COLUMBIA FUNDS TRUST VIII
(FORMERLY LIBERTY-STEINROE INCOME TRUST)
BY-LAWS
TABLE OF CONTENTS
ARTICLE I. AGREEMENT AND DECLARATION OF TRUST, LOCATION OF OFFICES AND SEAL
Section 1.01. Agreement and Declaration of Trust.........................1
Section 1.02. Principal Office...........................................1
Section 1.03. Seal.......................................................1
ARTICLE II. BOARD OF TRUSTEES
Section 2.01. Number and Term of Office..................................1
Section 2.02. Power to Declare Dividends.................................1
Section 2.03. Annual and Regular Meetings................................2
Section 2.04. Special Meetings...........................................3
Section 2.05. Notice.....................................................3
Section 2.06. Waiver of Notice...........................................3
Section 2.07. Quorum and Voting..........................................3
Section 2.08. Action Without a Meeting...................................3
ARTICLE III. EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 3.01. How Constituted............................................4
Section 3.02. Powers of the Executive Committee..........................4
Section 3.03. Other Committees of the Board of Trustees..................4
Section 3.04. Proceedings, Quorum and Manner of Acting...................4
Section 3.05. Other Committees...........................................4
Section 3.06. Action Without a Meeting...................................4
Section 3.07. Waiver of Notice...........................................5
ARTICLE IV. OFFICERS
Section 4.01. General....................................................5
Section 4.02. Election, Term of Office and Qualifications................5
Section 4.03. Resignation................................................5
Section 4.04. Removal....................................................5
Section 4.05. Vacancies and Newly Created Offices........................6
Section 4.06. Chairman of the Board......................................6
Section 4.07. President..................................................6
Section 4.08. Executive Vice-Presidents and Vice-Presidents..............6
Section 4.09. Senior Vice-President......................................6
Section 4.10. Treasurer and Assistant Treasurers.........................7
Section 4.11. Secretary and Assistant Secretaries........................7
Section 4.12. Controller and Assistant Controllers.......................7
Section 4.13. Subordinate Officers.......................................7
Section 4.14. Remuneration...............................................8
Section 4.15. Surety Bonds...............................................8
ARTICLE V. CUSTODY OF SECURITIES
Section 5.01. Employment of a Custodian..................................8
Section 5.02. Provisions of Custodian Contract...........................8
Section 5.03. Action upon Termination of Custodian Contract..............9
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ARTICLE VI. EXECUTION OF INSTRUMENTS, RIGHTS AS SECURITY HOLDER
Section 6.01. General...................................................10
Section 6.02. Checks, Notes, Drafts, Etc................................10
Section 6.03. Rights as Security Holder.................................10
ARTICLE VII. SHARES OF BENEFICIAL INTEREST
Section 7.01. Certificates..............................................10
Section 7.02. Uncertificated Shares.....................................11
Section 7.03. Transfers of Shares.......................................11
Section 7.04. Registered Shareholders...................................11
Section 7.05. Transfer Agents and Registrars............................11
Section 7.06. Fixing of Record Date.....................................12
Section 7.07. Lost, Stolen, or Destroyed Certificates...................12
Section 7.08. Resumption of Issuance of Certificates/
Cancellation of Certificates.............................12
ARTICLE VIII. FISCAL YEAR, ACCOUNTANT
Section 8.01. Fiscal Year...............................................13
Section 8.02. Accountants...............................................13
ARTICLE IX. AMENDMENTS
Section 9.01. General...................................................13
Section 9.02. By Shareholders Only......................................13
ARTICLE X. MISCELLANEOUS
Section 10.01. Restrictions and Limitations.............................13
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COLUMBIA FUNDS TRUST VIII
(FORMERLY STEINROE INCOME TRUST)
BY-LAWS
(By-Laws Adopted by Board of Trustees on January 3, 1986
as amended through August 11, 2004)
ARTICLE I
AGREEMENT AND DECLARATION OF TRUST,
LOCATION OF OFFICES AND SEAL
Section 1.01. Agreement and Declaration of Trust. These By-Laws shall be
subject to the Agreement and Declaration of Trust as now in effect or
hereinafter amended ("Declaration of Trust") of COLUMBIA FUNDS TRUST VIII, a
Massachusetts business trust established by the Declaration of Trust (the
"Trust").
