Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 485BPOS Post-Effective Amendment #3 40 205K
2: EX-1 Underwriting Agreement 34 173K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 7 33K
Liquidation or Succession
4: EX-5 Opinion re: Legality 5 19K
5: EX-6 Opinion re: Discount on Capital Shares 8 27K
6: EX-9 Voting Trust Agreement 3 12K
7: EX-11 Consent of Independent Public Accountants 1 6K
8: EX-16 Statement of Additional Information 1 6K
EX-2 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
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SPECTRA FUND
BYLAWS
These Articles are the Bylaws of Spectra Fund, a trust with
transferable shares established under the laws of The Commonwealth of
Massachusetts (the "Trust"), pursuant to an Agreement and Declaration of Trust
of the Trust (the "Declaration") made the fifth day of July, 1995, and filed in
the office of the Secretary of the Commonwealth. These Bylaws have been adopted
by the Trustees pursuant to the authority granted by Section 3.1 of the
Declaration.
All words and terms capitalized in these Bylaws, unless otherwise
defined herein, shall have the same meanings as they have in the Declaration.
ARTICLE 1
SHAREHOLDERS AND SHAREHOLDERS' MEETINGS
SECTION 1.1 MEETINGS. A meeting of the Shareholders of the Trust shall
be held whenever called by the Trustees and whenever election of a Trustee or
Trustees by Shareholders is required by the provisions of the 1940 A Meetings of
Shareholders shall also be called by the Trustees when requested in writing by
Shareholders holding at least ten percent (10%) of the Shares then outstanding
for the purpose of voting upon removal of any Trustee, or if the Trustees shall
fail to call or give notice of any such in of Shareholders for a period of
thirty (30) days after such application, then Shareholders holding at least ten
percent (10%) of the Shares then outstanding may call and give notice of such
meeting. Notice of Shareholders' meetings shall be given as provided in the
Declaration.
SECTION 1.2 PRESIDING OFFICER; SECRETARY. The President shall preside
at each Shareholders' meeting as chairman of the meeting, or in the absence of
the President, the Trustees present at the meeting shall elect one of their
number as chairman of the meeting. Unless otherwise provided for by the
Trustees, the Secretary of the Trust shall be the secretary of all meetings of
Shareholders and shall record the minutes thereof.
SECTION 1.3 AUTHORITY OF CHAIRMAN OF MEETING TO INTERPRET DECLARATION
AND BYLAWS. At any Shareholders' meeting the chairman of the meeting shall be
empowered to determine the construction or interpretation of the Declaration of
these Bylaws, or any part thereof or hereof, and his ruling shall be final.
SECTION 1.4 VOTING: QUORUM. At each meeting of Shareholders except as
otherwise provided by the Declaration, every holder of record of Shares entitled
to vote shall be entitled to a number of votes equal to the number of Shares
standing in his name on the Share register of the Trust. Shareholders may vote
by proxy and the form of any such proxy may be prescribed from time to time by
the Trustees. A quorum shall exist if the holders of a majority of the
outstanding Shares of the Trust entitled to vote without regard to Series are
present in person or by proxy, but any lesser number shall be sufficient for
adjournments. At all meetings of the Shareholders, votes shall be taken by
ballot for all matters which may be binding upon the Trustees pursuant to
Section 7.1 of the Dec1aration. On other matters, votes of Shareholders need not
be taken by ballot unless otherwise provided for by the Declaration or by vote
of the Trustees, or as required by the 1940 Act, but the chairman of the meeting
may in his discretion authorize any matter to be voted upon by ballot.
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SECTION 1.5 INSPECTORS. At any meeting of Shareholders, the chairman of
the meeting may appoint one or more Inspectors of Election or Balloting to
supervise the voting at such meeting or any adjournment thereof. If Inspectors
are not so appointed, the chairman of the meeting may, and on the request of any
Shareholder present or represented and entitled to vote shall, appoint one or
more Inspectors for such purpose. Each Inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of Inspector of Election or Balloting, as the ease may be, at such
meeting with strict impartiality and according to the best of his ability. if
appointed, inspectors shall take charge of the polls and, when the vote is
completed, shall make a certificate of the result of the vote taken and of such
other facts as may be required by law.
