Document/Exhibit Description Pages Size
1: 485BPOS Post-Effective Amendment #15 190 1.11M
2: EX-1.(A) Agreement and Declaration of Trust 47 154K
3: EX-1.(D) Certificate of Designation 8 26K
4: EX-1.(E) Certificate of Designation 7 26K
5: EX-2 By-Laws 14 49K
6: EX-4.(A) Trust Certificate 2 11K
7: EX-4.(C) Certificate 2 9K
8: EX-4.(D) Certificate 2 12K
9: EX-4.(E) Certificate 2 9K
10: EX-5.(A) Investment Management Agreement 6 24K
11: EX-5.(B) Investment Management Agreement 6 24K
12: EX-5.(C) Investment Management Agreement 6 24K
13: EX-5.(D) Investment Management Agreement 6 23K
14: EX-5.(E) Investment Management Agreement 6 23K
15: EX-5.(F) Investment Management Agreement 6 23K
16: EX-5.(G) Investment Management Agreement 6 23K
17: EX-6 Distribution Agreement 8 29K
18: EX-8.(A) Custody Agreement 42 71K
19: EX-8.(C) Amend. No. 1 to Custody Agreement 2 10K
20: EX-9 Transfer Agency Agreement 16 50K
21: EX-10.(A) Material Contract 2 16K
22: EX-11 Consent of Independent Accountants 1 9K
23: EX-13.(A) Purchase Agreement 2 11K
24: EX-13.(C) Purchase Agreement 2 11K
25: EX-13.(D) Purchase Agreement 2 11K
EXHIBIT 2
THE ALGER VARIABLE INSURANCE PRODUCTS FUND
------------------
By-Laws
------------------
THE ALGER VARIABLE INSURANCE PRODUCTS FUND
By-Laws
Index
Page No.
RECITALS ...................................... 1
ARTICLE 1 - SHAREHOLDERS AND SHAREHOLDERS' MEETINGS ....... 1
Section 1.1 Meetings ............................. 1
Section 1.2 Presiding Officer; Secretary.......... 1
Section 1.3 Authority of Chairman of
Meeting to Interpret Declaration
and By-Laws ....................... 1
Section 1.4 Voting; Quorum ....................... 2
Section 1.5 Inspectors ........................... 2
Section 1.6 Shareholders' Action in Writing ...... 2
ARTICLE 2 - TRUSTEES AND TRUSTEES' MEETINGS ................ 2
Section 2.1 Number of Trustees ................... 2
Section 2.2 Regular Meetings of Trustees ......... 2
Section 2.3 Special Meetings of Trustees ......... 3
Section 2.4 Notice of Meetings ................... 3
Section 2 5 Quorum ............................... 3
Section 2.6 Participation by Telephone ........... 3
Section 2.7 Location of Meetings ................. 4
Section 2.8 Votes ................................ 4
Section 2.9 Rulings of Chairman ................. 4
Section 2.10 Trustees' Action in Writing .......... 4
Section 2.11 Resignations ......................... 4
Page No.
ARTICLE 3 - OFFICERS ...................................... 4
Section 3.1 Officers of the Trust ................ 4
Section 3.2 Time and Terms of Election ........... 4
Section 3.3 Resignation and Removal .............. 4
Section 3.4 Fidelity Bond ........................ 5
Section 3.5 Chairman of the Trustees ............. 5
Section 3.6 Vice Chairmen ........................ 5
Section 3.7 President ............................ 5
Section 3.8 Vice Presidents ...................... 5
Section 3.9 Treasurer and Assistant
Treasurers ......................... 6
Section 3.10 Controller and Assistant
Controllers ........................ 6
Section 3.11 Secretary and Assistant
Secretaries ........................ 6
Section 3.12 Substitutions ........................ 7
Section 3.13 Execution of Deeds, etc .............. 7
Section 3.14 Power to Vote Securities ............. 7
ARTICLE 4 - COMMITTEES ..................................... 7
Section 4.1 Power of Trustees to
Designate Committees ............... 7
Section 4.2 Rules for Conduct of
Committee Affairs .................. 8
Section 4.3 Trustees may Alter, Abolish,
etc., Committees ................... 8
Section 4.4 Minutes; Review by Trustees .......... 8
ARTICLE 5 - SEAL ........................................... 8
ARTICLE 6 - SHARES ......................................... 8
Section 6.1 Issuance of Shares ................... 8
Section 6.2 Uncertificated Shares ................ 9
Page No.
Section 6.3 Share Certificates 9
Section 6.4 Lost, Stolen, etc.,
Certificates ....................... 9
Section 6.5 Record Transfer of
Pledged Shares ..................... 9
ARTICLE 7 - CUSTODIAN ..................................... 10
ARTICLE 8 - AMENDMENTS .................................... 10
Section 8.1 By-Laws Subject to Amendment ......... 10
Section 8.2 Notice of Proposal to
Amend By-Laws Required ............. 10
THE ALGER VARIABLE INSURANCE PRODUCTS FUND
BY-LAWS
These Articles are the By-Laws of The Alger Variable Insurance Products
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 6th day of April,
1988, and filed in the office of the Secretary of the Commonwealth. These
By-Laws 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 By-Laws, 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 Act. 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 meeting 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 Chairman of the Trustees,
or in his absence the Vice Chairman or Chairmen, if any, in the order of their
seniority or as the Trustees shall otherwise determine, and in the absence of
the Chairman and all Vice Chairmen, if any, the President, shall preside at each
Shareholders' meeting as chairman of the meeting, or in the absence of the
Chairman, all Vice Chairmen and 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
By-Laws. At any Shareholders' meeting the chairman of the meeting shall be
empowered to determine the construction or interpretation of the Declaration or
these By-
- 2 -
Laws, 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 Declaration. 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 Act or the Regulations, but the chairman
of the meeting may in his discretion authorize any matter to be voted upon by
ballot.
