STEINROE VARIABLE INVESTMENT TRUST
BY-LAWS
(As Amended and Restated Through August 11, 2004)
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
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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 ▇▇▇▇▇▇▇▇▇▇ ▇▇
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
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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
facsimile to be impressed or affixed or printed or otherwise reproduced. Any
officer or Trustee of the Trust shall have authority to affix the seal of the
Trust to any document requiring the same. Unless otherwise required by the Board
of Trustees, the seal shall not be necessary to be placed on, and its absence
shall not impair the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Trust.
ARTICLE II. BOARD OF TRUSTEES
Section 2.01. Number and Term of Office. The Board of Trustees shall
initially consist of the initial sole Trustee, which number may be increased or
subsequently decreased by a resolution of a majority of the entire Board of
Trustees, provided that the number of Trustees shall not be less than one nor
more than twenty-one. Each Trustee (whenever selected) shall hold office until
the next meeting of shareholders called for the purposes of electing Trustees
and until his successor is elected and qualified or until his earlier death,
resignation, or removal. Each Trustee shall retire on December 31 of the year
during which the Trustee becomes age 74. The initial Trustee shall be the person
designated in the Declaration of Trust.
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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
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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,
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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,
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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. Board Chair. The Trustees shall annually elect one of their
number to serve as their chair. The Board Chair shall hold such position until
his or her successor is chosen and qualified, or until he or she sooner dies,
resigns, is removed or becomes disqualified. The Board Chair shall hold such
position at the pleasure of the Trustees. The Board Chair shall preside at all
meetings of the Trustees at which he or she is present and shall perform any
other duties and responsibilities prescribed from time to time by the Trustees.
In the absence of the Board Chair, or in the event that such position is vacant,
the Trustees present at the meeting shall designate one of their number to
preside at such meeting. The Board Chair shall not be considered an officer of
the Trust.
Section 4.06. Powers and Duties of the President. The President shall be
chief executive officer of the Trust and shall preside at all meetings of the
shareholders which he or she is present, except as otherwise voted by the
Trustees. 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, Controller and Chief
Accounting Officer. 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
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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 to his
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 so to do by the Trustees, in such sum and with such surety or sureties
as the Trustees shall require.
The Controller shall be the officer of the Trust primarily
responsible for ensuring all expenditures of the Trust are reasonable and
appropriate. The Controller shall be responsible for oversight and maintenance
of liquidity and leverage facilities available to the Trust and shall have such
other duties and powers as may be designated from time to time by the Trustees
or the President.
The Chief Accounting Officer of the Trust shall be in charge of its books and
accounting records. The Chief Accounting Officer shall be responsible for
preparation of financial statements of the Trust and shall have such other
duties and powers as may be designated from time to time by the Trustees or the
President.
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.
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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 Executive Vice-President, any Senior
Vice-President, any Vice-President, the Controller, the Secretary, or the
Treasurer, or as the Board of Trustees may otherwise, from time to time,
authorize. Any such authorization may be general or confined to specific
instances.
Section 6.02. 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
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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
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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 or by one of such registrars of transfers or by both and shall
not be valid unless so countersigned. If the same person shall be both transfer
agent and registrar, only one countersignature by such person shall be required.
Section 7.06. Fixing of Record Date. The Board of Trustees may fix in
advance a date as a record date for the determination of the shareholders of any
series entitled to notice of or to vote at any meeting of such shareholders or
any adjournment thereof, or to express consent to Trust action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion, or exchange of shares of such series, or for the purpose of other
lawful action, provided that such record date shall not be more than 90 days,
and, in the case of a meeting of shareholders, not less than 10 days, prior to
the date on which the particular action requiring such determination of
shareholders of such series is to be taken. In such case only such shareholders
as shall be shareholders of record of such series on the record date so fixed
shall be entitled to such notice of, and to vote at, such meeting or
adjournment, or to give such consent, or to receive payment of such dividend or
other distribution, or to receive such allotment of rights, or to exercise such
rights, or to take such other action, as the case may be, notwithstanding any
transfer or redemption of any shares of such series on the books of the Trust
after any such record date. If no record date has been fixed for the
determination of shareholders the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day on which notice of the meeting is mailed,
which shall not be more than 90 days before the meeting, or, if notice is waived
by all shareholders entitled thereto, at the close of business on the tenth day
before the day on which the meeting is held.
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.
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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.
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(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