Section 1.02. Principal Office. A principal office of the Trust shall be
located in Boston, Massachusetts. The Trust may also maintain a principal office
in the City of Chicago, State of Illinois. The Trust may, in addition, establish
and maintain such other offices and places of business as the Board of Trustees
may from time to time determine.
Section 1.03. Seal. The seal of the Trust shall be circular in form and
shall bear the name of the Trust, the word "Massachusetts," and the year of its
organization. The form of the seal shall be subject to alteration by the Board
of Trustees and the seal may be used by causing it or a facsimile to be
impressed or affixed or printed or otherwise reproduced. Any officer or Trustee
of the Trust shall have authority to affix the seal of the Trust to any document
requiring the same. Unless otherwise required by the Board of 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 II.
BOARD OF TRUSTEES
Section 2.01. Number and Term of Office. The Board of Trustees shall
initially consist of the initial sole Trustee, which number may be increased or
subsequently decreased by a resolution of a majority of the entire Board of
Trustees, provided that the number of Trustees shall not be less than one nor
more than twenty-one. Each Trustee (whenever selected) shall hold office until
the next meeting of shareholders called for the purposes of electing Trustees
and until his successor is elected and qualified or until his earlier death,
resignation, or removal. Each Trustee shall retire on December 31 of
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the year during which the Trustee becomes age 74. The initial Trustee shall be
the person designated in the Declaration of Trust.
Section 2.02. Power to Declare Dividends.
(a) The Board of Trustees, from time to time as it may deem
advisable, may declare and pay dividends to the shareholders of any series of
the Trust in cash or other property of that series, out of any source available
to that series for dividends, according to the respective rights and interests
of shareholders of that series and in accordance with the applicable provisions
of the Declaration of Trust.
(b) The Board of Trustees may prescribe from time to time that
dividends declared on shares of a series may be payable at the election of any
of the shareholders of that series (exercisable before the declaration of the
dividend), either in cash or in shares of that series; provided that the net
asset value of the shares received by a shareholder electing to receive
dividends in shares (determined as of such time as the Board of Trustees shall
have prescribed in accordance with the Declaration of Trust) shall not exceed
the full amount of cash to which the shareholder would be entitled if he elected
to receive cash.
(c) The Board of Trustees shall cause any dividend payment to
shareholders of a series to be accompanied by a written statement if wholly or
partly from any source other than:
(i) such series' accumulated undistributed net income
[determined in accordance with generally accepted accounting principles and the
rules and regulations then in effect of the Securities and Exchange Commission
or any other governmental body having similar jurisdiction over the Trust (the
"SEC")] and not including profits or losses realized upon the sale of securities
or other properties of the series; or
(ii) the series' net income so determined for the current or
preceding fiscal year.
Such statement shall adequately disclose the source or sources of such payment
and the basis of calculation and shall be in such form as the SEC may prescribe.
Section 2.03. Annual and Regular Meetings. Annual and regular meetings
of the Board of Trustees may be held without call or notice and at such places
at such times as the Board of 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. Members of the Board of Trustees or any committee
designated thereby may participate in a meeting of such Board or committee by
means of a conference telephone or other communications equipment, by means of
which all persons participating in the meeting can hear each other at the same
time. Participation by such means
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shall constitute presence in person at a meeting; provided, however, that the
Board of Trustees shall not enter into, renew, or perform any contract or
agreement, written or oral, whereby a person undertakes regularly to serve or
act as investment adviser with respect to any series of the Trust unless the
terms of such contract or agreement and any renewal thereof have been approved
by the vote of a majority of Trustees who are not parties to such contract or
agreement or interested persons of any such party, which votes shall be cast at
a meeting called for the purpose of voting on such approval at which such
persons are physically present.
Section 2.04. Special Meetings. Special meetings of the Board of
Trustees shall be held whenever called and at such place and time determined by
the President, Executive Vice-President or Secretary (or, in the absence or
disability of the President, Executive Vice-President and Secretary, by any
Vice-President), the Board Chair or a majority of the Trustees then in office,
at the time and place specified in the respective notices or waivers of notice
of such meetings.
