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AMENDMENT NO. 1
to the
AGREEMENT AND DECLARATION OF TRUST
of
COLONIAL MUNICIPAL INCOME TRUST
WHEREAS, Article IX, Section 7 of the Agreement and Declaration of Trust
(the "Declaration of Trust") of Colonial Municipal Income Trust (the "Trust")
dated January 22, 1987 provides that the Declaration of Trust may be amended at
any time by an instrument in writing signed by a majority of the then Trustees
when authorized so to do by a vote of Shareholders holding a majority of the
Shares entitled to vote, except that no amendment may be made under such Section
7 which shall amend, alter, change or repeal any of the provisions of Article
IV, Section 1, Article V, Section IV or paragraph (b) of Article IX, Section 7
unless the amendment effecting such amendment, alteration, change or repeal
shall receive the affirmative vote or consent of at least 66 2/3% of the Shares
entitled to vote; and
WHEREAS, the holders of at least 66 2/3% of the Shares entitled to vote
have authorized this amendment to the Declaration of Trust;
NOW, THEREFORE, the undersigned, being a majority of the Trustees of the
Trust, do hereby amend the Declaration of Trust as follows:
Subsection (c) of Section 2 of Article I of the Declaration of Trust
is amended to read in its entirety as follows:
(c) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided from
time to time or, if more than one class or series of Shares is authorized by the
Trustees, the equal proportionate transferable units into which each class or
series of Shares shall be divided from time to time;
Subsections (g) and (h) of Section 2 of Article I of the
Declaration of Trust are amended to read in their entirety, and new subsections
(i) and (j) are added immediately thereafter, as follows:
(g) "Declaration of Trust" shall mean this Agreement and
Declaration of Trust as amended or restated from time to time;
(h) "By-Laws" shall mean the By-Laws of the Trust as amended
from time to time;
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(i) The term "class" or "class of Shares" refers to the division
of Shares into two or more classes as provided in Article III, Section 1 hereof;
and
(j) The term "series" or "series of Shares" refers to the
division of Shares representing any class into two or more series as provided in
Article III, Section 1 hereof.
Sections 1 and 2 of Article III of the Declaration of Trust are amended to read
in their entirety as follows:
Division of Beneficial Interest
Section 1. The Trustees may, without Shareholder approval, authorize one or
more classes of Shares (which classes may be divided into two or more series),
Shares of each such class or series having such preferences, voting powers,
terms of redemption, if any, and special or relative rights or privileges
(including conversion rights, if any) as the Trustees may determine and as shall
be set forth in the By-Laws. The number of Shares of each class or series
authorized shall be unlimited, except as the By-Laws may otherwise provide, and
the Shares so authorized may be represented in part by fractional shares. The
Trustees may from time to time divide or combine the Shares of any class or
series into a greater or lesser number without thereby changing the
proportionate beneficial interest in the class or series.
Ownership of Shares
Section 2. The ownership of Shares shall be recorded on the books of the
Trust or a transfer or similar agent. No certificates certifying the ownership
of Shares shall be issued except as the Trustees may otherwise determine from
time to time. The Trustees may make such rules as they consider appropriate for
the issuance of Share certificates, the transfer of Shares and similar matters.
The record books of the Trust as kept by the Trust or any transfer or similar
agent, as the case may be, shall be conclusive as to who are the Shareholders of
each class or series and as to the number of Shares of each class or series held
from time to time by each Shareholder.
