BYLAWS
OF
CASH ACCUMULATION TRUST
REVISED AND RESTATED MAY 27, 2003
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 AGREEMENT AND DECLARATION OF TRUST. These Bylaws shall be subject to the
Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of Cash Accumulation Trust, the Massachusetts
business trust established by the Declaration of Trust (the "Trust").
1.2 PRINCIPAL OFFICE OF THE TRUST. A principal office of the Trust shall be
located in Boston, Massachusetts. The Trust may have such other offices
within or without Massachusetts as the Trustees may determine or as they may
authorize.
ARTICLE 2
Meetings of Trustees
2.1 REGULAR MEETINGS. Regular meetings of the Trustees may be held without
call or notice at such places and at such times as the Trustees may from time
to time determine, provided that notice of the first regular meeting
following any such determination shall be given to absent Trustees. A
regular meeting of the Trustees may be held without call or notice
immediately after and at the same place as the annual meeting of the
shareholders.
2.2 SPECIAL MEETINGS. Special meetings of the Trustees may be held at any
time and at any place designated in the call of the meeting when called by
the Chairman of the Trustees, the President or the Treasurer or by two or
more Trustees, sufficient notice thereof being given to each Trustee by the
Clerk or an Assistant Clerk or by the officer or the Trustees calling the
meeting.
2.3 NOTICE. It shall be sufficient notice to the Trustee of a special
meeting to send notice by mail at least forty-eight hours or by telegram,
telex or telecopy or other electronic facsimile transmission method at least
twenty-four hours before the meeting addressed to the Trustee at his or her
usual or last known business or residence address or to give notice to him or
her in person or by telephone at least twenty-four hours before the meeting.
Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by
him or her before the meeting, is filed with the records of the meeting, or
to any Trustee who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him or her. Neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.
2.4 QUORUM. At any meeting of the Trustees a majority of the Trustees then
in office 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.
ARTICLE 3
Officers
3.1 ENUMERATION: QUALIFICATION. The officers of the Trust shall be a
President, a Treasurer, a Clerk, and such other officers including a Chairman
of the Trustees, if any, as the Trustees from time to time may in their
discretion elect. The Trust may also have such agents as the Trustees from
time to time may in their discretion appoint. The Chairman of the Trustees,
if one is elected, shall be a Trustee and may but need not be a shareholder;
and any other officer may but not need be a Trustee or a shareholder. Any
two or more offices may be held by the same person.
3.2 ELECTION. The President, the Treasurer, and the Clerk shall be elected
annually by the Trustees. Other officers, if any, may be elected or
appointed by the Trustees at said meeting or at any other time. Vacancies in
any office may be filled at any time.
3.3 TENURE. The Chairman of the Trustees, if one is elected, the President,
the Treasurer and the Clerk shall hold office until their respective
successors are chosen and qualified, or in each case until he or she sooner
dies, resigns, is removed or becomes disqualified. Each other officer shall
hold office and each agent shall retain authority at the pleasure of the
Trustees.
3.4 POWERS. Subject to the other provisions of these Bylaws, each officer
shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly
incident to the office occupied
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by him or her as if the Trust were organized as a Massachusetts business
corporation and such other duties and powers as the Trustees may from time to
time designate.
3.5 CHAIRMAN; PRESIDENT. Unless the Trustees otherwise provide, the Chairman
of the Trustees or, if there is none or in the absence of the Chairman, the
President shall preside at all meetings of the shareholders and of the
Trustees. The President shall be the chief executive officer.
3.6 TREASURER. The Treasurer shall be the chief financial and accounting
officer of the Trust, and shall, subject to the provisions of the Declaration
of Trust and to any arrangement made by the Trustees with a custodian,
investment adviser or manager, or transfer, shareholder servicing or similar
agent, be in charge of the valuable papers, books of account and accounting
records of the Trust, and shall have such other duties and powers as may be
designated from time to time by the Trustees or by the President.
3.7 CLERK. The Clerk shall record all proceedings of the shareholders and
the Trustees in books to be kept therefor, which books or a copy thereof
shall be kept at the principal office of the Trust. In the absence of the
Clerk from any meeting of the shareholders or Trustees, an assistant clerk,
or if there be none or if he or she is absent, a temporary clerk chosen at
such meeting shall record the proceedings thereof in the aforesaid books.