Section 2.05. Notice. If notice of a meeting of the Board of Trustees is
required or desired to be given, notice stating the time and place shall be
mailed to each Trustee at his residence or regular place of business at least
five days before the day on which the meeting is to be held or caused to be
delivered to him personally or to be transmitted to him by telephone, telegraph,
cable, or wireless at least one day before the meeting.
Section 2.06. Waiver of Notice. No notice required or desired to be
given of any meeting need be given to any Trustee who attends such meeting in
person or to any Trustee who waives notice of such meeting in writing (which
waiver shall be filed with records of such meeting), whether before or after the
time of the meeting.
Section 2.07. Quorum and Voting. At all meetings of the Board of
Trustees, the presence of one-third of the number of Trustees then in office
shall constitute a quorum for the transaction of business; provided, however, a
quorum shall not be less than the lesser of two Trustees or 100% of all Trustees
then in office. In the absence of a quorum, a majority of the Trustees present
may adjourn the meeting without further notice, from time to time, until a
quorum shall be present. The action of a majority of the Trustees present at a
meeting at which a quorum is present shall be the action of the Board of
Trustees, unless the concurrence of a greater proportion is required for such
action by law, by the Declaration of Trust, or by these By- Laws.
Section 2.08. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Trustees may be taken without a
meeting, if written consents thereto are signed by a majority of the members of
the Board, unless the consent of a larger number is required pursuant to
applicable law in which case the
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consents of such number shall be required, and such written consents are filed
with the minutes of proceedings of the Board of Trustees.
ARTICLE III.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 3.01. How Constituted. By resolution adopted by the Board of
Trustees, the Board may designate one or more committees, including an Executive
Committee, each of which shall consist of at least two Trustees. Each member of
a committee shall be a Trustee and shall hold office during the pleasure of the
Board.
Section 3.02. Powers of the Executive Committee. Unless otherwise
provided by resolution of the Board of Trustees, the Executive Committee shall
have and may exercise all powers of the Board of Trustees in the management of
the business and affairs of the Trust that may lawfully be exercised by an
executive committee, except the power to recommend to shareholders any matter
requiring shareholder approval, amend the Declaration of Trust or By-Laws, or
approve any merger or share exchange that does not require shareholder approval.
Section 3.03. Other Committees of the Board of Trustees. To the extent
provided by resolution of the Board, other committees of the Board shall have
and may exercise any of the powers that may lawfully be granted to the Executive
Committee.
Section 3.04. Proceedings, Quorum and Manner of Acting. In the absence
of 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 except that, in the case of a committee (other than
the Executive Committee) consisting of two Trustees, one Trustee shall
constitute a quorum unless the Board by resolution specifies that a quorum for
that committee shall consist of two Trustees. In the absence of any member of
any such committee, the members thereof present at any meeting, whether or not
they constitute a quorum, may appoint a member ofthe Board of Trustees to act in
the place of such absent member.
Section 3.05. Other Committees. The Board of Trustees may appoint other
committees, each consisting of one or more persons, who need not be Trustees.
Each such committee shall have such powers and perform such duties as may be
assigned to it from time to time by the Board of Trustees, but shall not
exercise any power which may lawfully be exercised only by the Board of Trustees
or a committee thereof.
Section 3.06. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of any committee may be taken without a meeting, if
written consents thereto are signed by a majority of the members of the
committee unless the consent of a
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larger number is required pursuant to applicable law in which case the consents
of such number shall be required, and such written consents are filed with the
minutes of proceedings of the Board of Trustees or of the committee.
Section 3.07. Waiver of Notice. Whenever any notice of the time, place
or purpose of any meeting of any committee is required to be given under the
provisions of any applicable law or under the provisions of the Declaration of
Trust or these By-Laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice and filed with the records of the meeting,
whether before or after the holding of such meeting, or actual attendance at the
meeting in person, shall be deemed equivalent to the giving of such notice to
such persons.
ARTICLE IV.
OFFICERS
Section 4.01. General. The officers of the Trust shall be a President, a
Secretary, a Senior Vice-President, a Treasurer and a Controller, and may
include one or more Executive Vice-Presidents, Vice-Presidents, Assistant
Secretaries, Assistant Treasurers or Assistant Controllers and such other
officers as may be appointed in accordance with the provisions of Section 4.13
hereof. The Board of Trustees may elect, but shall not be required to elect, a
Chairman of the Board.