Sections 1 and 2 of Article IV of the Declaration of Trust are amended to read
in their entirety as follows:
Number of Trustees and Term of Office
Section 1. Subject to the voting powers of one or more classes or series of
Shares set forth in the By-Laws, the number of Trustees shall be such number as
shall be fixed from time to time by a written instrument signed by a majority of
the Trustees, provided, however, that the number of Trustees shall in no event
be less than three (3). No reduction in the number of
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Trustees shall have the effect of removing any Trustee from office prior to the
expiration of his term unless the Trustee is specifically removed pursuant to
Section 2 of this Article at the time of the decrease. The Board of Trustees
shall be divided into three classes. The number of Trustees in each class shall
be determined by resolution of the Board of Trustees. The initial Trustees, each
of whom shall serve until the first meeting of Shareholders at which Trustees
are elected and until his or her successor is elected and qualified, or until he
or she sooner dies, resigns or is removed, shall be Xxxx X. XxXxxxx, Xx. and
such other persons as the Trustee or Trustees then in office shall, prior to any
sale of Shares pursuant to a public offering, appoint. The term of office of all
of the initial Trustees shall expire on the date of the first annual meeting of
Shareholders or special meeting in lieu thereof, which annual or special meeting
shall be called to be held not more than one year after Shares are first sold
pursuant to a public offering. The term of office of the first class shall
expire on the date of the second annual meeting of Shareholders or any special
meeting in lieu thereof. The term of office of the second class shall expire on
the date of the third annual meeting of Shareholders or any special meeting in
lieu thereof. The term of office of the third class shall expire on the date of
the fourth annual meeting of Shareholders or any special meeting in lieu
thereof. Upon expiration of the term of office of each class as set forth above,
the number of Trustees in such class, as determined by the Board of Trustees,
shall be elected for a term expiring on the date of the third annual meeting of
Shareholders or any special meeting in lieu thereof following such expiration to
succeed the Trustees whose terms of office expire. The Trustees shall be elected
at an annual meeting of the Shareholders or a special meeting in lieu thereof,
except as provided in Section 2 of this Article.
Vacancies; Removal
Section 2. Subject to the voting powers of one or more classes or series of
Shares as set forth in the By-Laws, any vacancies occurring in the Board of
Trustees may be filled by the Trustees if, immediately after filling any such
vacancy, at least two-thirds of the Trustees then holding office shall have been
elected to such office by the Shareholders. In the event that at any time less
than a majority of the Trustees then holding office were elected to such office
by the Shareholders, the Trustees shall call a meeting of Shareholders for the
purpose of electing Trustees. At any meeting called for such purpose and subject
to the voting powers of one or more classes or series of Shares as set forth in
the By-Laws, a Trustee may be removed, with or without cause, by vote of the
holders of a majority of the outstanding
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Shares of the classes or series entitled to vote for the election of such
Trustee. By vote of a majority of the Trustees then in office, the Trustees may
remove a Trustee with or without cause.
The first paragraph of Section 4 of Article IV of the Declaration of Trust is
amended to read in its entirety as follows:
Powers
Section 4. Subject to the provisions of this Declaration of Trust, the
business of the Trust shall be managed by the Trustees, and they shall have all
powers necessary or convenient to carry out that responsibility. Without
limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with
this Declaration of Trust providing for the conduct of the business of the Trust
and may amend and repeal them to the extent that such By-Laws do not reserve
that right to the Shareholders of one or more classes or series. Subject to the
voting power of one or more classes or series of Shares as set forth in the
By-Laws, the Trustees may fill vacancies in or add to their number, and may
elect and remove such officers and appoint and terminate such agents as they
consider appropriate; they may appoint from their own number, and terminate, any
one or more committees consisting of two or more Trustees, including an
executive committee which may, when the Trustees are not in session, exercise
some or all of the power and authority of the Trustees as the Trustees may
determine; they may employ one or more custodians of the assets of the Trust and
may authorize such custodians to employ subcustodians and to deposit all or any
part of such assets in a system or systems for the central handling of
securities, retain a transfer agent or a Shareholder services agent, or both,
provide for the distribution of Shares by the Trust, through one or more
principal underwriters or otherwise, set record dates for the determination of
Shareholders with respect to various matters, and in general delegate such
authority as they consider desirable to any officer of the Trust, to any
committee of the Trustees and to any agent or employee of the Trust or to any
such custodian or underwriter.