3.8 RESIGNATIONS. Any officer may resign at any time by written instrument
signed by him or her and delivered to the Chairman, the President or the
Clerk or to a meeting of the Trustees. Such resignation shall be effective
upon receipt unless specified to be effective at some other time. Except to
the extent expressly provided in a written agreement with the Trust, no
officer resigning and no officer removed shall have any right to any
compensation for any period following his or her resignation or removal, or
any right to damages on account of such removal.
ARTICLE 4
Committees
4.1 QUORUM; VOTING. A majority of the members of any Committee of the
Trustees shall constitute a quorum for the transaction of business, and any
action of such a Committee may be taken at a meeting by a vote of a majority
of the members present (a quorum being present) or evidenced by one or more
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writings signed by such a majority. Members of a Committee may participate
in a meeting of such 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 and participation by such means
shall constitute presence in person at a meeting.
ARTICLE 5
Reports
5.1 GENERAL. The Trustees and officers shall render reports at the time and
in the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall render such additional reports as they may deem
desirable or as may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
6.1 GENERAL. Except as from time to time otherwise provided by the Trustees,
the initial fiscal year of the Trust shall end on such date as is determined
in advance or in arrears by the Treasurer, and subsequent fiscal years shall
end on such date in subsequent years.
ARTICLE 7
Seal
7.1 GENERAL. The seal of the Trust shall consist of a flat-faced die with
the word "Massachusetts", together with the name of the Trust 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 8
Execution of Papers
8.1 GENERAL. Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed
by the President or by the Treasurer and need not bear the seal of the Trust.
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ARTICLE 9
Issuance of Share Certificates
9.1 SHARE CERTIFICATES. In lieu of issuing certificates for shares, the
Trustees 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 certificates for such shares as if they had accepted such
certificates and shall be held to have expressly assented and agreed to the
terms hereof.
The Trustees may at any time authorize the issuance of share
certificates. In that event, each shareholder 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 certificates shall be
signed by the president or vice-president and by the treasurer or assistant
treasurer. Such signatures may be facsimile if the certificate is signed 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.
9.2 LOSS OF CERTIFICATES. In case of the alleged loss or destruction or the
mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees shall prescribe.
9.3 ISSUANCE OF NEW CERTIFICATES TO PLEDGEE. A pledgee of shares transferred
as collateral security shall be entitled to a new certificate if the
instrument of transfer substantially describes the debt or duty that is
intended to be secured thereby. Such new certificates shall express on its
face that it is held as collateral security, and the name of the pledgor
shall be stated thereon, who alone shall be liable as a shareholder and
entitled to vote thereon.
9.4 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any time
discontinue the issuance of share certificates and may, by written notice to
each shareholder, require the surrender of share certificates to the Trust
for cancellation. Such surrender and cancellation shall not effect the
ownership of shares in the Trust.
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ARTICLE 10
Provisions Relating to the Conduct of the Trust's Business
10.1 CERTAIN DEFINITIONS. When used herein the following words shall have
the following meanings: "Distributor" shall mean any one or more
corporations, firms or associations which have distributor's or principal
underwriter's contracts in effect with the Trust providing that redeemable
shares issued by the Trust shall be offered and sold by such Distributor.
"Manager" shall mean any corporation, firm or association which may at the
time have an advisory or management contract with the Trust and any
corporation, firm or association which may at any time have a sub-advisory
contract relating to the Trust with any such Manager.
10.2 LIMITATION ON HOLDINGS BY THE TRUST OF CERTAIN SECURITIES AND ON
DEALINGS WITH OFFICERS OR TRUSTEES. The Trust may not purchase or retain
shares or securities issued by an issuer if one or more of the holders of the
shares or securities issued by an issuer or one or more of the officers or
directors of such issuer is an officer or Trustee of the Trust or officer or
director of the Manager and if one or more of such officers, Trustees or
directors owns beneficially more than 1/2 of 1% of the shares or securities,
or both, of such issuer and such officers, Trustees and directors owning more
than 1/2 of 1% of such shares or securities together own beneficially more 5%
of such shares or securities. Each officer and Trustee of the Trust shall
keep the Treasurer of the Trust informed of the names of all issuers shares
or securities of which are held in the portfolio of the Trust in which such
officer or Trustee owns as much as 1/2 of 1% of the outstanding shares or
securities.
