EXHIBIT 2
STEINROE VARIABLE INVESTMENT TRUST
BY-LAWS
(As Amended and Restated Through October 5, 1988)
ARTICLE I. AGREEMENT AND DECLARATION OF TRUST, LOCATION OF
OFFICES AND SEAL
Section 1.01. Agreement and Declaration of Trust........1
1.02. Principal Office..........................1
1.03. Seal......................................1
ARTICLE II. BOARD OF TRUSTEES
Section 2.01. Number and Term of Office.................1
2.02. Power to Declare Dividends................2
2.03. Annual and Regular Meetings...............2
2.04. Special Meetings..........................2
2.05. Notice....................................3
2.06. Waiver of Notice..........................3
2.07. Quorum and Voting.........................3
2.08. Action Without a Meeting..................3
ARTICLE III. EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 3.01. How Constituted...........................3
3.02. Powers of the Executive Committee.........4
3.03. Other Committees of the Board of Trustees.4
3.04. Proceedings, Quorum and Manner of Acting..4
3.05. Other Committees..........................4
3.06. Action Without a Meeting..................4
3.07. Waiver of Notice..........................4
ARTICLE IV. OFFICERS
Section 4.01. General...................................5
4.02. Term of Office and Qualifications.........5
4.03. Resignation...............................5
4.04. Removal...................................5
4.05. Chairman of the Board.....................5
4.06. Powers and Duties of the President........6
4.07. Powers and Duties of Vice-Presidents......6
4.08. Powers and Duties of the Treasurer........6
4.09. Powers and Duties of the Secretary........7
4.10. Powers and Duties of Assistant Treasurers.7
4.11. Powers and Duties of Assistant
Secretaries.............................7
4.12. Remuneration..............................7
4.13. Surety Bonds..............................7
ARTICLE V. CUSTODY OF SECURITIES
Section 5.01. Employment of a Custodian.................7
5.02. Provisions of Custodian Contract..........8
ARTICLE VI. EXECUTION OF INSTRUMENTS, RIGHTS AS SECURITY
HOLDER
Section 6.01. General...................................8
6.02. Rights as Security Holder.................8
ARTICLE VII. SHARES OF BENEFICIAL INTEREST
Section 7.01. Certificates..............................9
7.02. Uncertificated Shares.....................9
7.03. Transfers of Shares.......................9
7.04. Registered Shareholders...................9
7.05. Transfer Agents and Registrars...........10
7.06. Fixing of Record Date....................10
7.07. Lost, Stolen, or Destroyed Certificates..10
7.08. Discontinuance of Issuance of
Certificates.............................11
ARTICLE VIII. FISCAL YEAR, ACCOUNTANT
Section 8.01. Fiscal Year..............................11
8.02. Accountants..............................11
ARTICLE IX. AMENDMENTS
Section 9.01. General..................................11
9.02. By Shareholders Only.....................11
ARTICLE X. MISCELLANEOUS
Section 10.01. Restrictions and Limitations............12
1
STEINROE VARIABLE INVESTMENT TRUST
BY-LAWS
(As Amended and Restated Through October 5, 1988)
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 SteinRoe Variable Investment Trust,
a Massachusetts business trust established by the Declaration
of Trust (the "Trust"). For all purposes, except as noted in
these By-Laws, "series" as used hereinafter shall refer to the
Trust's investment portfolios ("Funds") and any series issued
by such Funds, including Matched Maturity Series of the
Government Securities Zero Coupon Fund.
Section 1.02. Principal Office. A principal office of
the Trust shall be located in Boston, Massachusetts. 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,
and his or her successor, 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 and until his successor is elected and
qualified or until his earlier death, resignation, or removal.
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
shareholder 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.
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. Unless
otherwise required by the Investment Company Act of 1940 (the
"1940 Act"), 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 shall constitute presence in
person at a meeting.
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 or by any one
of the Trustees, at the time being 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 two 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. A notice or waiver of notice of a meeting
need not specify the purpose thereof.
