AMENDED AND RESTATED
BYLAWS
OF
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
ARTICLE 1
AGREEMENT AND DECLARATION
OF TRUST AND PRINCIPAL OFFICE
1.1 Agreement and Declaration of Trust. These Amended and Restated Bylaws
shall be subject to the Second Amended and Restated Agreement and Declaration of
Trust, as from time to time in effect (the "Declaration of Trust"), of Columbia
Funds Variable Insurance Trust (the "Trust"), the Massachusetts business trust
established by the Declaration of Trust.
1.2 Principal Office of the Trust. The principal office of the Trust shall
be located in Boston, Massachusetts.
ARTICLE 2
MEETINGS OF TRUSTEES
2.1 Regular Meetings. Regular meetings of the Trustees may be held without
call or notice at such places and at such times as the Trustees may from time to
time determine, provided that notice of the first regular meeting following any
such determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the Trustees may be held, at any
time and at any place designated in the call of the meeting, when called by the
Chairman of the Board, if any, the President, the Treasurer, any Vice President,
the Secretary or the Assistant Secretary 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 the Trustees calling the meeting.
2.3 Notice. It shall be sufficient notice to a Trustee of a special meeting
to send notice by mail or courier at least forty-eight hours or by telegram,
facsimile or other electronic means 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 by overnight mail, telegram,
facsimile or other electronic means or delivered personally 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. Except as required by law,
neither notice of a meeting nor a waiver of a notice need specify the purposes
of the meeting.
2.4 Quorum. At any meeting of the Trustees a majority of the Trustees then
in office shall constitute a quorum. Any meeting may be adjourned from time to
time by a majority of the votes cast upon the question, whether or not a quorum
is present, and the meeting may be held as
adjourned without further notice to any Trustee who was present at the time of
such adjournment; notice of the time and place of any adjourned session of such
meeting shall, however, be given in the manner provided in Section 2.3 of these
Bylaws to each Trustee who was not present at the time of such adjournment.
2.5 Action by Vote. When a quorum is present at any meeting, a majority of
Trustees present may take any action, except when a larger vote is expressly
required by law, by the Declaration of Trust or by these Bylaws.
2.6 Action by Writing. Except as required by law, any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting if a majority of the Trustees (or such larger proportion thereof as
shall be required by any express provision of the Declaration of Trust or these
Bylaws) consent to the action in writing and such written consents are filed
with the records of the meetings of the Trustees. Such consent shall be treated
for all purposes as a vote taken at a meeting of Trustees.
2.7 Presence through Communications Equipment. Except as required by law,
the Trustees may participate in a meeting of Trustees by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at a meeting.
ARTICLE 3
OFFICERS
3.1 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. The Trust may also
have such agents as the Trustees from time to time may in their discretion
appoint. If a Chairman of the Board is elected, he or she shall be a Trustee and
may but need not be a Shareholder; and any officer of the Trust may be but not
need be a Trustee or Shareholder. Any two or more offices may be held by the
same person.
3.2 Election and Tenure. The President, the Treasurer, the Secretary, the
Chairman of the Board (if any) and such other officers, if any, as the Trustees
may in their discretion from time to time elect shall each be elected by the
Trustees to serve until his or her successor is elected or qualified, or until
he or she sooner dies, resigns, is removed or becomes disqualified. Each
officer, and the Chairman of the Board, if any, shall hold office and each agent
shall retain authority at the pleasure of the Trustees.
3.3 Powers. Subject to the other provisions of these Bylaws, each officer
shall have, in addition to the duties and powers herein and in the Declaration
of Trust set forth, such duties and powers as are commonly incident to the
office occupied by him or her as if the Trust were organized as a Massachusetts
business corporation and such other duties and powers as the Trustees may from
time to time designate.
-2-
3.4 President and Vice Presidents. The President shall have the duties and
powers specified in these Bylaws and shall have such other duties and powers as
may be determined by the Trustees.
Any Vice Presidents shall have the duties and powers specified in these
Bylaws and shall have such other duties and powers as shall be designated from
time to time by the Trustees.
3.5 Chief Executive Officer. The Chief Executive Officer of the Trust shall
be the Chairman of the Board, the President or such other officer as is
designated by the Trustees and shall, subject to the control of the Trustees,
have general charge and supervision of the business of the Trust and, except as
the Trustees shall otherwise determine or such Chief Executive Officer shall
designate, preside at all meetings of the Shareholders and of the Trustees. If
no such designation is made, the President shall be the Chief Executive Officer.
3.6 Chairman of the Board. If a Chairman of the Board of Trustees is
elected, he or she shall have the duties and powers specified in these Bylaws
and shall have such other duties and powers as may be determined by the
Trustees.