Sections 1, 2, 3 and 4 of Article V of the Declaration of Trust are amended to
read in their entirety as follows:
Voting Powers
Section 1. Subject to the voting powers of one or more classes or series of
Shares as set forth in the By-Laws, the Shareholders shall have power to vote
only (i) for the election or removal of Trustees as provided in Article IV,
Section 1, (ii) with respect to any Adviser as provided in Article IV, Section
7, (iii) with respect to any termination of this Trust to the
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extent and as provided in Article IX, Section 4, (iv) with respect to any
amendment of this Declaration of Trust to the extent and as provided in Article
IX, Section 7, (v) to the same extent as the stockholders of a Massachusetts
business corporation as to whether or not a court action, proceeding or claim
should or should not be brought or maintained derivatively or as a class action
on behalf of the Trust or the Shareholders, (vi) with respect to such additional
matters relating to the Trust as may be required by law, this Declaration of
Trust, the By-Laws or any registration of the Trust with the Securities and
Exchange Commission (or any successor agency) or any state, or as the Trustees
may consider necessary or desirable. Each whole Share shall be entitled to one
vote as to any matter on which it is entitled to vote and each fractional Share
shall be entitled to a proportionate fractional vote, except as otherwise
provided in the By-Laws. Notwithstanding any other provision of this Declaration
of Trust, on any matter submitted to a vote of Shareholders, all Shares of the
Trust then entitled to vote shall, except as otherwise provided in the By-Laws
or required by law, be voted in the aggregate as a single class without regard
to classes or series of Shares. There shall be no cumulative voting in the
election of Trustees. Shares may be voted in person or by proxy. A proxy with
respect to Shares held in the name of two or more persons shall be valid if
executed by any one of them unless at or prior to exercise of the proxy the
Trust receives a specific written notice to the contrary from any one of them. A
proxy purporting to be executed by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. Until Shares of a particular class or
series are issued, the Trustees may exercise all rights of Shareholders and may
take any action required by law, this Declaration of Trust or the By-Laws to be
taken by Shareholders as to such class or series.
Voting Power and Meetings
Section 2. There shall be an annual meeting of the Shareholders on the date
fixed in the By-Laws at the office of the Trust in Boston, Massachusetts, or at
such other place as may be designated in the call thereof, which call shall be
made by the Trustees. In the event that such meeting is not held in any year on
the date fixed in the By-Laws, whether the omission be by oversight or
otherwise, a subsequent special meeting may be called by the Trustees and held
in lieu of the annual meeting with the same effect as though held on such date.
Special meetings of Shareholders of any or all classes or series may also be
called by the Trustees from time to time for the purpose of taking action upon
any matter requiring the vote or authority of the Shareholders of such
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class or series as herein provided or upon any other matter deemed by the
Trustees to be necessary or desirable. 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, stating
the time, place and purpose of the meeting, to each Shareholder entitled to vote
at such meeting at the Shareholder's address as it appears on the records of the
Trust. If the Trustees shall fail to call or give notice of any meeting of
Shareholders for a period of 30 days after written application by Shareholders
holding at least 10% of the then outstanding Shares of all classes and series
entitled to vote at such meeting requesting a meeting to be called for a purpose
requiring action by the Shareholders as provided herein or in the By-Laws, then
Shareholders holding at least 10% of the then outstanding Shares of all classes
and series entitled to vote at such meeting may call and give notice of such
meeting, and thereupon the meeting shall be held in the manner provided for
herein in case of call thereof by the Trustees.
Quorum and Required Vote
Section 3. Thirty percent (30%) of the Shares entitled to vote on a
particular matter shall be a quorum for the transaction of business on that
matter at a Shareholders' meeting, except that where the By-Laws require that
holders of any class or series shall vote as an individual class or series, then
thirty percent (30%) of the aggregate number of Shares of that class or series
entitled to vote shall be necessary to constitute a quorum for the transaction
of business by that class or series. 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 this
Declaration of Trust or the By-Laws, a majority of the Shares voted shall decide
any questions and a plurality shall elect a Trustee, provided that where the
By-Laws require that the holders of any class or series shall vote as an
individual class or series a majority of the Shares of that class or series
voted on the matter (or a plurality with respect to the election of a Trustee)
shall decide that matter insofar as that class or series is concerned.
