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Exhibit (b)
AS AMENDED AT 12/14/83
BYLAWS
OF
INVESTMENT TRUST OF BOSTON - NEW YORK TAX FREE INCOME FUND
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 AGREEMENT AND DECLARATION OF TRUST. These Bylaws shall be subject to
the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of Investment Trust of Boston - New York Tax Free
Income Fund, the Massachusetts business trust established by the Declaration of
Trust (the "Trust").
1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall
be located in Boston, Massachusetts.
ARTICLE 2
Meeting 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. A regular meeting of
the Trustees may be held without call or notice immediately after and at the
same place as the annual meeting of the shareholders.
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 Trustees, the President or the Treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the Clerk or
an Assistant Clerk or by the officer or the Trustees calling the meeting.
2.3 NOTICE. It shall be sufficient notice to the Trustee of a special
meeting to send notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to the Trustees 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 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
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of notice to him or her. 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.
ARTICLE 3
Officers
3.1 ENUMERATION: QUALIFICATION. The officers of the Trust shall be a
Chairman of the Trustees, a President, a Treasurer, a Clerk, 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. The Chairman of the Trustees shall be a
Trustee and may but need not be a shareholder; and any other officer may but
not need be a Trustee or a shareholder. Any two or more offices may be held by
the same person.
3.2 ELECTION. The Chairman of the Trustees, the President, the Treasurer,
and the Clerk shall be elected annually by the Trustees at their first meeting
following the annual meeting of shareholders. Other officers, if any, may be
elected or appointed by the Trustees at said meeting or at any other time.
Vacancies in any office may be filled at any time.
3.3 TENURE. The Chairman of the Trustees, the President, the Treasurer and
the Clerk shall hold office until the first meeting of the Trustees following
the next annual meeting of shareholders and 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 and
each agent shall retain authority at the pleasure of the Trustees.
3.4 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.
3.5 CHAIRMAN; PRESIDENT. Unless the Trustees otherwise provide, the
Chairman of the Trustees or, if there is none or in the absence of the
Chairman, the President shall preside at all meetings of the shareholders and
of the Trustees. The President shall be the chief executive officer.
3.6 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, or transfer, shareholder
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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.
3.7 CLERK. The Clerk 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 Clerk from
any meeting of the shareholders or Trustees, an assistant clerk, or if there be
none or if he or she is absent, a temporary clerk chosen at such meeting shall
record the proceedings thereof in the aforesaid books.
3.8 RESIGNATIONS AND REMOVALS. Any Trustee or officer may resign at any
time by written instrument signed by him or her and delivered to the Chairman,
the President or to the Clerk 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 elected by them with or without
cause. Except to the extent expressly provided in a written agreement with the
Trust, no Trustee or officer resigning and no 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. 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.
ARTICLE 5
Reports
5.1 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 and Committees shall render such additional reports as they may deem
desirable or as may from time to time be required by the Trustees.
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ARTICLE 6
Fiscal Year
6.1 GENERAL. Except as from time to time otherwise provided by the
Trustees, the initial fiscal year of the Trust shall end on such date as is
determined in advance or in arrears by the Treasurer, and subsequent fiscal
years shall end on such date in subsequent years.
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 deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the President or by the Treasurer and need not bear the seal of the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1 SHARE CERTIFICATES. In lieu of issuing certificates for shares, the
Trustees or the transfer agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders
of certificates for such shares as if they had accepted such certificates and
shall be held to have expressly assented and agreed to the terms hereof.
The Trustees may at any time authorize the issuance of share
certificates. In that event, each shareholder shall be entitled to a certificate
stating the number of shares owned by him, in such form as shall be prescribed
from time to time by the Trustees. Such certificates shall be signed by the
president or vice-president and by the treasurer or assistant treasurer. Such
signatures may be facsimile 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 cease to be such officer before such certificate is issued, it
may be issued by the Trust with the same effect as if he were such officer at
the time of its issue.
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9.2 LOSS OF CERTIFICATES. In case of the alleged loss or destruction or
the mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees shall prescribe.