Section 4.02. Election, Term of Office and Qualifications. The officers
of the Trust (except those appointed pursuant to Section 4.13 hereof) shall be
chosen by the Board of Trustees at its first meeting or such subsequent meetings
as shall be held prior to its first annual meeting and thereafter annually. If
any officers are not chosen at any annual meeting, such officers may be chosen
at any subsequent regular or special meeting of the Board. Except as provided in
Sections 4.03, 4.04 and 4.05 hereof, each officer chosen by the Board of
Trustees shall hold office until the next annual meeting of the Board of
Trustees and until his successor shall have been chosen and qualified or until
his earlier death. Any person may hold one or more offices of the Trust except
the offices of President and Vice-President, but no officer shall execute,
acknowledge, or verify an instrument in more than one capacity, if such
instrument is required by law, by the Declaration of Trust, or by these By-Laws
to be executed, acknowledged or verified by two or more officers. The Chairman
of the Board, if any, shall be chosen from among the Trustees of the Trust and
may hold such office only so long as he continues to be a Trustee. No other
officer need be a Trustee.
Section 4.03. Resignation. Any officer may resign his office at any time
by delivering a written resignation to the Board of Trustees, the President, the
Secretary, or any Assistant Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
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Section 4.04. Removal. Any officer may be removed from office, whenever
in the Board's judgment the best interest of the Trust will be served thereby,
by the vote of a majority of the Board of Trustees given at any regular or
special meeting. In addition, any officer or agent appointed in accordance with
the provisions of Section 4.13 hereof 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.
Section 4.05. Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification,
or other cause, or if any new office shall be created, such vacancy or newly
created office may be filled by the Board of Trustees at any regular or special
meeting or, in the case of any office created pursuant to Section 4.13 hereof,
by any officer upon whom such power shall have been conferred by the Board of
Trustees. An officer chosen by the Board of Trustees to fill a vacancy or a
newly created office shall serve until the next annual meeting of the Board of
Trustees and until his successor shall have been chosen and qualified or until
his earlier death, resignation or removal.
Section 4.06. Board Chair. The Trustees shall annually elect one of
their number to serve as their chair. The Board Chair shall hold such position
until his or her successor is chosen and qualified, or until he or she sooner
dies, resigns, is removed or becomes disqualified. The Board Chair shall hold
such position at the pleasure of the Trustees. The Board Chair shall preside at
all meetings of the Trustees at which he or she is present and shall perform any
other duties and responsibilities prescribed from time to time by the Trustees.
In the absence of the Board Chair, or in the event that such position is vacant,
the Trustees present at the meeting shall designate one of their number to
preside at such meeting. The Board Chair shall not be considered an officer of
the Trust.
Section 4.07. President. The President shall be the chief executive
officer and shall preside at all shareholders' meetings except as otherwise
voted by the Board of Trustees. Subject to the supervision of the Board of
Trustees, he shall have the general charge of the business, affairs and property
of the Trust and general supervision over its other officers, employees and
agents.
Section 4.08. Executive Vice-Presidents and Vice-Presidents. The Board
of Trustees may from time to time elect one or more Executive Vice-Presidents
and one or more Vice-Presidents, who shall have such powers and perform such
duties as from time to time may be assigned to them by the Board of Trustees or
the President. At the request of the President, the Executive Vice-President,
and if no Executive Vice-President is present or able, the Vice-President may
perform all the duties of the President and, when so acting, shall
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have all the powers of and be subject to all the restrictions upon the
President. If there are two or more Executive Vice-Presidents or
Vice-Presidents, the earliest elected to the more senior office present and able
shall perform the duties of the President in his absence or disability.
Section 4.09. Senior Vice-President. The Senior Vice-President shall be
the principal financial officer of the Trust and shall have general charge of
the finances and books of account of the Trust. Except as otherwise provided by
the Board of Trustees, he shall have general supervision of the funds and
property of the Trust and of the performance by the Custodian of its duties with
respect thereto. 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 Senior Vice-President; and as soon as possible after the close
of each fiscal year he shall make and submit to the Board of Trustees a like
report for such fiscal year. He shall perform all the acts incidental to the
office of Senior Vice-President,subject to the control of the Board of Trustees.