Conversion
Section 4. Notwithstanding any other provision of this Declaration of
Trust, the conversion of the Trust from a "closed-end company" to an "open-end
company," as those terms are defined in Sections 5(a)(2) and 5(a)(1),
respectively, of the 1940 Act as in effect on January 1, 1987, shall require the
affirmative vote or consent of the holders of at least 66 2/3% of the
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Shares of each class entitled to vote. Such affirmative vote or consent shall be
in addition to the vote or consent of the holders of the Shares otherwise
required by law or by any agreement between the Trust and any national
securities exchange.
Section 1 of Article VI of the Declaration of Trust is amended to read in its
entirety as follows:
Distributions
Section 1. The Trustees may, but need not, each year distribute to the
Shareholders of any or all classes or series such income and gains, accrued or
realized, as the Trustees may determine, after providing for actual and accrued
expenses and liabilities (including such reserves as the Trustees may establish)
determined in accordance with good accounting practices and subject to the
preferences, special or relative rights and privileges of the various classes or
series of Shares. The Trustees shall have full discretion to determine which
items shall be treated as income and which items as capital and their
determination shall be binding upon the Shareholders. Distributions of each
year's income, if any be made, may be made in one or more payments, which shall
be in Shares, in cash or otherwise and on a date or dates and as of a record
date or dates determined by the Trustees. At any time and from time to time in
their discretion, the Trustees may distribute to the Shareholders as of a record
date or dates determined by the Trustees, in Shares, in cash or otherwise, all
or part of any gains realized on the sale or disposition of property or
otherwise, or all or part of any other principal of the Trust. Each distribution
pursuant to this Section 1 to the Shareholders of a particular class or series
shall be made ratably according to the number of Shares of such class or series
on the applicable record date thereof, provided that no distribution need be
made on Shares purchased pursuant to orders received, or for which payment is
made, after such time or times as the Trustees may determine. Any such
distribution paid in Shares will be paid at the net asset value thereof as
determined in accordance with Section 2 of this Article VI, or at such other
value as may be specified by the By-Laws or as the Trustees may from time to
time determine, subject to applicable laws and regulations then in effect.
The first paragraph of Section 2 of Article VI of the Declaration of Trust is
amended to read in its entirety as follows:
Determination of Net Asset Value
Section 2. At such times as the Trust shall have outstanding only one class
or series of Shares, the term "net asset value" of the Shares shall mean:
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(i) the value of all the assets of the Trust; (ii) less total liabilities of the
Trust; (iii) divided by the number of Shares outstanding, in each case at the
time of each determination. Any fractions involved in the computation of net
asset value per share shall be adjusted to the nearer cent unless the Trustees
shall determine to adjust such fractions to a fraction of a cent. At such times
as the Trust shall have outstanding more than one class or series of Shares, the
term "net asset value" of the Shares shall have such meaning, with respect to
the Shares of any particular class or series of Shares, as shall from time to
time be specified in the By-Laws.
Section 4 of Article IX of the Declaration of Trust is amended to read in its
entirety as follows:
Duration and Termination of Trust
Section 4. Unless terminated as provided herein, the Trust shall continue
without limitation of time. Subject to the voting powers of one or more classes
or series of Shares as set forth in the By-Laws, the Trust may be terminated at
any time by vote of Shareholders holding at least 66 2/3% of the Shares entitled
to vote or by the Trustees by written notice to the Shareholders.
