Amended and Restated: 8/23/96
BY-LAWS
OF
LFC UTILITIES 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 LFC Utilities Trust, a Massachusetts
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.
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Section 2. Interestholders
2.1 Interestholder Meetings. A meeting of the holders of interests
("Interests") in the Trust or of any one or more series or classes of
Interests 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
Interestholders for a period of 30 days after written application of
one or more Interestholders who hold at least 10% of all outstanding
Interests in the Trust, if holders of all series are required under the
Declaration of Trust to vote in the aggregate and not by individual
series at such meeting, or of any series or class, if holders of such
series or class are entitled under the Declaration of Trust to vote by
individual series or class at such meeting, then such holders may call
such meeting. If the meeting is a meeting of the holders of one or more
series or classes of Interests, but not a meeting of all
interestholders of the Trust, then only the holders of such one or more
series or classes shall be entitled to notice of and to vote at the
meeting. Each call of a meeting shall state the place, date, hour and
purpose of the meeting.
2.2 Place of Meetings. All meetings of the Interestholders 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
Interestholders, stating the place, date and hour and the purposes of
the meeting, shall be given at least ten days and not more than 60 days
before the meeting to each holder entitled to vote thereat by leaving
such notice with him or her or at his or her residence or usual place
of business or by mailing it, postage prepaid, and addressed to such
holder at his or her 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 Interestholders need be given to a holder if a written waiver of
notice, executed before or after the meeting by such holder or his or
her 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 an Interestholders present or
represented at the meeting and entitled to vote in the election.
2.5 Proxies. Interestholders 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 an Interestholder's name on a proxy pursuant to
telephonic or electronically transmitted instructions obtained pursuant
to procedures reasonably designed to verify that such instructions have
been authorized by such holder shall constitute execution of such proxy
by or on behalf of such holder.
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 Interestholders and until
his or her successor is elected and qualified, or until he or she
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.
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 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 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 Interestholder. 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 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
that series of shares 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. 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 Interestholders 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 other duties and powers as
may 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 Interestholders 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
Interestholders 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.
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. Interests
7.1 Certificates. No certificates certifying the ownership of Interests
shall be issued except as the Trustees may otherwise authorize. In the
event that the Trustees authorize the issuance of such certificates,
subject to the provisions of Section 7.3, each Interestholder shall be
entitled to a certificate stating the amount of Interests 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 Interests, the Trustees or the
transfer agent may either issue receipts therefor or keep accounts upon
the books of the Trust for the record holders of such Interests, who
shall in either case be deemed, for all purposes hereunder, to be the
holders of certificates for such Interests 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 certificate representing Interests, a duplicate
certificate may be issued in place thereof, upon such terms as the
Trustees may prescribe.
7.3 Discontinuance of Issuance of Certificates. The Trustees may at any
time discontinue the issuance of certificates and may, by written
notice to each Interestholder, require the surrender of certificates to
the Trust for cancellation. Such surrender and cancellation shall not
affect the ownership of Interests in the Trust.
7.4 Non-Transferability of Interests. Interest shall not be transferable.
Except as otherwise provided by law, the Trust shall be entitled to
recognize the exclusive right of a person in whose name Interests stand
on the record of holders as the owner of such Interests for all
purposes, including, without limitation, the rights to receive
distributions, and to vote as such owner, and the Trust shall not be
bound to recognize any equitable or legal claim to or interest in any
such Interests on the part of any other person.
Section 8. Record Date and Closing Transfer Books
The Trustees may fix in advance a time, which shall not be more than 60 days
before the date of any meeting of Interestholders or the date for the payment of
any dividend or making of any other distribution to Interestholders, as the
record date for determining the Interestholders 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 Interestholders of record on
such record date shall have such right, notwithstanding any transfer of
Interests 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
October 31.
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.
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