SECTION 1.6 SHAREHOLDERS' ACTION IN WRITING. Nothing in this Article 1
shall limit the power of the Shareholders to take any action by means of written
instruments without a meeting, as permitted by Section 7.6 of the Declaration.
ARTICLE 2
TRUSTEES AND TRUSTEES' MEETINGS
SECTION 2.1 NUMBER OF TRUSTEES. There shall initially be one (1)
Trustee, and the number of Trustees shall thereafter be such number as from time
to time shall be fixed by a vote adopted by a Majority of the Trustees.
SECTION 2.2 REGULAR MEETINGS OF TRUSTEES. Regular meetings of the
Trustees may be held with without call or notice at such places and at such
times as the Trustees may from time to time determine; provided, that notice of
such determination, and of the time, place and purposes of the first regular
meeting thereafter, shall be given to each absent Trustee in accordance with
Section 2.4 hereof.
SECTION 2.3 SPECIAL MEETINGS OF TRUSTEES. Special meetings of the
Trustees may be held at any time and at any place when called by the President
or the Treasurer or by two (2) or more Trustees, or if there shall be fewer than
three (3) Trustees, by any Trustee; provided, that notice of the time, place and
purposes thereof is given to each Trustee in accordance with Section 2.4 hereof
by the Secretary or an Assistant Secretary or by the officer or the Trustees
calling the meeting.
SECTION 2.4 NOTICE OF MEETINGS. Notice of any regular or special
meeting of the Trustees shall be sufficient if given in writing to each Trustee,
and if sent by mail at least five (5) days, or by telegram, Federal Express or
other similar delivery service at least twenty-four (24) hours before the
meeting, addressed to his usual or last known business or residence address, or
if delivered to him in person least twenty-four (24) hours before the meeting.
Notice of a special meeting need not be given to any Trustee who was present at
an earlier meeting, not more than thirty-one (31) days prior to the subsequent
meeting, at which the subsequent meeting was called. Notice of a meeting may be
waived by any Trustee by written waiver of notice, executed by him before or
after the meeting, and such waiver shall be filed with the records of the
meeting. Attendance by a Trustee at a meeting shall constitute a waiver of
notice, except where a Trustee attends a meeting for the purpose of protesting
prior thereto or at its commencement the lack of notice.
SECTION 2.5 QUORUM; PRESIDING OFFICER. At any meeting of the Trustees,
a Majority of the Trustees shall constitute a quorum. Any meeting may be
adjourned from time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held as adjourned
without further notice. Unless the Trustees shall otherwise elect, generally or
in a particular case, the President shall preside at each meeting of the
Trustees as chairman of the meeting.
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SECTION 2.6 PARTICIPATION BY TELEPHONE. One or more of the Trustees may
participate in a meeting thereof or of any Committee of the Trustees by means of
a conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
SECTION 2.7 LOCATION OF MEETINGS. Trustees' meetings may be held at any
place within or without Massachusetts.
SECTION 2.8 VOTES. Voting at Trustees' may be conducted orally, by show
of hands or, if requested by any Trustee, by written ball The results of all
voting shall be recorded by the Secretary in the minute book.
SECTION 2.9 RULINGS OF CHAIRMAN. All other rules of conduct adopted and
used at any Trustees' meeting shall be determined by the chairman of such
meeting, whose riding on all procedural matters shall be final.
SECTION 2.10 TRUSTEES' ACTION IN WRITING. Nothing in this Article 2
shall limit the power of the Trustees to take action by means of a written
instrument without a meeting, as provided in Section 4.2 of the Declaration.
SECTION 2.11 RESIGNATIONS. Any Trustee may resign at anytime by written
instrument signed by him and delivered to the President or the Secretary or to a
meeting of the Trustees. Such resignation shall be effective upon receipt unless
specified to be effective at some other time.
ARTICLE 3
OFFICERS
SECTION 3.1 OFFICERS OF THE TRUST. The officers of the Trust shall
consist of a President, a Treasurer and a Secretary, and may include one or more
Vice Presidents, Assistant Treasurers and Assistant Secretaries, and such other
officers as the Trustees may designate. Any person may hold more than one
office. Except for the President, no officer need be a Trustee.