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 a majority of the
Trustees then in office shall constitute a quorum for the
transaction of business. 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 or a proportion of Trustees who are not
interested persons as defined by the 1940 Act 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, unless otherwise
required by the 1940 Act, if all Trustees consent to the action
in writing, and such written consents are filed with the
minutes of proceedings of the Board of Trustees. such consents
shall be treated as a vote for all purposes.
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. The number
composing such committee (not less than two in the case of any
Executive Committee) shall be determined by the Board of
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. 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 of the 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 all the members
thereof consent in writing 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, and a Treasurer who shall be
elected by the Trustees. The Trustees may elect or appoint
such other officers or agents as they deem advisable including,
without limitation, a Controller, one or more Vice Presidents,
one or more Assistant Treasurers, and one or more Assistant
Secretaries.
Section 4.02. Term of Office and Qualifications. Except
as otherwise provided by law, the Declaration of Trust of
these by-laws, the President, the Treasurer and the Secretary
shall each hold office until his successor shall have been
duly elected and qualified or until his or her earlier death,
resignation or removal, and all other officers shall hold
office at the pleasure of the Trustees. 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.
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 Trustees then in office given at any regular or special
meeting. In addition, any officer or agent appointed by an
officer or a committee may be removed, either with or without
cause, by such appointing officer or committee.
Section 4.05. Chairman of the Board. In the absence or
disability of the President, the Chairman of the Board, if
there be such an officer, shall preside at all shareholders'
meetings and at all meetings of the Board of Trustees. He
shall have such other powers and perform such other duties as
may be assigned to him from time to time by the Board of
Trustees.
Section 4.06. Powers and Duties of the President. The
President may call meetings of the Trustees and of any
Committee thereof when he deems it necessary and shall preside
at all meetings of the Shareholders. Subject to the control of
the Trustees and to the control of any Committees of the
Trustees, within their respective spheres, as provided by the
Trustees, he shall at all times exercise a general supervision
and direction over the affairs of the Trust. He shall have the
power to employ attorneys and counsel for the Trust and to
employ such subordinate officers, agents, clerks and employees
as he may find necessary to transact the business of the Trust.
He shall also have the power to grant, issue, execute or sign
such powers of attorney, proxies or other documents as may be
deemed advisable or necessary in furtherance of the interests
of the Trust. The President shall have such other powers and
duties, as from time to time may be conferred upon or assigned
to him by the Trustees.
Section 4.07. Powers and Duties of Vice Presidents. In
the absence or disability of the President, the Vice President
or, if there be more than one vice President, any Vice
President designated by the Trustees shall perform all the
duties and may exercise any of the powers of the President,
subject to the control of the Trustees. Each Vice President
shall perform such other duties as may be assigned to him from
time to time by the Trustees and the President.
Section 4.08 Powers and Duties of the Treasurer. The
Treasurer shall be the principal financial officer of the
Trust, and, in the absence of a Controller of the Trust serving
as the principal accounting officer, shall be the principal
accounting officer of the Trust. He shall deliver all funds of
the Trust which may come into his hands to such Custodian as
the Trustees may employ pursuant to Article V of these By-Laws.
He shall render a statement of condition of the finances of the
Trust to the Trustees as often as they shall require the same
and he shall in general perform all the duties incident to the
office of Treasurer and such other duties as from time to time
may be assigned to him by the Trustees. The Treasurer shall
give a bond for the faithful discharge of his duties, if
required to do so by the Trustees, in such sum and with such
surety or sureties as the Trustees shall require.
Section 4.09. Powers and Duties of the Secretary. The
Secretary shall keep the minutes of all meetings of the
Trustees and of the Shareholders in proper books provided for
that purpose; he shall have custody of the seal of the Trust;
he shall have charge of the Share transfer books, lists and
records unless the same are in the charge of the Transfer
Agent. He shall attend to the giving and serving of all
notices by the Trust in accordance with the provision of these
By-Laws and as required by law; and subject to these By-Laws,
he shall in general perform all duties incident to the office
of the Secretary and such other duties as from time to time may
be assigned to him by the Trustees.
