as may from time to time be required by the Trustees.
ARTICLE 8
Fiscal Year
8.1. GENERAL. The fiscal year of the Trust and each Series shall be
as designated from time to time by the Board. The fiscal year of the Trust and
each Series may be refixed or changed, from time to time, by resolution of the
Board.
ARTICLE 9
Seal
9.1. GENERAL. The Trust shall have no seal.
ARTICLE 10
Execution of Papers
10.1. GENERAL. Except as the Trustees may generally or in particular
cases authorize the execution thereof in some other manner, all checks, deeds,
leases, contracts, notes, drafts and other obligations made by the Trustees
shall be signed by the Chairman, if any, the President, any Vice President or
the Treasurer or any of such other officers or agents as shall be designated
for that purpose by a vote of the Trustees.
ARTICLE 11
Share Certificates
11.1. SHARE CERTIFICATES. No certificates certifying the ownership
of Shares shall be issued except as the Trustees may otherwise authorize.
In lieu of issuing certificates for Shares, the Trustees or the
transfer agent may either issue receipts therefore or may keep accounts upon
the books of the Trust for the record holders of such Shares, who shall in
either case be deemed, for all purposes hereunder, to be the holders of
certificates for such Shares as if they had accepted such certificates and
shall be held to have expressly assented and agreed to the terms hereof.
11.2. RECORDING AND TRANSFER WITHOUT CERTIFICATES. The Trust shall
have the full power to participate in any program approved by the Board of
Trustees providing for the recording and transfer of ownership of the Trust's
Shares by electronic or other means without the issuance of certificates.
11.3. TRANSFER OF SHARES. Transfers of Shares of beneficial interest
of the Trust shall be made on the books of the Trust by the holder of record
thereof (in person or by his attorney thereunto duly authorized by a power of
attorney duly executed in writing and filed with the Secretary of the Trust).
11.4. REGISTERED HOLDERS. The Trust shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of Shares
to receive dividends, and to vote as such owner,
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and to hold liable for calls and assessments a person registered on its books
as the owner of Shares, and shall not be bound to recognize any equitable or
other claim to or interest in such Share or Shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by applicable law or the Declaration of Trust.
Notwithstanding any provision in these By-Laws or the Declaration of Trust, no
Shareholder shall be entitled to receive any payment of a dividend or
distribution, nor to have notice given to him or her as provided herein or in
the Declaration of Trust, until he or she has provided such information as
shall be required to the Trust or, as applicable, to the Trust's transfer or
similar agent with respect to his or her Shares.
11.5. TRANSFER AGENTS AND REGISTRARS. The Board of Trustees may, from
time to time, appoint or remove transfer agents and or registrars of the Trust,
and they may appoint the same person as both transfer agent and registrar.
Upon any such appointment being made, all certificates representing Shares of
beneficial interest thereafter issued shall be countersigned by such transfer
agent and shall not be valid unless so countersigned.
ARTICLE 12
Provisions Relating to the Conduct of the Trust's Business
12.1. DETERMINATION OF NET ASSET VALUE PER SHARE. Net asset value per
Share of each Series or Class of Shares of the Trust shall be determined at the
times and in the manner specified from time to time by the Trustees. The
Trustees may delegate the power and duty to determine the Net Asset Value per
Share to one or more Trustees or officers of the Trust or to an administrator,
custodian, depository or other agent appointed for such purpose.
12.2. CUSTODIANSHIP. Except as otherwise required by the 1940 Act or
provided by a resolution of the Board of Trustees, the Trust shall place and at
all times maintain in the custody of a custodian (including any sub-custodian
for the custodian) all funds, securities and similar investments owned by the
Trust. The custodian may enter into arrangements with securities depositories,
provided such arrangements comply with the provisions of the 1940 Act and the
rules and regulations promulgated thereunder.
12.3. SUBSIDIARIES, MASTER FEEDER STRUCTURE. The Trust may pursue
its investment program and any other powers as set forth in Section 3 of
Article IV of the Declaration of Trust either directly or indirectly through
one or more subsidiary vehicles at the discretion of the Trustees or by
operating in a master feeder structure.
12.4. INTERESTED PERSONS. Except as prohibited by applicable law, the
Trustees may, on behalf of the Trust, buy any securities and other instruments
and property from or sell any securities and other instruments and property to,
or lend any assets of the Trust to, any Trustee or officer of the Trust or any
firm of which any such Trustee or officer is a member acting as principal, or
have any such dealings with any Investment Adviser, administrator, Principal
Underwriter, distributor or transfer agent for the Trust or with any Interested
Person of such person. The Trust may employ any such person, or entity in which
such person is an Interested Person, as broker, legal counsel, registrar,
Investment Adviser, administrator, Principal Underwriter, distributor, transfer
agent, dividend disbursing agent, shareholder servicing agent, custodian or in
any other capacity upon customary terms.