SECTION 3.2 TIME AND TERMS OF ELECTION. The President, the Treasurer
and the Secretary shall be elected by the Trustees at their first meeting and
thereafter at the annual meeting of the Trustees, as provided in Section 4.2 of
the Declaration. Such officers shall hold office until the next annual meeting
of the Trustees and until their successors shall have been duly elected and
qualified, and may be removed at any meeting by the affirmative vote of a
Majority of the Trustees. All other officers of the Trust may be elected or
appointed at any meeting of the Trustees. Such officers shall hold office for
any term, or indefinitely, as determined by the Trustees, and shall be subject
to removal, with or without cause, at anytime by the Trustees.
SECTION 3.3 RESIGNATION AND REMOVAL. Any officer may resign at anytime
by giving written notice to the Trustees. Such resignation shall take effect at
the time. specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. if
the office of any officer or agent becomes vacant by reason of death,
resignation, retirements, disqualification, removal from office or otherwise,
the Trustees may chose a successor, who shall hold office for the unexpired term
in respect of which such vacancy occurred. Except to the extent expressly
provided in a written agreement with the Trust, no officer resigning or removed
shall have any right to any compensation for any period following such
resignation or removal, or any right to damage on account of such removal.
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SECTION 3.4 FIDELITY BOND. The Trustees may, in their discretion,
direct any officer appointed by them to furnish at the expense of the Trust a
fidelity bond approved by the Trustees, in such amount as the Trustees may
prescribe.
SECTION 3.5 PRESIDENT. Unless the Trustees otherwise provide, the
President shall preside at all meetings of the Shareholders and of the Trusts.
The President, subject to the supervision of the Trustees, shall have general
charge and supervision of the business, affairs and personnel of the Trust and
such other powers and duties as the Trustees may prescribe.
SECTION 3.6 VICE PRESIDENTS. In the absence or disability of the
President, the Vice President or, if there shall be more than one, the Vice
Presidents in the order of their seniority or as otherwise designated by the
Trustees, shall exercise all of the powers and duties of the President. The Vice
Presidents shall have the power to execute bonds, notes, mortgages and other
contracts, agreements and instruments in the name of the Trust, and shall do and
perform such other duties as the Trustees or the President shall direct.
SECTION 3.7 TREASURER AND ASSISTANT TREASURERS. The Treasurer shall be
the chief financial officer of the Trust, and shall have the custody of the
Trust's funds and Securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Trust and shall deposit all
moneys, and other valuable effects in the name and to the credit of the Trust,
in such depositories as may be designated by the Trustees, taking proper
vouchers for such disbursements, shall have such other duties and powers as may
be prescribed from time to time by the Trustees, and shall render to the
Trustees, whenever they may require it, an account of all his transactions as
Treasurer and of the financial condition of the Trust. If no Controller is
elected, the Treasurer shall also have the duties and powers of the Controller,
as provided in these Bylaws. Any Assistant Treasurer shall have such duties and
powers as shall be prescribed from time to time by the Trustees or the
Treasurer, and shall be responsible to and shall report to the Treasurer. In the
absence or disability of the Treasurer, the Assistant Treasurer or, if there
shall be more than one, the Assistant Treasurers in the order of their seniority
or as otherwise designated by the Trustees shall have the powers and duties of
the Treasurer.
SECTION 3.8 CONTROLLER AND ASSISTANT CONTROLLERS. If a Controller is
elected, he shall be the chief accounting officer of the Trust and shall be in
charge of its books of account and accounting records and of its accounting
procedures, and shall have such duties and powers as are commonly incident to
the office of a controller, and such other duties and powers as may be
prescribed from time to time by the Trustees. The Controller shall be
responsible to and shall report to the Trustees, but in the ordinary conduct of
the Trust's business, shall be under the supervision of the Treasurer. Any
Assistant Controller shall have such duties and powers as shall be prescribed
from time to time by the Trustees or the Controller, and shall be responsible to
and shall report to the Controller. In the absence or disability of the
Controller, the Assistant Controller or, if there shall be more than one, the
Assistant Controllers in the order of their seniority or as otherwise designated
by the Trustees shall have the powers and duties of the Controller.