Atthe request of any Executive Vice-President, or if noExecutive Vice-President
is present or able, the Senior Vice-President may perform all of the duties of
the Executive Vice-President (except to the extent that such duties have
otherwise been delegated by or pursuant to these By-Laws) and, when so acting,
shall have all the powers of and be subject to all the restrictions upon the
Executive Vice-President.
Section 4.10. Treasurer and Assistant Treasurers. The Treasurer and any
Assistant Treasurer may perform such duties of the Senior Vice-President as the
Senior Vice-President or the Board of Trustees may assign, and, in the absence
of the Senior Vice-President, may perform all the duties of the Senior
Vice-President.
Section 4.11. Secretary and Assistant Secretaries. The Secretary shall
attend to the giving and serving of all notices of the Trust and shall record
all proceedings of the meetings of the shareholders, Trustees, the Executive
Committee and other committees, in a book to be kept for that purpose. He shall
keep in safe custody the seal of the Trust, and shall have charge of the records
of the Trust, including the share books and such other books and papers as the
Board of Trustees may direct and such books, reports, certificates and other
documents required by law to be kept, all of which shall, at all reasonable
times, be open to inspection by any Trustee. He shall perform all the acts
incidental to the office of Secretary, subject to the control of the Board of
Trustees.
Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Board of Trustees may assign, and, in the absence of the
Secretary, he may perform all the duties of the Secretary.
Controller and Chief Accounting Officer. The controller shall be the
officer of the Trust primarily responsible for ensuring all
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expenditures of the Trust are reasonable and appropriate. The controller shall
be responsible for oversight and maintenance of liquidity and leverage
facilities available to the Trust and shall have such other duties and powers as
may be designated from time to time by the Trustees or the president.
The chief accounting officer of the Trust shall be in charge of its books and
accounting records. The chief accounting officer shall be responsible for
preparation of financial statements of the Trust and shall have such other
duties and powers as may be designated from time to time by the Trustees or the
president.
Any assistant controller may perform such duties of the controller as the
controller or the Board of Trustees may assign, of the controller.
Section 4.13. Subordinate Officers. The Board of Trustees from time to
time may appoint such other officers or agents as it may deem advisable, each of
whom shall have such title, hold office for such period, have such authority and
perform such duties as the Board of Trustees may determine. The Board of
Trustees from time to time may delegate to one or more officers or agents the
power to appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.
Section 4.14. Remuneration. The salaries, if any, or other compensation
of the officers of the Trust shall be fixedfrom time to time by resolution of
the Board of Trustees, except that the Board of Trustees may by resolution
delegate to any person or group of persons the power to fix the salaries or
other compensation of any subordinate officers or agents appointed in accordance
with the provisions of Section 4.13 hereof.
Section 4.15. Surety Bonds. The Board of Trustees may require any
officer or agent of the Trust to execute a bond to the Trust [including, without
limitation, any bond required by the Investment Company Act of 1940, or any rule
or regulation thereunder, all as now in effect or as hereafteramended or added
(the "1940 Act") and the rules and regulations of the SEC] in such sum and with
such surety or sureties as the Board of Trustees may determine, conditioned upon
the faithful performance of his duties to the Trust, including responsibility
for negligence or securities that may come into his hands.
ARTICLE V.
CUSTODY OF SECURITIES
Section 5.01. Employment of a Custodian. The Trust shall place and at
all times maintain in the custody of a Custodian (including any sub-custodian
for the Custodian) all securities owned by the Trust and cash representing the
proceeds from sales of securities owned by the Trust and of capital stock or
other units of beneficial interest
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issued to the Trust, payments of principal upon securities owned by the Trust,
or capital distribution in respect to capital stock or other units of beneficial
interest owned by the Trust, pursuant to a written contract with such Custodian.
The Custodian shall be a bank or trust company having not less than $2,000,000
aggregate capital, surplus and undivided profits (as shown in its last published
report).