Upon termination of the Trust, after paying or otherwise providing for all
charges, taxes, expenses and liabilities, whether due or accrued or anticipated,
of the Trust as may be determined by the Trustees, the Trust shall in accordance
with such procedures as the Trustees consider appropriate reduce the remaining
assets to distributable form in cash or shares or other property, or any
combination thereof, and distribute the proceeds to the Shareholders, ratably
according to the number of Shares held by the several Shareholders on the date
of termination, except to the extent otherwise required or permitted by the
preferences and special or relative rights and privileges of any classes or
series of Shares.
Section 7 of Article IX of the Declaration of Trust is amended to read in its
entirety as follows:
Amendments
Section 7. (a) Except to the extent that the By-Laws or applicable law may
require a higher vote or the separate vote of one or more classes or series of
Shares, and except as provided in paragraph (b) of this Section 7, this
Declaration of Trust may be amended at any time by an instrument in writing
signed by a majority of the then Trustees (1) when authorized so to do by a vote
of Shareholders holding a majority of the Shares entitled to vote or (2) without
Shareholder approval as may be necessary or desirable in order to authorize one
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or more classes or series of Shares as provided in Section 1 of Article III.
Amendments having the purpose of changing the name of the Trust or of supplying
any omission, curing any ambiguity or curing, correcting or supplementing any
defective or inconsistent provision contained herein shall not require
authorization by Shareholder vote.
(b) Except to the extent that the By-Laws or applicable law may
require a higher vote or the separate vote of one or more classes or series of
Shares, no amendment may be made under this Section 7 which shall amend, alter,
change or repeal any of the provisions of Article IV, Section 1, Article V,
Section 4 or this paragraph (b) unless the amendment effecting such amendment,
alteration, change or repeal shall receive the affirmative vote or consent of at
least 66 2/3% of the Shares entitled to vote. Such affirmative vote or consent
shall be in addition to the vote or consent of the holders of Shares otherwise
required by law or by the terms of any agreement between the Trust and any
national securities exchange.
The foregoing amendment shall become effective as of the time this
instrument is filed with the Secretary of State of The Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the undersigned have hereunder set their hands in
Boston, Massachusetts, this 4th day of August, 1989.
Xxxxxxx X. Ireland, Jr. Xxxx X. Xxxxxxxxx
Xxxx X. XxXxxxx, Xx. Xxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx, Xx.
Commonwealth of Massachusetts)
)ss.
County of Suffolk )
Then personally appeared the above named Trustees and executed the attached
Amendment No. 1 to the Agreement and Declaration of Trust of Colonial Municipal
Income Trust, as their free act and deed, before me, this 4th day of August,
1989.
Xxxxx X. Xxxxx
Notary Public
My commission expires: Xxxxx 0, 0000
00
XXXXXXX (x)
Amended Sec. 4.3: 5/24/87
Sec. 3.1: 1/22/88
Amended Sec. 2.5 & Retyped: 10/12/90
Amended Sec. 8: 12/31/91
Amended Sec. 11: 10/9/92
Amended Section 3.1, paragraph 2: 2/16/96
BY-LAWS
OF
COLONIAL MUNICIPAL INCOME TRUST
Section 1
Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These By-Laws shall be subject to the
Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of Colonial Municipal Income Trust, a Massachusetts
business Trust established by the Declaration of Trust (the "Trust").
1.2 Principal Office of the Trust. The principal office of the Trust shall be
located in Boston, Massachusetts.
Section 2
Shareholders
2.1 Shareholder Meetings. The annual meeting of the shareholders of the Trust
shall be held between April 1 and April 30 in each year, beginning in 1988, on a
date and at a time within that period set by the Trustees. A special meeting of
the shareholders of the Trust may be called at any time by the Trustees, by the
president or, if the Trustees and the president shall fail to call any meeting
of shareholders for a period of 30 days after written application of one or more
shareholders who hold at least 10% of all outstanding shares of the Trust, then
such shareholders may call such meeting. Each call of a meeting shall state the
place, date, hour and purposes of the meeting.
2.2 Place of Meetings. All meetings of the shareholders shall be held at the
principal office of the Trust, or, to the extent permitted by the Declaration of
Trust, at such other place within the United States as shall be designated by
the Trustees or the president of the Trust.