SECTION 3.9 SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall,
if and to the extent requested by the Trustees, attend all meetings of the
Trustees, any Committee of the Trustees and/or the Shareholders and record all
votes and the minutes of proceedings in a book to be kept for that purpose,
shall give or cause to be given notice of all meetings of the Trustees, any
Committee of the Trustees, and of the Shareholders and shall or in such other
duties as may be prescribed by the Trustees. The Secretary, or in his absence
any Assistant Secretary, shall affix the Trust's seal to any instrument
requiring it, and when so affixed, it shall be attested by the signature of the
Secretary or an Assistant Secretary. The Secretary shall be the custodian of the
Share records and all other books, records and papers of the Trust (other than
financial) and shall see that all books, reports, statements, certificates and
other documents and records required by law are properly kept and filed. In the
absence or disability of the Secretary, the Assistant
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Secretary or, if there shall be more than one, the Assistant Secretaries in the
order of their seniority or as otherwise designated by the Trustees shall have
the powers and duties of the Secretary.
SECTION 3.10 SUBSTITUTIONS. In case of the absence or disability of any
officer of the Trust, or for any other reason that the Trustees may deem
sufficient, the Trustees may delegate for the time being the powers or duties,
or any of them, of such officer to any other officer, or to any Trustee.
SECTION 3.11 EXECUTION OF DEEDS, ETC. Except as the Trustees may
generally or in particular cases otherwise authorize or direct all deeds,
leases, transfers contracts, proposals, bonds, notes, checks, drafts and other
obligations made, accepted or endorsed by the Trust shall be signed or endorsed
on behalf of the Trust by the President, one of the Vice Presidents or the
Treasurer.
SECTION 3.12 POWER TO VOTE SECURITIES. Unless otherwise ordered by the
Trustees, the Treasurer and the Secretary each shall have full power and
authority on behalf of the Trust to give proxies for and/or to attend and to act
and to vote at any meeting of stockholders of any corporation in which the Trust
may hold stock, and at any such meeting the Treasurer or the Secretary, as the
case may be, his proxy shall possess and may exercise any and all rights and
powers incident to the ownership of such stock which, as the owner thereof, the
Trust might have possessed and exercised if The Trustees, by resolution from
time to time, or, in the absence thereof, either the Treasurer or the Secretary,
may confer like powers upon any other person or persons as attorneys and proxies
of the Trust.
ARTICLE 4
COMMITTEES
SECTION 4.1 POWER OF TRUSTEES TO DESIGNATE COMMITTEES. The Trustees, by
vote of a Majority of the Trustees, may elect from their number an Executive
Committee and any other committees and may delegate thereto some or all of their
powers except these which by law, by the Declaration or by these Bylaws may not
be delegated; provided, that the Executive Committee shall not be empowered to
elect the President, the Treasurer or the Secretary, to amend the Bylaws, to
exercise the powers of the Trustees under this Section 4.1 or under Section 4.3
hereof, or to perform any act for which the action of a Majority of the Trustees
is required by law, by the Declaration or by these Bylaws. The members of any
such Committee shall serve at the pleasure of the Trustees.
SECTION 4.2 RULES FOR CONDUCT OF COMMITTEE AFFAIRS. Except as otherwise
provided by the Trustees, each Committee elected or appointed pursuant to this
Article 4 may adopt such standing rules and regulations for the conduct of its
affairs as it may deem desirable, subject to review and approval of such rules
and regulations by the Trustees at the next succeeding meeting of the Trustees,
but in the absence of any such action or any contrary provisions by the
Trustees, the business of each committee shall be conduct, so far as
practicable, in the same manner as provided herein and in the Declaration for
the Trustees.
SECTION 4.3 TRUSTEES MAY ALTER ABOLISH, ETC., COMMITTEES. The Trustees
may at anytime alter or abolish any Committee, change the membership of any
Committee, or revoke, rescind or modify any action of any Committee or the
authority of any Committee with respect to any matter or class of matters;
provided, that no such action shall impair the rights of any third parties.
SECTION 4.4 MINUTES: REVIEW BY TRUSTEES. Any Committee to which the
Trustees delegate any of their powers or duties shall records of its meetings
and shall report its actions to the Trustees.
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ARTICLE 5
SEAL
The seal of the Trust shall consist of a flat-faced circular die with the word
"Massachusetts" ,together with the name of the Trust, the words "Trust Seal",
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.