Section 5.02. Provisions of Custodian Contract. The Custodian contract
shall be upon such terms and conditions and may provide for such compensation as
the Board of Trustees deems necessary or appropriate, provided such contract
shall further provide that the Custodian shall deliver securities owned by the
Trust only upon sale of such securities for the account of the Trust and receipt
of payment therefor by the Custodian or when such securities may be called,
redeemed, retired, or otherwise become payable. Such limitations shall not
prevent:
(a) the delivery of securities for examination to the broker
selling the same in accord with the "street delivery" custom whereby such
securities are delivered to such broker in exchange for a delivery receipt
exchanged on the same day for an uncertified check of such broker to be
presented on the same day for certification;
(b) the delivery of securities of an issuer in exchange for
or for conversion into other securities alone or cash and other securities,
pursuant to any plan of merger, consolidation, reorganization, recapitalization,
or readjustment of the securities of such issuer;
(c) the conversion by the Custodian of securities owned by
the Trust, pursuant to the provisions of such securities, into other securities;
(d) the surrender by the Custodian of warrants, rights, or
similar securities owned by the Trust in the exercise of such warrants, rights,
or similar securities, or the surrender of interim receipts or temporary
securities for definitive securities;
(e) the delivery of securities as collateral on borrowing
effected by the Trust; or
(f) the delivery of securities owned by the Trust as a
redemption in kind of securities issued by the Trust.
The Custodian shall deliver funds of the Trust for the purchase of
securities for the portfolio of the Trust only upon the delivery of such
securities to the Custodian, but such limitation shall not prevent the release
of funds by the Custodian for redemption of shares issued by the Trust, for
payment of interest, dividend disbursements, taxes or management fees, for
payments in connection with the conversion, exchange or surrender of securities
owned by the Trust as
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set forth in subparagraphs (b), (c) and (d) above or for operating expenses of
the Trust.
The term "security" shall be broadly construed and shall include,
without limitation, the various types of securities set forth in Section
3(a)(10) of the Securities Exchange Act of 1934.
Section 5.03. Action upon Termination of Custodian Contract. The
contract of employment of the Custodian may be terminated by either party on 60
days' written notice to the other party. Upon termination of the Custodian
contract, resignation of the Custodian, or inability of the Custodian to
continue to serve, the Board of Trustees shall use its best efforts to obtain a
successor custodian. If a successor custodian is found, the Trust shall require
the retiring Custodian to deliver the cash and securities owned by the Trust
directly to the successor custodian. In the event that no successor custodian
which has the required qualifications and is willing to serve can be found, the
Board of Trustees shall call a special meeting of the shareholders to submit to
the shareholders, before delivery of the cash and securities owned by the Trust
to other than a successor custodian, the question of whether the Trust shall
function without a custodian or shall be liquidated.
ARTICLE VI.
EXECUTION OF INSTRUMENTS, RIGHTS AS SECURITY HOLDER
Section 6.01. General. All deeds, documents, transfers, contracts,
agreements and other instruments requiring execution by the Trust shall be
signed by the President, any Executive Vice-President, any Senior
Vice-President, any Vice-President, the Controller, the Secretary, or the
Treasurer, or as the Board of Trustees may otherwise, from time to time,
authorize. Any such authorization may be general or confined to specific
instances.
Section 6.02. Checks, Notes, Drafts, Etc. Except as otherwise authorized
by the Board of Trustees, all checks and drafts for the payment of money shall
be signed in the name of the Trust by the Custodian, and all requisitions or
orders for the payment of money by the Custodian or for the issue of checks and
drafts therefor, all promissory notes, all assignments of shares or securities
standing in the name of the Trust and all requisitions or orders for the
assignment of shares or securities standing in the name of the Custodian or its
nominee, or for the execution of powers to transfer the same, shall be signed in
the name of the Trust by not less than two of its officers. Promissory notes,
checks, or drafts payable to the Trust may be endorsed only to the order of the
Custodian or its agent.
Section 6.03. Rights as Security Holder. Unless otherwise ordered by the
Board of Trustees, any officer shall have full power and authority on behalf of
the Trust to (1) exercise (or waive) any and all rights, powers and privileges
incident to the ownership of any
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securities or other obligations which may be owned by the Trust; and (2) attend
and to act and to vote, or in the name of the Trust to execute proxies to vote,
at any meeting of security holders of any company in which the Trust may hold
securities. At any such meeting, any officer shall possess and may exercise (in
person or by proxy) any and all rights, powers and privileges incident to the
ownership ofsuch securities.
ARTICLE VII.