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 case 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 I
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, authorized by the
Declaration, 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 without call or notice at such places and at such times as
the Trustees may from time to time
- 3 -
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 Chairman of
the Trustees, any Vice Chairman, 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 at 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 Chairman of the Trustees, or in his absence the Vice
Chairman or Vice Chairmen, any, in the order of their seniority or as the
Trustees shall otherwise determine, or in the absence of the Chairman and all
Vice Chairmen, if any, the President, shall preside at each meeting of the
Trustees as chairman of the meeting.
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.
- 4 -
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' meetings may be conducted orally,
by show of hands or, if requested by any Trustee, by written ballot. 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 ruling on all procedural matters shall be final.
SECTION 2.10. Trustees' Action in Writing. Nothing in this Article II
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 any time by written
instrument signed by him 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.
ARTICLE 3
OFFICERS
SECTION 3.1. Officers of the Trust. The officers of the Trust shall
consist of a Chairman of the Trustees, a President, a Treasurer and a Secretary,
and may include one or more Vice Chairmen, 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 Chairman and
any Vice Chairmen, no officer need be a Trustee.
SECTION 3.2. Time and Terms of Election. The Chairman, 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, indefinitely, as determined by the Trustees, and shall be subject to
removal, with or without cause, at any time by the Trustees.
SECTION 3.3. Resignation and Removal. Any officer may resign at any time
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
- 5 -
resignation shall not be necessary to make it effective. If the office of any
officer or agent becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office or otherwise, the Trustees may choose 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.
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. Chairman of the Trustees. Unless the Trustees otherwise
provide, the Chairman of the Trustees shall preside at all meetings of the
Shareholders and of the Trustees. The Chairman, subject to the supervision of
the Trustees, shall have general charge and supervision of the business,
property and affairs of the Trust and such other powers and duties as the
Trustees may prescribe, and unless otherwise provided by law, the Declaration,
these By-Laws or specific vote of the Trustees, shall have and may exercise all
of the powers given to the Trustees by the Declaration and by these By-Laws.
SECTION 3.6. Vice Chairmen. If the Trustees shall elect one or more Vice
Chairmen, the Vice Chairman or if there shall be more than one, such Vice
Chairmen in the order of their seniority or as otherwise designated by the
Trustees, shall preside at meetings of the Shareholders and of the Trustees, and
shall exercise such other powers and duties of the Chairman as the Trustees
shall determine.
SECTION 3.7. President. The President shall be the chief administrative
officer of the Trust and, subject to the supervision of the Chairman, shall have
general charge of the operations of the Trust and general supervision of the
personnel of the Trust, and such other powers and duties as the Trustees or the
Chairman shall prescribe. In the absence or disability of the Chairman, the
President shall exercise the powers and duties of the Chairman, except to the
extent that the Trustees shall have delegated such powers and duties to the Vice
Chairman or Chairmen, and except that he shall not preside at meetings of the
Trustees if he is not himself a Trustee.
SECTION 3.8. 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 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,
- 6 -
and shall do and perform such other duties as the Trustees, the Chairman or the
president shall direct.
SECTION 3.9. 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 or the Chairman, 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 By-Laws. 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 or the Chairman, shall have
the powers and duties of the Treasurer.
SECTION 3.10. 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 or the Chairman, shall have the powers and duties of the
Controller.
SECTION 3.11. 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 perform 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
- 7 -
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 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 or the Chairman, shall have the powers and
duties of the Secretary.
SECTION 3.12. 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 3.13. 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 Chairman, the President, one of the Vice
Presidents or the Treasurer.
SECTION 3.14. 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 present. 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 those which by law, by the Declaration or by these By-Laws may not
be delegated; provided, that the Executive Committee shall not be empowered to
elect the Chairman of the Trustees, the President, the Treasurer or the
Secretary, to amend the By-Laws, to exercise the powers or the Trustees under
this Section 4.1 or under Section 4.3 hereof, or to perform any act for which
the action of a
- 8 -
Majority of the Trustees is required by law, by the Declaration or by these
By-Laws. 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 IV 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 conducted, 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 any time 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 keep records of its
meetings and shall report its actions to the Trustees.
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 or Shares of a Series which was originally issued in
uncertificated form, and if they have issued Shares of any Series in
uncertificated form, they may at any time 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
- 9 -
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 case 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 Chairman or a Vice Chairman, or 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 certificate for
certificated Shares shall be lost, stolen, destroyed or mutilated, the Trustees
may authorize the issuance of a new certificate of 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 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 or uncertificated Shares shall be
in a form which indicates that the registered holder holds such
- 10 -
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 By-Laws 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 By-Laws, in whole or in part,
including By-Laws adopted by the Shareholders, except with respect to any
provision hereof which by law, the Declaration or these By-Laws requires action
by the Shareholders. By-Laws adopted by the Trustees may be altered, amended or
repealed by the Shareholders.
SECTION 8.2. Notice of Proposal to Amend By-Laws Required. No proposal
to amend or repeal these By-Laws or to adopt new By-Laws 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.
4 Subsequent Filings that Reference this Filing
↑Top
Filing Submission 0000930413-98-000494 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., May 16, 3:37:02.2am ET