EX-99.B-2 4 a2084554zex-99_b2.txt EXHIBIT 99.B.2 THE UBS FUNDS CERTIFICATE OF VICE PRESIDENT AND ASSISTANT SECRETARY I, David M. Goldenberg, Vice President and Assistant Secretary of The UBS Funds ("Trust"), hereby certify that the Board of Trustees ("Board") of the Trust duly adopted the following resolutions by unanimous written consent dated April 25, 2002 and that by adopting such resolutions amended the By-Laws of the Trust dated August 9, 1993 in accordance with Article IX of the By-Laws: "WHEREAS, the Board has previously acted to authorize the holding of a Special Meeting of Shareholders (the "Special Meeting") of the series of the Trust (the "Funds"), to be held on June 5, 2002; and WHEREAS, in conjunction with holding the Special Meeting, management of the Trust has recommended amending the Trust's By-laws, as amended from time to time (the "By-laws"), so as to permit the shareholders of the Trust to submit executed proxies for the Special Meeting via electronic and other means; and WHEREAS, management of the Trust has indicated that the expansion of the permissible means for executing and submitting proxies by shareholders is in the best interest of the Trust, the Funds and their shareholders, as it will result in a more efficient and timely tabulation of the shareholders' votes on the matters presented at the Special Meeting; NOW, THEREFORE, BE IT RESOLVED that Section 7 of the By-laws, which presently provides: SECTION 7. VOTING. Each shareholder shall have one vote for each full share and a fractional vote for each fractional share of stock having voting power held by such shareholder on the record date set pursuant to Section 5 on each matter submitted to a vote at a meeting of shareholders. Such vote may be made in person or by proxy. At all meetings of the shareholders, a quorum being present, all matters shall be decided by majority vote of the shares of beneficial interest entitled to vote 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 Investment Company Act of 1940, as from time to time amended, 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; be amended to state: SECTION 7. VOTING. Each shareholder shall have one vote for each full share and a fractional vote for each fractional share of stock having voting power held by such shareholder on the record date set pursuant to Section 5 on each matter submitted to a vote at a meeting of shareholders. Such vote may be made in person or by proxy. At all meetings of the shareholders, a quorum being present, all matters shall be decided by majority vote of the shares of beneficial interest entitled to vote 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 Investment Company Act of 1940, as from time to time amended, or the Declaration of Trust, a different vote is required, in which case such express provision shall control the decision of such question. Every shareholder entitled to vote for Trustees or on any other matter that may properly come before the meeting shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by the shareholder and filed with the Secretary of the Trust; PROVIDED, that an alternative to the execution of a written proxy may be permitted as described in the next paragraph of this Section 7. A proxy shall be deemed executed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or 2 otherwise) by the shareholder or the shareholder's attorney-in-fact. An attorney-in-fact relationship between the shareholder and the shareholder's attorney-in-fact may be created by any electronic, telegraphic, telephonic, computerized, telecommunications or other reasonable alternative means. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless revoked by the shareholder executing it, or using one of the permitted alternatives to execution, described in the next paragraph, by a written notice delivered to the Secretary of the Trust prior to the exercise of the proxy or by the shareholder's attendance and vote in person at the meeting; PROVIDED, HOWEVER, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise expressly provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of the General Corporation Law of the State of Delaware. With respect to any shareholders' meeting, the Board, or, in case the Board does not act, the President, any Vice President or the Secretary, may permit proxies by any electronic, telephonic, computerized, telecommunications or other reasonable alternative to the execution of a written instrument authorizing the holder of the proxy to act. A proxy with respect to shares held in the name of two or more persons shall be valid if executed, or a permitted alternative to execution is used, by any one of them unless, at or prior to the exercise of the proxy, the Secretary of the Trust receives a specific written notice to the contrary from any one of them. 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; and FURTHER RESOLVED, that the appropriate officers of the Trust, with the advice of Trust counsel, be, and each of them hereby is, authorized 3 and directed to take any and all actions that the officer, in the officer's sole discretion, deems necessary and appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions, the necessity or appropriateness thereof being conclusively proven by the actions taken by such officer or officers, to effectuate the foregoing resolutions and to carry out the purposes thereof; and FURTHER RESOLVED, that the appropriate officers of the Trust, be, and each of them hereby is, authorized and directed to revise the Trust's proxy statement on Schedule 14A under the Securities Exchange Act of 1934, as amended, as appropriate to reflect the aforementioned amendment; and FURTHER RESOLVED, that this consent may be executed in one or more counterparts, each of which shall be deemed an original, and when taken together shall constitute one and the same instrument; and FURTHER RESOLVED, that this consent shall be filed with the minutes of the Trust." Dated: July 1, 2002 By: /s/ DAVID M. GOLDENBERG ----------------------- David M. Goldenberg Vice President and Assistant Secretary The UBS Funds New York, New York (ss) Subscribed and sworn to before me this 1st day of July, 2002. /S/ EVELYN DE SIMONE Notary Public 4