SHARES OF BENEFICIAL INTEREST
Section 7.01. Certificates. The Trust shall not issue share certificates
after October 31, 1989. Any certificate issued by the Trust (or a predecessor to
the Trust) to a shareholder prior to November 1, 1989 shall continue to
represent and certify the number, kind, series and class of full shares owned by
him in the Trust. Each certificate is valid if signed by the President or a
Vice-President and countersigned by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer and sealed with the seal. The signatures
may be either manual or facsimile signatures and the seal may be either
facsimile or any other form of seal. In case any officer who has signed any
certificate ceases to be an officer of the Trust before the certificate was
issued, the certificate nevertheless has the same effect as if the officer had
not ceased to be such officer as of the date of its issue.
Section 7.02. Uncertificated Shares. The Trust's share ledger shall be
deemed to represent and certify the number of full and/or fractional shares of a
series owned of record by a shareholder in those instances where a certificate
for such shares has not been issued.
Section 7.03. Transfers of Shares. Shares of any series of the Trust
shall be transferable on the books of the Trust at the request of the record
holder thereof in person or by a duly authorized attorney, upon presentation to
the Trust or its transfer agent of a duly executed assignment or authority to
transfer, or proper evidence of succession, and, if the shares are represented
by a certificate, a duly endorsed certificate or certificates of shares
surrendered for cancellation, and with such proof of the authenticity of the
signatures as the Trust or its transfer agent may reasonably require, provided,
whether or not such shares are represented by any certificate or certificates of
shares, that:
(a) the Trust has no duty to inquire into adverse claims or
has discharged any such duty;
(b) any applicable law relating to the collection of taxes
has been complied with; and
(c) the transfer is in fact rightful or is to a bona fide
purchaser.
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The transfer shall be recorded on the books of the Trust and the old
certificates, if any, shall be cancelled.
Section 7.04. Registered Shareholders. The Trust shall be entitled to
treat the holder of record of shares of each series as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Commonwealth of Massachusetts.
Section 7.05. Transfer Agents and Registrars. The Board of Trustees may,
from time to time, appoint or remove transfer agents and/or registrars of
transfers of shares of the Trust, and it may appoint the same person as both
transfer agent andregistrar. Upon any such appointment being made, all
certificates representing shares thereafter issued shall be countersigned by one
of such transfer agents or by one of such registrars of transfers or by both and
shall not be valid unless so countersigned. If the same person shall be both
transfer agent and registrar, only one countersignature by such person shall be
required.
Section 7.06. Fixing of Record Date. The Board of Trustees may fix in
advance a date as a record date for the determination of the shareholders of any
series entitled to notice of or to vote at any meeting of such shareholders or
any adjournment thereof, or to express consent to Trust action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion, or exchange of shares of such series, or for the purpose of other
lawful action, provided that such record date shall not be more than 90 days,
and, in the case of a meeting of shareholders, not less than 10 days, prior to
the date on which the particular action requiring such determination of
shareholders of such series is to be taken. In such case only such shareholders
as shall be shareholders of record of such series on the record date so fixed
shall be entitled to such notice of, and to vote at, such meeting or
adjournment, or to give such consent, or to receive payment of such dividend or
other distribution, or to receive such allotment of rights, or to exercise such
rights, or to take such other action, as the case may be, notwithstanding any
transfer or redemption of any shares of such series on the books of the Trust
after any such record date. If no record date has been fixed for the
determination of shareholders the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day on which notice of the meeting is mailed,
which shall not be more than 90 days before the meeting, or, if notice is waived
by all shareholders entitled thereto, at the close of business on the tenth day
before the day on which the meeting is held.
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Section 7.07. Lost, Stolen, or Destroyed Certificates. Before
transferring on the books of the Trust shares represented by a certificate that
is alleged to have been lost, stolen, or destroyed, the Board of Trustees or any
officer authorized by the Board may, in its or his discretion, require the owner
of the lost, stolen, or destroyed certificate (or his legal representative) to
give the Trust a bond or other indemnity, in such form and in such amount as of
the Board or any such officer may direct and with such surety or sureties as may
be satisfactory to the Board or any such officer, sufficient to indemnify the
Trust against any claim that may be made against it on account of the alleged
loss, theft, or destruction of any such certificate.
Section 7.08. Resumption of Issuance of Certificates/Cancellation of
Certificates. The Trustees may at any time resume the issuance of share
certificates. The Trustees may, by written notice to each shareholder, require
the surrender of share certificates to the Trust for cancellation. Such
surrender and cancellation shall not affect the ownership of shares in the
Trust.