9.3 ISSUANCE OF NEW CERTIFICATES TO PLEDGEE. A pledgee of shares
transferred as collateral security shall be entitled to a new certificate if
the instrument of transfer substantially describes the debt or duty that is
intended to be secured thereby. Such new certificates shall express on its face
that it is held as collateral security, and the name of the pledgor shall be
stated thereon, who alone shall be liable as a shareholder and entitled to vote
thereon.
9.4 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 effect the
ownership of shares in the Trust.
ARTICLE 10
Provisions Relating to the conduct of the Trust's Business
10.1 CERTAIN DEFINITIONS. When used herein the following words shall have
the following meanings: "Distributor" shall mean any one or more corporations,
firms or associations which have distributor's or principal underwriter's
contracts in effect with the Trust providing that redeemable shares issued by
the Trust shall be offered and sold by such Distributors. "Manager" shall mean
any corporation, firm or association which may at the time have an advisory or
management contract with the Trust.
10.2 LIMITATION ON HOLDINGS BY THE TRUST OF CERTAIN SECURITIES AND ON
DEALINGS WITH OFFICERS OR TRUSTEES. The Trust may not purchase or retain shares
or securities issued by an issuer if one or more of the holders of the shares
or securities issued by an issuer or one or more of the officers or directors
of such issuer is an officer or Trustee of the Trust or officer or director of
the Manager and if one or more of such officers, Trustees or directors owns
beneficially more than 1/2 of 1% of the shares or securities, or both, of such
issuer and such officers, Trustees and directors owning more than 1/2 of 1% of
such shares or securities together own beneficially more 5% of such shares or
securities. Each officer and Trustee of the Trust shall keep the Treasurer of
the Trust informed of the names of all issuers shares or securities of which
are held in the portfolio of the Trust in which such officer or Trustee owns as
much as 1/2 of 1% of the outstanding shares or securities.
The Trust will not lend any of its assets to the Distributor or Manager
or to any officer or director of the Distributor or Manager or any officer or
Trustee of the Trust, and shall not permit any officer or Trustee or any officer
or director of the Distributor or Manager to deal for or on behalf of the Trust
with himself or herself as principal or agent, or with any partnership,
association or corporation in which he or she has a financial interest; provided
that the foregoing provisions shall not prevent (a) officers and Trustees of the
Trust or officers and directors of the
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Distributor or Manager from buying, holding or selling shares in the Trust or
from being partners, officers or directors of or otherwise financially
interested in the Distributor or the Manager (b) purchases or sales of
securities or other property if such transaction is permitted by or is exempt
or exempted from the provisions of the Investment Company Act of 1940 or any
Rule or Regulation thereunder; (c) employment of legal counsel, registrar,
transfer agent, shareholder servicing agent, dividend disbursing agent or
custodian who is, or has a partner, shareholder, officer or director who is, an
officer or Trustee of the Trust or an officer or director of the Distributor or
Manager; (d) 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 or an officer or director of the Distributor or Manager
ifs an officer or director or otherwise financially interested.
10.3 LIMITATION ON DEALING IN SECURITIES OF THE TRUST BY CERTAIN OFFICERS,
TRUSTEES, DISTRIBUTOR OR MANAGER. Neither the Distributor nor Manager, nor any
officer or Trustee of the Trust or officer or director of the Distributor or
Manager shall take long or short positions in securities issued by the Trust;
provided, however, that:
(1) the Distributor may purchase from the Trust and otherwise deal in
shares issued by the Trust pursuant to the terms of its contract with the
Trust;
(2) any officer or Trustee of the Trust or officer or director of the
Distributor or Manager or any trustee or fiduciary for the benefit of any
of them may at any time, or from time to time, purchase from the Trust or
from the Distributor shares issued by the Trust at the price available to
the public or to such officer, Trustee, director, trustee or fiduciary, no
such purchase to be in contravention of any applicable state or federal
requirement; and
(3) the Distributor or the Manager may at any time, or from time to
time, purchase for investment shares issued by the Trust.
10.4 SECURITIES AND CASH OF THE TRUST TO BE HELD BY CUSTODIAN SUBJECT TO
CERTAIN TERMS AND CONDITIONS.