3.7 Treasurer; Assistant Treasurer. The Treasurer shall be the chief
financial and accounting officer of the Trust, and shall, subject to the
provisions of the Declaration of Trust and to any arrangement made by the
Trustees with a custodian, investment adviser or manager, administrator or
transfer, shareholder servicing or similar agent, be in charge of the valuable
papers, books of account and accounting records of the Trust, and shall have
such other duties and powers as may be designated from time to time by the
Trustees or by the President.
Any Assistant Treasurer shall have the duties and powers specified in these
Bylaws and may perform such duties of the Treasurer as the Treasurer or the
Trustees may assign, and, in the absence of the Treasurer, an Assistant
Treasurer may perform all of the duties of the Treasurer.
3.8 Secretary; Assistant Secretary. The Secretary or an Assistant Secretary
shall record all proceedings of the Shareholders and the Trustees in books to be
kept therefor, which books or a copy thereof shall be kept at the principal
office of the Trust. In the absence of the Secretary and any Assistant Secretary
from any meeting of the Shareholders or Trustees, a temporary secretary chosen
at such meeting shall record the proceedings thereof in the aforesaid books.
Any Assistant Secretary shall have the duties and powers specified in these
Bylaws and may perform such duties of the Secretary as the Secretary or the
Board of Directors may assign, and, in the absence of the Secretary, an
Assistant Secretary may perform all the duties of the Secretary.
3.9 Resignations and Removals. Any officer may resign at any time by
written instrument signed by him or her and delivered to the President or the
Secretary or to a meeting of the Trustees. Such resignation shall be effective
upon receipt unless specified to be effective at some other time. The Trustees
may remove any officer with or without cause. Except to the extent expressly
provided in a written agreement with the Trust, no officer resigning and no
-3-
officer removed shall have any right to any compensation for any period
following his or her resignation or removal, or any right to damages on account
of such removal.
ARTICLE 4
COMMITTEES
4.1 Quorum; Voting. Except as provided below or as otherwise specifically
provided in the resolutions constituting a Committee of the Trustees and
providing for the conduct of its meetings or in the charter of such committee
adopted by the Trustees, a majority of the members of any Committee of the
Trustees shall constitute a quorum for the transaction of business, and any
action of such a Committee may be taken at a meeting by a vote of a majority of
the members present (a quorum being present) or evidenced by one or more
writings signed by such a majority. Members of a Committee may participate in a
meeting of such Committee by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.
Except as specifically provided in the resolutions constituting a Committee
of the Trustees and providing for the conduct of its meetings or in the charter
of such committee adopted by the Trustees, Article 2, Section 2.3 of these
Bylaws relating to special meetings of the Trustees shall govern the notice
requirements for Committee meetings, provided, however, that such notice need be
given only to the Trustees who are members of such Committee.
ARTICLE 5
INDEMNIFICATION
5.1 Trustees, Officers, etc. The Trust shall indemnify each of its Trustees
and officers (including persons who serve at the Trust's request as directors,
officers or Trustees of another organization in which the Trust has any interest
as a shareholder, creditor or otherwise) who are not employees or officers of
any investment adviser to the Trust or any affiliated person thereof and its
chief compliance officer, regardless of whether such person is an employee or
officer of any investment adviser to the Trust or any affiliated person thereof,
and may indemnify each of its other Trustees and officers (including persons who
serve at the Trust's request as directors, officers or Trustees of another
organization in which the Trust has any interest as a shareholder, creditor or
otherwise) (i.e., those who are employees or officers of any investment adviser
to the Trust or any affiliated person thereof) (hereinafter referred to as a
"Covered Person") against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees reasonably incurred by any Covered Person, in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of any alleged act or
omission as a Trustee or officer or by reason of his or her being or having been
such a Covered Person except with respect to any matter as to which such Covered
Person shall
-4-
have been finally adjudicated in any such action, suit or other proceeding not
to have acted in good faith in the reasonable belief that such Covered Person's
action was in the best interests of the Trust and except that no Covered Person
shall be indemnified against any liability to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such Covered Person's office. Expenses,
including counsel fees, so incurred by any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in compromise or as fines or
penalties), shall be paid from time to time by the Trust in advance of the final
disposition of any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to repay amounts so paid to
the Trust if it is ultimately determined that indemnification of such expenses
is not authorized under this Article, provided, however, that either (a) such
Covered Person shall have provided appropriate security for such undertaking,
(b) the Trust shall be insured against losses arising from any such advance
payments or (c) either a majority of the disinterested Trustees acting on the
matter (provided that a majority of the disinterested Trustees then in office
act on the matter), or independent legal counsel in a written opinion, shall
have determined, based upon a review of readily available facts (as opposed to a
full trial type inquiry) that there is reason to believe that such Covered
Person will be found entitled to indemnification under this Article. For
purposes of the determination or opinion referred to in clause (c), the majority
of disinterested Trustees acting on the matter or independent legal counsel, as
the case may be, shall afford the Covered Person a rebuttable presumption that
the Covered Person has not engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
Covered Person's office.