The Trust will not lend any of its assets to the Distributor or Manager
or to any officer or director of the Distributor or Manager or any officer or
Trustee of the Trust, and shall not permit any officer or Trustee or any
officer or director of the Distributor or Manager to deal for or on behalf of
the Trust with himself or herself as principal or agent, or with any
partnership, association or corporation in which he or she has a financial
interest; provided that the foregoing provisions shall not prevent (a)
officers and Trustees of the Trust or officers and directors of the
Distributor or Manager from buying, holding or selling shares in the Trust or
from being partners, officers or directors of or otherwise financially
interested in the Distributor or the Manager; (b) purchases or sales of
securities or other property if such transaction is permitted by or is exempt
or exempted from the provisions of the Investment Company Act of 1940 or any
Rule or Regulation thereunder; (c)
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employment of legal counsel, registrar, transfer agent, shareholder servicing
agent, dividend disbursing agent or custodian who is, or has a partner,
shareholder, officer or director who is, an officer or Trustee of the Trust
or an officer or director of the Distributor or Manager; (d) 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 or an officer or director of the Distributor or Manager is an
officer or director or otherwise financially interested.
10.3 LIMITATION ON DEALING IN SECURITIES OF THE TRUST BY CERTAIN OFFICERS,
TRUSTEES, DISTRIBUTOR OR MANAGER. Neither the Distributor nor Manager, nor
any officer or Trustee of the Trust or officer or director of the Distributor
or Manager shall take long or short positions in securities issued by the
Trust; provided, however, that:
(a) the Distributor may purchase from the Trust and otherwise deal in
shares issued by the Trust pursuant to the terms of its contract with
the Trust;
(b) any officer or Trustee of the Trust or officer or director of the
Distributor or Manager or any trustee or fiduciary for the benefit of
any of them may at any time, or from time to time, purchase from the
Trust or from the Distributor shares issued by the Trust at the price
available to the public or to such officer, Trustee, director, trustee
or fiduciary, no such purchase to be in contravention of any applicable
state or federal requirement; and
(c) the Distributor or the Manager may at any time, or from time to
time, purchase for investment shares issued by the Trust.
10.4 SECURITIES AND CASH OF THE TRUST TO BE HELD BY CUSTODIAN SUBJECT TO
CERTAIN TERMS AND CONDITIONS.
(a) All securities and cash owned by this Trust shall be held by or
deposited with one or more banks or trust companies having (according
to its last published report) not less than $5,000,000 aggregate
capital, surplus and undivided profits (any such bank or trust company
being hereby designated as "Custodian"), provided such a Custodian can
be found ready and willing to act; subject to such rules, regulations
and orders, if any, as the Securities and Exchange Commission may
adopt, this Trust may, or may permit any Custodian to, deposit all or
any part of the Securities owned by this Trust in a system for the
central handling of securities pursuant to which all securities of any
particular class or series of any issue
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deposited within the system may be transferred or pledged by
bookkeeping entry, without physical delivery. The Custodian may
appoint, subject to the approval of the Trustees, one or more
subcustodians.
(b) The Trust shall enter into a written contract with each Custodian
regarding the powers, duties and compensation of such Custodian with
respect to the cash and securities of the Trust held by such Custodian.
Said contract and all amendments thereto shall be approved by the
Trustees.
(c) The Trust shall upon the resignation or inability to serve of any
Custodian or upon change of any Custodian:
(i) in case of such resignation or inability to serve, use its
best efforts to obtain a successor Custodian;
(ii) require that the cash and securities owned by the Trust be
delivered directly to the successor Custodian; and
(iii) in the event that no successor Custodian can be found,
submit to the shareholders before permitting delivery of the cash
Custodian, the question whether the Trust shall be liquidated or
shall function without a Custodian.
10.5 REPORTS TO SHAREHOLDERS: DISTRIBUTIONS FROM REALIZED GAINS. The Trust
shall send to each shareholder of record at least semi-annually a statement
of the condition of the Trust and of the results of its operations,
containing all information required by applicable laws or regulations.
10.6 DETERMINATION OF NET ASSET VALUE PER SHARE. Net asset value per share
of each series of shares of the Trust shall mean: (i) the value of all the
assets of such series; (ii) less total liabilities of such series; (iii)
divided by the number of shares of such series outstanding, in each case at
the time of each determination. The net asset value per share of each series
shall be determined as of the normal close of trading on the New York Stock
Exchange on each day on which such Exchange is open. As of any time other
than the normal close of trading on such Exchange, the Trustees may cause the
net asset value per share last determined to be determined again in a similar
manner or adjusted to reflect changes in market values of securities in the
portfolio, such adjustment to be made on the basis of changes in selected
security prices determined by the Trustees to be relevant to the portfolio of
such series or in averages or in other standard and readily ascertainable
market data, and the Trustees may fix the time when such redetermined or
adjusted net asset value per share of each
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series shall become effective.