2.3 Notice of Meetings. A written notice of each meeting of shareholders,
stating the place, date and hour and the purposes of the meeting, shall be given
at least seven days before the meeting to each shareholder entitled to vote
thereat by leaving such notice with him or at his residence or usual place of
business or by mailing it, postage prepaid, and addressed to
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such shareholder at his address as it appears in the records of the Trust. Such
notice shall be given by the secretary or an assistant secretary or by an
officer designated by the Trustees. No notice of any meeting of shareholders
need be given to a shareholder if a written waiver of notice, executed before or
after the meeting by such shareholder or his attorney thereunto duly authorized,
is filed with the records of the meeting.
2.4 Ballots. No ballot shall be required for any election unless requested by a
shareholder present or represented at the meeting and entitled to vote in the
election.
2.5 Proxies. Shareholders entitled to vote may vote either in person or by
proxy in writing dated not more than six months before the meeting named
therein, which proxies shall be filed with the secretary or other person
responsible to record the proceedings of the meeting before being voted. Unless
otherwise specifically limited by their terms, such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting but shall not be
valid after the final adjournment of such meeting. The placing of a
shareholder's name on a proxy pursuant to telephonic or electronically
transmitted instructions obtained pursuant to procedures reasonably designed to
verify that such instruction have been authorized by such shareholder shall
constitute execution of such proxy by or on behalf of such shareholder.
Section 3
Trustees
3.1 Committees and Advisory Board. The Trustees may appoint from their number
an executive committee and other committees. Except as the Trustees may
otherwise determine, any such committee may make rules for conduct of its
business. The Trustees may appoint an advisory board to consist of not less than
two nor more than five members. The members of the advisory board shall be
compensated in such manner as the Trustees may determine and shall confer with
and advise the Trustees regarding the investments and other affairs of the
Trust. Each member of the advisory board shall hold office until the first
meeting of the Trustees following the next meeting of the shareholders and until
his successor is elected and qualified, or until he sooner dies, resigns, is
removed, or becomes disqualified, or until the advisory board is sooner
abolished by the Trustees.
In addition, the Trustees may appoint a Dividend Committee of not less than
three persons, who may (but need not) be Trustees.
No special compensation shall be payable to members of the Dividend
Committee. Each member of the Dividend Committee will hold office until the
successors are elected and qualified or until the member dies, resigns, is
removed, becomes disqualified or until the Committee is abolished by the
Trustees.
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3.2 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.
3.3 Special Meetings. Special meeting of the Trustees may be held at any time
and at any place designated in the call of the meeting, when called by the
president or the treasurer or by two or more Trustees, sufficient notice thereof
being given to each Trustee by the secretary or an assistant secretary or by the
officer or one of the Trustees calling the meeting.
3.4 Notice. It shall be sufficient notice to a Trustee to send notice by mail
at least forty-eight hours or by telegram 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 or after 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.
3.5 Quorum. At any meeting of the Trustees one-third of the Trustees then in
office shall constitute a quorum; provided, however, a quorum shall not be less
than two. 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.
Section 4
Officers and Agents
4.1 Enumeration; Qualification. The officers of the Trust shall be a president,
a treasurer, a secretary and such other officers, if any, as the Trustees from
time to time may in their discretion elect or appoint. The Trust may also have
such agents, if any, as the Trustees from time to time may in their discretion
appoint. Any officer may be but none need be a Trustee or shareholder. Any two
or more offices may be held by the same person.
4.2 Powers. Subject to the other provisions of these By-Laws, 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 his or
her office 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, including without limitation the power to make
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purchases and sales of portfolio securities of the Trust pursuant to
recommendations of the Trust's investment adviser in accordance with the
policies and objectives of the Trust set forth in its prospectus and with such
general or specific instructions as the Trustees may from time to time have
issued.