ARTICLE 6
SHARES
SECTION 6.1 ISSUANCE OF SHARES. The Trustees may issue Shares of any or
all Series either in certificated or uncertificated form, they may issue
certificates to the holders of Shares of a Series which was originally issued in
uncertificated form, and if they have issued Shares of any Series in
certificated form, they may at anytime discontinue the issuance of Share
certificates for such Series and may, by written notice to such Shareholders of
such Series require the surrender of their Share certificates to the Trust for
cancellation, which surrender and cancellation shall not affect the ownership of
Shares for such Series.
SECTION 6.2 UNCERTIFICATED SHARES. For any Series of Shares for which
the Trustees issue Shares without certificates, the Trust or the Transfer 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 ease be deemed,
for all purposes hereunder, to be the holders of such Shares as if they had
received certificates therefor and shall be held to have expressly assented and
agreed to the terms hereof and of the Declaration.
SECTION 6.3 SHARE CERTIFICATES. For any Series of Shares for which the
Trustees shall issue Share certificates, each Shareholder of such Series shall
be entitled to a certificate stating the number of Shares owned by him 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 or the Secretary or an Assistant Secretary of the Trust.
Such signatures may be facsimiles if the certificate is countersigned by a
Transfer 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 cease to be such officer before such
certificate is issued, it may be issued by the Trust with the same effect as if
he were such officer at the time of its issue.
SECTION 6.4 LOST, STOLEN, ETC., CERTIFICATES. If any certificated
Shares shall be lost, stolen, destroyed or mutilated, the Trustees may
authorized the issuance of a new certificate or the same tenor and for the same
number of Shares in lieu thereof. The Trustees shall require the surrender of
any mutilated certificate in respect of which a new certificate is issued, and
may, in their discretion, before the issuance of a new certificate, require the
owner of a lost, stolen or destroyed certificate, or the owner's legal
representative, to make an affidavit or affirmation setting forth such facts as
to the loss, theft or destruction as they deem necessary, and to give the Trust
a bond in such reasonable sum as the Trustees direct, in order to indemnify the
Trust.
SECTION 6.5 RECORD TRANSFER OF PLEDGED SHARES. A pledgee of Shares
pledged as collateral security shall be entitled to a new certificate in his
name as pledgee, in the case of certificated Shares, or to be registered as the
holder in pledge of such Shares in the case of uncertificated Shares; provided,
that the instrument of pledge substantially describes the debt or duty that is
intended to be secured thereby. Any such
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new certificate shall express on its face that it is held as collateral
security, and the name of the pledgor shall be stated thereon, and any such
registration of uncertificated Shares shall be in a form which indicates that
the registered holder holds such Shares in pledge. After such issue or
registration, and unless and until such pledge is released, such pledgee and his
successors and assigns shall alone be entitled to the rights of a Shareholder,
and entitled to vote such Shares.
ARTICLE 7
CUSTODIAN
The Trust shall at all times employ a bank or trust company having a
capital, surplus and undivided profits of at least Two Million Dollars
($2,000,000) as Custodian of the capital assets of the Trust. The Custodian
shall be compensated for its services by the Trust upon such basis as shall be
agreed upon from time to time between the Trust and the Custodian.
ARTICLE 8
AMENDMENTS
SECTION 8.1 BY-LAWS SUBJECT TO AMENDMENT. These Bylaws may be altered,
amended or repealed. in whole or in part, at any time by vote of the holders of
a majority of the Shares (or whenever there shall be more than one Series of
Shares, of the holders of a majority of the Shares of each Series) issued,
outstanding and entitled to vote. The Trustees, by vote of a Majority of the
Trustees, may alter, amend or repeal these Bylaws, in whole or in part,
including Bylaws adopted by the Shareholders, except with respect to any
provision hereof which by law, the Declaration or these Bylaws requires action
by the Shareholders. Bylaws adopted by the Trustees may be altered, amended or
repealed by the Shareholders.
SECTION 8.2 NOTICE OF PROPOSAL TO AMEND BYLAWS REQUIRED No proposal to
amend or repeal these Bylaws or to adopt new Bylaws shall be acted upon at a
meeting unless either (i) such proposal is stated in the notice or in the waiver
of notice, as the case may be, of the meeting of the Trustees or Shareholders at
which such action is taken, or (ii) all of the Trustees or Shareholders, as the
case may be, are present at such meeting and all agree to consider such proposal
without protesting the lack of notice.
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