ARTICLE VIII.
FISCAL YEAR, ACCOUNTANT
Section 8.01. Fiscal Year. The fiscal year of each series of shares of
the Trust shall be established by the Board of Trustees.
Section 8.02. Accountants. For each series of the shares of the Trust,
the Trust shall employ an independent public accountant or firm of independent
public accountants as the Accountant for such series to examine and certify or
issue its report on the financial statements of that series of the Trust. Each
Accountant's certificates and reports shall be addressed both to the Board of
Trustees and to the shareholders of the applicable series.
ARTICLE IX.
AMENDMENTS
Section 9.01. General. Except as provided in Section 9.02 hereof, all
By-Laws of the Trust, whether adopted by the Board of Trustees or the
shareholders, shall be subject to amendment, alteration, or repeal, and new
By-Laws may be made, by the affirmative vote of a majority of either:
(a) the holders of record of the outstanding shares of the
Trust entitled to vote at any meeting, the notice or waiver of notice of which
shall have specified or summarized the proposed amendment, alteration, repeal,
or new By-Law; or
(b) the Trustees, at any regular or special meeting.
Section 9.02. By Shareholders Only.
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(a) No amendment of any section of these By-Laws shall be
made except by the shareholders of the Trust, if the By-Laws provide that such
section may not be amended, altered or repealed except by the shareholders.
(b) From and after the issue of any shares of the Trust to
the public, no amendment of this Article IX or Article X shall be made except by
the shareholders of the Trust.
ARTICLE X.
MISCELLANEOUS
Section 10.01. Restrictions and Limitations.
(a) Except as hereinafter provided, no officer or Trustee of
the Trust, no partner (or stockholder of a partner), officer, director, or
stockholder of the investment adviser of the Trust (as that term is defined in
the 0000 Xxx) or of any underwriter of the Trust, and no investment adviser or
underwriter of the Trust shall take long or short positions in the securities
issued by the Trust. The foregoing provision shall not prevent the purchase from
the Trust of shares of any series issued by the Trust by any person at the price
available to shareholders of the Trust generally at the time of such purchase,
or as described in the current Prospectus of the Trust, or prior to commencement
of the public offering of shares of the Trust, at the net asset value of such
shares.
(b) The Trust shall not lend assets of the Trust to any
officer or Trustee of the Trust or to any partner (or stockholder of any
partner), officer, director, or shareholder of, or person financially interested
in, the investment adviser or any underwriter of the Trust, or to the investment
adviser of the Trust or to any underwriter of the Trust.
(c) The Trust shall not restrict the transferability or
negotiability of the shares of the Trust, except in conformity with the
statements with respect thereto contained in the Trust's Registration Statement,
and not in contravention of such rules and regulations as the Securities and
Exchange Commissionmay prescribe.
(d) The Trust shall not permit any officer or Trustee of the
Trust, or any officer, director, or partner (or stockholder of a partner) of the
investment adviser or any underwriter of the Trust to deal for or on behalf of
the Trust with himself as principal or agent, or with any partnership,
association, or trust in which he has a financial interest; provided that the
foregoing provisions shall not prevent (1) officers and Trustees of the Trust
from buying, holding, or selling shares in the Trust, or from being officers or
directors of or otherwise financially interested in the investment adviser or
any underwriter of the Trust; (2) purchases or sales of securities or other
property by the Trust from or to an affiliated person or to the investment
adviser or any underwriter of the Trust, if such
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transaction is not exempt from applicable provisions of the 1940 Act; (3)
purchases of investments for the portfolio of the Trust through a securities
dealer who is, or one or more of whose partners, stockholders, officers, or
directors is, an officer or Trustee of the Trust, if such transactions are
handled in the capacity of broker only and commissions charged do not exceed
customary brokerage charges for such services; (4) employment of legal counsel,
registrar, transfer agent, dividend disbursing agent, or custodian who is, or
has a partner, stockholder, officer, or director who is, an officer or Trustee
of the Trust, if only customary fees are charged for services to the Trust; (5)
sharing statistical, research, legal and management expenses and office hire and
expenses with any other investment company in which an officer or Trustee of the
Trust is an officer, trustee, or director or otherwise financially interested.
END OF BY-LAWS