4.3 Election. The president, the treasurer and the secretary shall be elected
annually by the Trustees at their first meeting following the annual meeting of
the shareholders. Other elected officers are elected by the Trustees. Assistant
officers are appointed by the elected officers.
4.4 Tenure. The president, the treasurer and the secretary 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 at the pleasure of the Trustees. Each agent
shall retain his or her authority at the pleasure of the Trustees.
4.5 President and Vice Presidents. The president shall be the chief executive
officer of the Trust. The president shall preside at all meetings of the
shareholders and of the Trustees at which he or she is present, except as
otherwise voted by the Trustees. Any vice president shall have such duties and
powers as shall be designated from time to time by the Trustees.
4.6 Treasurer and Controller. The treasurer shall be the chief financial
officer of the Trust and subject to any arrangement made by the Trustees with a
bank or trust company or other organization as custodian or transfer or
shareholder services agent, shall be in charge of its valuable papers and shall
have such duties and powers as shall be designated from time to time by the
Trustees or by the president. Any assistant treasurer shall have such duties and
powers as shall be designated from time to time by the Trustees.
The Controller shall be the chief accounting officer of the Trust and shall
be in charge of its books of account and accounting records. The Controller
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.
4.7 Secretary and Assistant Secretaries. The secretary shall record all
proceedings of the shareholders and the Trustees in books to be kept therefor,
which books shall be kept at the principal office of the Trust. In the absence
of the secretary from any meeting of shareholders or Trustees, an assistant
secretary, or if there be none or he or she is absent, a temporary clerk chosen
at the meeting shall record the proceedings thereof in the aforesaid books.
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Section 5
Resignations and Removals
Any Trustee, officer or advisory board member may resign at any time by
delivering his or her resignation in writing to the president, the treasurer or
the secretary or to a meeting of the Trustees. The Trustees may remove any
officer elected by them with or without cause by the vote of a majority of the
Trustees then in office. Except to the extent expressly provided in a written
agreement with the Trust, no Trustee, officer, or advisory board member
resigning, and no officer or advisory board member 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.
Section 6
Vacancies
A vacancy in any office may be filled at any time. Each successor shall
hold office for the unexpired term, and in the case of the president, the
treasurer and the secretary, until his or her successor is chosen and qualified,
or in each case until he or she sooner dies, resigns, is removed or becomes
disqualified.
Section 7
Shares of Beneficial Interest
7.1 Share Certificates. Each shareholder shall be entitled to a certificate
stating the number of shares owned by him or her, in such form as shall be
prescribed from time to time by the Trustees. Such certificate shall be signed
by the president or a vice president and by the treasurer or an assistant
treasurer. Such signatures may be facsimiles 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 have ceased to be such officer before such
certificate is issued, it may be issued by the Trust with the same effect as if
he or she were such officer at the time of its issue.
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.
7.2 Loss of Certificates. In the 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 may prescribe.
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7.3 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 affect the ownership of
shares in the Trust.
Section 8
Record Date and Closing Transfer Books
The Trustees may fix in advance a time, which shall not be more than 90
days before the date of any meeting of shareholders or the date for the payment
of any dividend or making of any other distribution to shareholders, as the
record date for determining the shareholders having the right to notice 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 transfer books for all or any
part of such period.
Section 9
Seal
The seal of the Trust shall, subject to alteration by the Trustees, consist
of a flat-faced circular 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.
Section 10
Execution of Papers
Except as the Trustees may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts and other obligations made, accepted or endorsed by
the Trust shall be signed, and all transfers of securities standing in the name
of the Trust shall be executed, by the president or by one of the vice
presidents or by the treasurer or by whomsoever else shall be designated for
that purpose by the vote of the Trustees and need not bear the seal of the
Trust.
Section 11
Fiscal Year
Except as from time to time otherwise provided by the Trustees, President,
Secretary, Controller or Treasurer, the fiscal year of the Trust shall end on
November 30.
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Section 12
Amendments
These By-Laws 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.