In valuing the portfolio investments of any series for determination of
net asset value per share of such series, securities for which market
quotations are readily available shall be valued at prices which, in the
opinion of the Trustees or the person designated by the Trustees to make the
determination, most nearly represent the market value of such securities, and
other securities and assets shall be valued at their fair value as determined
by or pursuant to the direction of the Trustees, which in the case of
short-term debt obligations, commercial paper and repurchase agreements may,
but need not, be on the basis of quoted yields for securities of comparable
maturity, quality and type, or on the basis of amortized cost. Expenses and
liabilities of the Trust shall be accrued each day. Liabilities may include
such reserves for taxes, estimated accrued expenses and contingencies as the
Trustees or their designates may in their sole discretion deem fair and
reasonable under the circumstances. No accruals shall be made in respect of
taxes on unrealized appreciation of securities owned unless the Trustees
shall otherwise determine. Dividends payable by the Trust shall be deducted
as at the time of but immediately prior to the determination of net asset
value per share on the record date therefor.
ARTICLE 11
Shareholders' Voting Powers and Meetings
11.1 VOTING POWER AND MEETINGS. Meetings of the Shareholders may be called
by the Trustees for the purpose of electing Trustees as provided in Article
IV, Section 1 of the Declaration of Trust and for such other purposes as may
be prescribed by law, by the Declaration of Trust or by these Bylaws.
Meetings of the Shareholders may also be called by the Trustees from time to
time for the purpose of taking action upon any other matter deemed by the
Trustees to be necessary or desirable. A meeting of Shareholders may be held
at any place designated by the Trustees. Written notice of any meeting of
Shareholders shall be given or caused to be given by the Trustees by mailing
such notice at least seven days before such meeting, postage prepaid, time
and place of the meeting, to each at the Shareholder's address as it appears
on the records of the Trust. Whenever notice of a meeting is required to be
given to a Shareholder under the Declaration of Trust or these Bylaws, a
written waiver thereof, executed before or after the meeting by such
Shareholder or his attorney thereunto authorized and filed with the records
of the meeting, shall be deemed equivalent to such notice.
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11.2 QUORUM AND REQUIRED VOTE. One-third of the Shares of entitled to vote
on a matter shall be a quorum for the transaction of business with respect to
such matter at a Shareholders' meeting. Any lesser number shall be
sufficient for adjournments. Any adjourned session or sessions may be held,
within a reasonable time after the date set for the original meeting, without
the necessity of further notice. Except when a larger vote is required by any
provision of law or the Declaration of Trust or these Bylaws, a majority of
the Shares voted shall decide any questions and a plurality shall elect a
Trustee, provided that where any provision of law or of the Declaration of
Trust or these Bylaws permits or requires that the holders of any series
shall vote as a series, then a majority of the Shares of that series voted on
the matter (or a plurality with respect to the election of a Trustee) shall
decide that matter insofar as that series is concerned.
11.3 ACTION BY WRITTEN CONSENT. Any action taken by Shareholders may be
taken without a meeting if a majority of Shareholders entitled to vote on the
matter (or such larger proportion thereof as shall be required by any express
provision of law or the Declaration of Trust or these Bylaws) consent to the
action in writing and such written consents are filed with the records of the
meetings of Shareholders. Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.
11.4 RECORD DATES. For the purpose of determining the shareholders who are
entitled to vote or act at any meeting or any adjournment thereof, or who are
entitled to receive payment of any dividend or of any other distribution, the
Trustees may from time to time fix a time, which shall be not more than 90
days before the date of any meeting of shareholders or the date for the
payment of any dividend or of any other distribution, as the record date for
determining the shareholders having the right to notice of and to vote at
such meeting and any adjournment thereof or the right to receive such
dividend or distribution, and in such case only shareholders of record on
such record date shall have such right notwithstanding any transfer of shares
on the books of the Trust after the record date; or without fixing such
record date the Trustees may for any of such purposes close the register or
transfer books for all or any part of such period.
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ARTICLE 12
Amendments to the Bylaws
12.1 GENERAL. These Bylaws may be amended or repealed, in whole or in part,
by a majority of the Trustees then in office at any meeting of the Trustees,
or by one or more writings signed by such a majority.
Revised and Restated May 27, 2003
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