12.5. RECORD DATES FOR DIVIDENDS AND DISTRIBUTIONS. For the purpose
of determining the Shareholders of any Series (or Class) who are entitled to
receive payment of any dividend or of any other distribution, the Trustees may
from time to time fix a date, which shall be before the date for the payment of
such dividend or such other payment, as the record date for determining the
Shareholders of such Series (or Class) having the right to receive such
dividend or distribution. Without
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fixing a record date, the Trustees may for distribution purposes close the
register or transfer books for one or more Series (or Classes) at any time
prior to the payment of a distribution. Nothing in this Section shall be
construed as precluding the Trustees from setting different record dates for
different Series (or Classes).
ARTICLE 13
Indemnification
13.1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this
Article 13, "agent" means any person who is or was a trustee or officer of this
Trust and any person who, while a trustee or officer of this Trust, is or was
serving at the request of this Trust as a trustee, director, officer, partner,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise; "Trust" includes any domestic or
foreign predecessor entity of this Trust in a merger, consolidation, or other
transaction in which the predecessor's existence ceased upon consummation of
the transaction; "proceeding" means any threatened, pending or completed
action, claim, suit or proceeding, whether civil, criminal, administrative, or
investigative (including appeals); and "expenses" includes without limitation
attorney's fees, costs, judgments, amounts paid in settlement, fines, penalties
and any expenses of establishing a right to indemnification under this
Article.
13.2. ACTIONS OTHER THAN BY THE TRUST. Subject to the exclusions of
indemnification contained in this Article 13, this Trust shall indemnify any
person to the fullest extent permitted by the 1940 Act or the Delaware
Statutory Trust Act (12 Del. C. [section] 3801 et seq.) (the "Act") (i) who was
or is a party or is threatened to be made a party to any proceeding (other than
an action by or in the right of this Trust) by reason of the fact that such
person is or was an agent of this Trust, or (ii) otherwise by virtue of his
being or having been a Trustee or officer of the Trust, against expenses,
judgments, fines, costs, settlements, penalties, attorney's fees and all other
liabilities whatsoever actually and reasonably incurred in connection with such
proceeding.
13.3. ACTIONS BY THE TRUST. Subject to the exclusions of
indemnification contained in this Article 13, this Trust shall indemnify any
person to the fullest extent permitted by the 1940 Act or the Act (i) who was
or is a party or is threatened to be made a party to any proceeding by or in
the right of this Trust to procure a judgment in its favor by reason of the
fact that that person is or was an agent of this Trust, or (ii) otherwise by
virtue of his being or having been a Trustee or officer of the Trust, against
expenses actually and reasonably incurred by that person in connection with the
defense or settlement of that action.
13.4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to
the contrary contained herein, there shall be no right to indemnification for
any liability arising by reason of willful misfeasance, bad faith, gross
negligence, or the reckless disregard of the duties involved in the conduct of
the agent's office with this Trust.
No indemnification shall be made under Section 2 or 3 of this Article 13:
(a) In respect of any proceeding as to which that person shall have
been adjudged to be liable on the basis that personal benefit was improperly
received by him, whether or not the benefit resulted from an action taken in
the person's official capacity; or
(b) In respect of any proceeding as to which that person shall have
been adjudged to be liable in the performance of that person's duty to this
Trust, unless and only to the extent that the court in which that action was
brought shall determine upon application that in view of all the relevant
circumstances of the case, that person is fairly and reasonably entitled to
indemnity for the expenses which the court shall
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determine; however, in such case, indemnification with respect to any
proceeding by or in the right of the Trust or in which liability shall have
been adjudged by reason of the disabling conduct set forth in the preceding
paragraph shall be limited to expenses; or
(c) Of amounts paid in settling or otherwise disposing of a
proceeding, with or without court approval, or of expenses incurred in
defending a proceeding which is settled or otherwise disposed of without court
approval, unless the required approval set forth in Section 6 of this Article
is obtained.
13.5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of
this Trust has been successful, on the merits or otherwise, in the defense of
any proceeding referred to in Sections 2 or 3 of this Article 13 before the
court or other body before whom the proceeding was brought, the agent shall be
indemnified against expenses actually and reasonably incurred by the agent in
connection therewith, provided that the Board of Trustees, including a majority
who are disinterested, non-party Trustees, also determines that based upon a
review of the facts, the agent was not liable by reason of the disabling
conduct referred to in Section 4 of this Article.