Section 4.10. Powers and Duties of Assistant Treasurers.
In the absence or disability of the Treasurer, any Assistant
Treasurer designated by the Trustees shall perform such other
duties as from time to time may be assigned to him by the
Trustees. Each Assistant Treasurer shall give a bond for the
faithful discharge of his duties, if required to do so by the
Trustees, in such sum and with such surety or sureties as the
Trustees shall require.
Section 4.11. Powers and Duties of Assistant Secretaries.
In the absence or disability of the Secretary, any Assistant
Secretary designated by the Trustees shall perform all the
duties, and may exercise any of the powers, of the Secretary.
Each Assistant Secretary shall perform such other duties as
from time to time may be assigned to him by the Trustees.
Section 4.12. Remuneration. The compensation, if any, of
the officers and Trustees of the Trust shall be fixed from time
to time by the Board of Trustees.
Section 4.13. 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 1940 Act and the rules and regulations of the SEC
thereunder) 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 and for the accounting of any of
the Trust's property, funds, 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 and similar investments owned by the Trust for the
benefit of any series and cash representing the proceeds from
sales of securities owned by the Trust for the benefit of any
series and of capital stock or other units of beneficial
interest issued to the Trust for the benefit of any series,
payments of principal upon securities owned by the Trust for
the benefit of any series, or capital distribution in respect
to capital stock or other units of beneficial interest owned by
the Trust for the benefit of any series, 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 include all such provisions that are required
by, and shall otherwise comply with, the applicable provisions
of the Investment Company Act and the rules and regulations
thereunder as in effect from time to time.
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 Vice-President, 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. 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 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 of such securities.
ARTICLE VII. SHARES OF BENEFICIAL INTEREST
Section 7.01. Certificates. Each shareholder shall be
entitled, upon request, to a certificate or certificates which
shall represent and certify the number, kind, series and class
of full shares owned by him in the Trust. No certificates
shall be issued for fractional shares. Each certificate
shall be 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 shall be 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 is issued, the certificate may nevertheless be
issued with 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 and as to other relevant matters as the Trust
or its transfer agent may reasonably require.
The transfer shall be recorded on the books of the Trust
and the old certificates, if any, shall be cancelled, and the
new record holder, upon request, shall be entitled to a new
certificate or certificates.
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 and registrar. 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 any other lawful action, provided that such record
date shall not be a date more than 60 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 70
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.
Section 7.07. Lost, Stolen, or Destroyed Certificates.
Before issuing a new certificate for shares of any series of
the Trust 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 or the issuance of such new certificate.
Section 7.08. 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.
ARTICLE VIII. FISCAL YEAR, ACCOUNTANT
Section 8.01. Fiscal Year. The fiscal year of the Trust
shall be established by the Board of Trustees.
Section 8.02. Accountants. The Trust shall employ an
independent public accountant or firm of independent public
accountants as the Accountant to examine and certify or
issue its report on the financial statements of the Trust.
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.
(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 effectiveness of the Trust's
registration statement under the Securities Act of 1933, no
amendment of this Article IV or Article X shall be made except
by the shareholders of the Trust.
ARTICLE X. MISCELLANEOUS
Section 10.01. Restrictions and Limitations.
(a) The Trust shall not lend assets of the Trust to any
officer or Trustee of the Trust or to any officer, director,
or stockholder (or partner of a stockholder) 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.
(b) 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 SEC may
prescribe.
(c) The Trust shall not permit any officer or Trustee of
the Trust, or any officer, director, or stockholder (or
partner of a stockholder) 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, to the extent consistent with applicable
securities laws: (1) officers and Trustees of the Trust from
buying, holding, redeeming, or selling shares in the Trust,
or from being officers, directors, or stockholders (or
partners of a stockholder) 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 transactions are not prohibited by the 1940 Act or have
been exempted by SEC order from the prohibitions 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