(1) All securities and cash owned by this Trust shall be held by or
deposited with one or more banks or trust companies having (according to
its last published report) not less than $5,000,000 aggregate capital,
surplus and undivided profits (any such bank or trust company being hereby
designated as "Custodian"), provided such a Custodian can be found ready
and willing to act; subject to such rules, regulations and orders, if any,
as the Securities and Exchange Commission may adopt, this Trust may, or
may permit any Custodian to, deposit all or any part of the Securities
owned by this Trust in a system for the central handling of securities
pursuant to which all securities of any particular class or series of any
issue deposited within the system may be transferred or pledged by
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bookkeeping entry, without physical delivery. The Custodian may appoint,
subject to the approval of the Trustees, one or more subcustodians.
(2) The Trust shall enter into a written contract with each Custodian
regarding the powers, duties and compensation of such Custodian with
respect to the cash and securities of the Trust held by such Custodian.
Said contract and all amendments thereto shall be approved by the
Trustees.
(3) The Trust shall upon the resignation or inability to serve of any
Custodian or upon change of any Custodian:
(1) in case of such resignation or inability to serve, use its
best efforts to obtain a successor Custodian;
(2) require that the cash and securities owned by the Trust be
delivered directly to the successor Custodian; and
(3) in the event that no successor Custodian can be found,
submit to the shareholders, before permitting delivery of the cash
and securities owned by the Trust otherwise than to a successor
Custodian, the question whether the Trust shall be liquidated or
shall function without a Custodian.
10.5 LIMITATIONS ON INVESTMENT BY THE TRUST IN SECURITIES OF ANY ONE
ISSUER AND IN SECURITIES OF CERTAIN UNSEASONED ISSUERS. The Trust may not
acquire more than 10% of the voting securities of any issuer, both with respect
to any series of shares of the Trust and to the Trust in the aggregate.
No series of shares of the Trust may invest in securities of any issuer
if, immediately after such investment, more than 5% of the total assets of the
Trust (taken at current value) would be invested in the securities of such
issuer; provided that this limitation does not apply to obligations issued or
guaranteed as to interest and principal by the U.S. government or its agencies
or instrumentalities or to "New York Tax Exempt Bonds" as that term is defined
in the Trust's prospectus as in effect from time to time.
No series of shares of the Trust may invest in securities of any issuer,
which, together with any predecessors or controlling persons, has been in
operation for less than three consecutive years and in equity securities for
which market quotations are not readily available (but excluding restricted
securities) if, as a result, the aggregate of such investments would exceed 5%
of the value of such series' net assets; provided, however, that this
restriction shall not apply to any obligation of the U.S. government or its
instrumentalities or agencies. Debt securities having equity features shall not
be considered "equity securities" for purposes of this limitation.
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10.6 LIMITATION ON INVESTMENT BY THE TRUST IN SECURITIES OF OTHER
INVESTMENT COMPANIES. The Trust may not invest in securities of other
investment companies except as they may be acquired as part of a merger,
consolidation or acquisition of assets.
10.7 LIMITATION ON BORROWING AND PLEDGING ASSETS BY THE TRUST.
(1) No series of shares of the Trust shall borrow money in excess of
10% of the value (taken at the lower cost or current value) of its total
assets (not including the amount borrowed) at the time the borrowing is
made, and then only from banks as a temporary measure to facilitate the
meeting of redemption requests (not for leverage) which might otherwise
require the untimely disposition of portfolio investments or for
extraordinary or emergency purposes. Such borrowings will be repaid before
any additional investments are purchased.
(2) No series of shares of the Trust shall pledge, hypothecate,
mortgage or otherwise encumber its assets in excess of 10% of its total
assets (taken at the lower of cost or the current value) and then only to
secure borrowings permitted by (A) above. The deposit of securities in
escrow in connection with the writing of covered call options is not
deemed to be a pledge or other encumbrance.
10.8 LIMITATION ON PURCHASES ON MARGIN AND SHORT SALES. The Trust shall
not purchase securities on margin, except such short-term credits as may be
necessary for the clearance of purchases and sales of securities, and may not
make short sales of securities or maintain a short position for the account of
the Trust unless at all times when a short position is open it owns an equal
amount of such securities or owns securities which, without payment of any
further consideration, are convertible into or exchangeable for securities of
the same issue as, and equal in amount to, the securities sold short.