13.6. REQUIRED APPROVAL. Except as provided in Section 5 of this
Article 13, any indemnification under this Article 13 shall be made by this
Trust only if authorized in the specific case on a determination that
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct set forth in Section 2 or 3 of this
Article 13 and is not prohibited from indemnification because of the disabling
conduct set forth in Section 4 of this Article 13, by:
(a) A majority vote of a quorum consisting of Trustees who are not
parties to the proceeding and are not interested persons of the Trust (as
defined in the 1940 Act);
(b) A written opinion by an independent legal counsel; or
(c) The Shareholders; however, Shares held by agents who are parties
to the proceeding may not be voted on the subject matter under this Sub-Section.
13.7. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this Trust before the final disposition of the
proceeding if:
(a) Receipt of a written affirmation by the agent of his good faith
belief that he has met the standard of conduct necessary for indemnification
under this Article and a written undertaking by or on behalf of the agent, such
undertaking being an unlimited general obligation to repay the amount of the
advance if it is ultimately determined that he has not met those requirements,
and
(b) A determination that the facts then known to those making the
determination would not preclude indemnification under this Article.
Determinations and authorizations of payments under this Section must be made
in the manner specified in Section 6 of this Article 13 for determining that
the indemnification is permissible.
13.8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article 13
shall affect any right to indemnification to which persons other than Trustees
and officers of this Trust or any subsidiary hereof may be entitled by contract
or otherwise.
13.9. LIMITATIONS. No indemnification or advance shall be made
under this Article 13, except as provided in Sections 5 or 6, in any
circumstances where it appears:
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(a) That it would be inconsistent with a provision of the Declaration
of Trust, a resolution of the Shareholders, or an agreement in effect at the
time of accrual of the alleged cause of action asserted in the proceeding in
which the expenses were incurred or other amounts were paid which prohibits or
otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
13.10. INSURANCE. Upon and in the event of a determination by the
Board of Trustees of this Trust to purchase such insurance, this Trust shall
purchase and maintain insurance on behalf of any agent or employee of this
Trust against any liability asserted against or incurred by the agent or
employee in such capacity or arising out of the agent's or employee's status as
such to the fullest extent permitted by law.
13.11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article 13 does not
apply to any proceeding against any trustee, investment manager or other
fiduciary of an employee benefit plan in that person's capacity as such, even
though that person may also be an agent of this Trust as defined in Section 1
of this Article 13. Nothing contained in this Article 13 shall limit any right
to indemnification to which such a trustee, investment manager, or other
fiduciary may be entitled by contract or otherwise which shall be enforceable
to the extent permitted by applicable law other than this Article 13.
ARTICLE 14
General Matters
14.1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks, drafts,
or other orders for payment of money, notes or other evidences of indebtedness
issued in the name of or payable to the Trust shall be signed or endorsed in
such manner and by such person or persons as shall be designated from time to
time in accordance with the resolution of the Board of Trustees.
14.2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Trustees, except
as otherwise provided in these By-Laws, may authorize any officer or officers,
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the Trust (or any Series) and this authority may be
general or confined to specific instances; and unless so authorized or ratified
by the Trustees or within the agency power of an officer, no officer, agent, or
employee shall have any power or authority to bind the Trust by any contract or
engagement or to pledge its credit or to render it liable for any purpose or
for any amount. Notwithstanding the foregoing, the President and any Vice
President may enter into any agreement or execute and deliver any instrument in
the name of the Trust on behalf of any Series without specific or general
authorization by the Board if such agreement or written instrument is in the
ordinary course of the Trust's business and is routine or non-material.
14.3. WRITINGS. To the fullest extent permitted by applicable laws and
regulations:
(a) all requirements in these By-Laws that any action be taken by
means of any writing, including, without limitation, any written instrument, any
written consent or any written agreement, shall be deemed to be satisfied by
means of any electronic record in such form that is acceptable to the Trustees;
and
(b) all requirements in these By-Laws that any writing be signed shall
be deemed to be satisfied by any electronic transmission in such form that is
acceptable to the Trustees.
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14.4. SEVERABILITY. The provisions of these By-Laws are severable.
If the Trustees determine, with the advice of counsel, that any provision
hereof conflicts with the 1940 Act, the regulated investment company or other
provisions of the Code or with other applicable laws and regulations, the
conflicting provision shall be deemed never to have constituted a part of these
By-Laws; provided, however, that such determination shall not affect any of the
remaining provisions of these By-Laws or render invalid or improper any action
taken or omitted prior to such determination. If any provision hereof shall be
held invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision only in such jurisdiction
and shall not affect any other provision of these By-Laws.
14.5. HEADINGS. Headings are placed in these By-Laws for convenience
of reference only and in case of any conflict, the text of these By-Laws rather
than the headings shall control.
ARTICLE 15
Amendments to the By-Laws
15.1. GENERAL. These By-Laws may be restated and/or amended at any
time, without the approval of the Shareholders, by a majority vote of the then
Board.
Date: September 17, 2015
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