5.2 Compromise Payment. As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or otherwise) without an
adjudication by a court, or by any other body before which the proceeding was
brought, that such Covered Person has not acted in good faith in the reasonable
belief that such Covered Person's action was in the best interests of the Trust
or is liable to the Trust or its Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office, indemnification shall be provided if (a) approved,
after notice that it involves such indemnification, by at least a majority of
the disinterested Trustees acting on the matter (provided that a majority of the
disinterested Trustees then in office act on the matter) upon a determination,
based upon a review of readily available facts (as opposed to a full trial type
inquiry) that such Covered Person has acted in good faith in the reasonable
belief that such Covered Person's action was in the best interests of the Trust
and is not liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office, or (b) there has been obtained an
opinion in writing of independent legal counsel, based upon a review of readily
available facts (as opposed to a full trial type inquiry) to the effect that
such Covered Person appears to have acted in good faith in the reasonable belief
that such Covered Person's action was in the best interests of the Trust and
that such indemnification would not protect such Covered Person against any
liability to the Trust to which such Covered Person would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office. Any
approval pursuant to this Section shall not prevent the recovery from any
Covered Person of any amount paid to such Covered Person in accordance with this
Section as indemnification if such Covered Person is subsequently adjudicated by
a court of competent jurisdiction not to have acted in good faith in the
reasonable
-5-
belief that his or her action was in the best interests of the Trust or to have
been liable to the Trust or its Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office.
5.3 Indemnification Not Exclusive. The right of indemnification hereby
provided shall not be exclusive of or affect any other rights to which any such
Covered Person may be entitled. As used in this Article 5, the term "Covered
Person" shall include such person's heirs, executors and administrators; and a
"disinterested Trustee" is a Trustee who is not an "interested person" of the
Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940 (or
exempted from being an "interested person" by any rule, regulation or order of
the Securities and Exchange Commission) and against whom none of the actions,
suits or other proceedings in question or another action, suit or other
proceeding on the same or similar grounds is then or has been pending. Nothing
contained in this Article shall affect any rights to indemnification to which
personnel of the Trust, other than Trustees and officers, and other persons may
be entitled by contract or otherwise under law, nor the power of the Trust to
purchase and maintain liability insurance on behalf of any such person.
ARTICLE 6
REPORTS
6.1 General. The Trustees and officers shall render reports at the time and
in the manner required by the Declaration of Trust or any applicable law.
Officers shall render such additional reports as they may deem desirable or as
may from time to time be required by the Trustees.
ARTICLE 7
SEAL
7.1 General. The seal of the Trust shall consist of a flat-faced die with
the word "Massachusetts," together with the name of the Trust and the year of
its organization cut or engraved thereon, but, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on, and its absence shall
not impair the validity of, any document, instrument or other paper executed and
delivered by or on behalf of the Trust.
ARTICLE 8
EXECUTION OF PAPERS
8.1 General. Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all checks, notes, drafts
and other obligations and all registration statements and amendments thereto and
all applications and amendments thereto to the Securities and Exchange
Commission shall be signed by the Chairman of the Board, if any, the President,
any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any
-6-
Assistant Secretary or any of such other officers or agents as shall be
designated for that purpose by a vote of the Trustees.
ARTICLE 9
PROVISIONS RELATING TO THE
CONDUCT OF THE TRUST'S BUSINESS
9.1 Determination of Net Income and Net Asset Value Per Share. The Trustees
or any officer or officers or agent or agents of the Trust designated from time
to time for this purpose by the Trustees shall determine at least once daily the
net income and the value of all the assets attributable to any class or series
of shares of the Trust on each day on which the New York Stock Exchange is open
for unrestricted trading and at such other times as the Trustees shall
designate. The net income and net asset value per share of each class and each
series of shares of the Trust shall be determined in accordance with the
Investment Company Act of 1940 and the rules and regulations thereunder and any
related procedures and/or policies of the Trust, or an officer or officers or
agent or agents, as aforesaid, as adopted or authorized by the Trustees from
time to time.
9.2 Voting Power. Each whole share (or fractional share) outstanding on the
record date shall be entitled to a number of votes on any matter on which it is
entitled to vote equal to the net asset value of the share (or fractional share)
in U. S. dollars determined at the close of business on the record date (for
example, a share having a net asset value of $10.50 would be entitled to 10.5
votes).
ARTICLE 10
AMENDMENTS TO THE BYLAWS
10.1 General. These Bylaws may be amended or repealed, in whole or in part,
by a majority of the Trustees then in office at any meeting of the Trustees, or
by written consent in lieu thereof.
ARTICLE 11
MISCELLANEOUS
11.1 Proxy Instructions Transmitted by Telephonic or Electronic Means. 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 instructions have been authorized by
such Shareholder shall constitute execution of such proxy by or on behalf of
such Shareholder.
-7-