10.9 REQUIREMENTS AND RESTRICTIONS REGARDING THE MANAGEMENT CONTRACT.
Every advisory or management contract entered into by the Trust shall provide
that in the event that the total expenses of any series of shares of the Trust
for any fiscal year should exceed the limits imposed on investment company
expenses imposed by any statute or regulatory authority of any jurisdiction in
which shares of the Trust are offered for sale, the compensation due the
Manager for such fiscal year shall be reduced by the amount of such excess by a
reduction or refund thereof.
10.10 REPORTS TO SHAREHOLDERS: DISTRIBUTIONS FROM REALIZED GAINS. The
Trust shall send to each shareholder of record at least semi-annually a
statement of the condition of the Trust and of the results of its operations,
containing all information required by applicable laws or regulations.
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10.11 OTHER INVESTMENT LIMITATIONS.
(1) The Trust may not buy or sell oil, gas or other mineral leases,
rights, or royalty contracts or buy or sell commodity contracts.
(2) The Trust may not purchase or sell real estate, although it may
purchase securities secured by interests in real estate and securities
representing interests in real estate.
10.12 DETERMINATION OF NET ASSET VALUE PER SHARE. Net asset value per
share of each series of shares of the Trust shall mean: (i) the value of all
the assets of such series; (ii) less total liabilities of such series; (iii)
divided by the number of shares of such series outstanding, in each case at the
time of each determination. The net asset value per share of each series shall
be determined as of the normal close of trading on the New York Stock Exchange
on each day on which such Exchange is open. As of any time other than the
normal close of trading on such Exchange, the Trustees may cause the net asset
value per share last determined to be determined again in a similar manner or
adjusted to reflect changes in market values of securities in the portfolio,
such adjustment to be made on the basis of changes in selected security prices
determined by the Trustees to be relevant to the portfolio of such series or in
averages or in other standard and readily ascertainable market data, and the
Trustees may fix the time when such redetermined or adjusted net asset value
per share of each series shall become effective.
In valuing the portfolio investments of any series for determination of
net asset value per share of such series, securities for which market
quotations are readily available shall be valued at prices which, in the
opinion of the Trustees or the person designated by the Trustees to make the
determination, most nearly represent the market value of such securities, and
other securities and assets shall be valued at their fair value as determined
by or pursuant to the direction of the Trustees, which in the case of
short-term debt obligations, commercial paper and repurchase agreements may,
but need not, be on the basis of quoted yields for securities of comparable
maturity, quality and type, or on the basis of amortized cost. Expenses and
liabilities of the Trust shall be accrued each day. Liabilities may include
such reserves for taxes, estimated accrued expenses and contingencies as the
Trustees or their designates may in their sole discretion deem fair and
reasonable under the circumstances. No accruals shall be made in respect of
taxes on unrealized appreciation of securities owned unless the Trustees shall
otherwise determine. Dividends payable by the Trust shall be deducted as at the
time of but immediately prior to the determination of net asset value per share
on the record date therefor.
ARTICLE 11
Shareholders
11.1 ANNUAL MEETING. The annual meeting of the shareholders of the Trust
shall be held between January 1 and January 31 in each year on a date and at a
time within that period set by the Trustees.
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11.2 RECORD DATES. For the purpose of determining the shareholders who are
entitled to vote or act at any meeting or any adjournment thereof, or who are
entitled to receive payment of any dividend or of any other distribution, the
Trustees may from time to time fix a time, which shall be not more than 60 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or of any other distribution, as the record date for determining
the shareholders having the right to notice of and to vote at such meeting and
any adjournment thereof or the right to receive such dividend or distribution,
and in such case only shareholders of record on such record date shall have
such right notwithstanding any transfer of shares on the books of the Trust
after the record date; or without fixing such record date the Trustees may for
any of such purposes close the register or transfer books for all or any part
of such period.
ARTICLE 12
Amendments to the Bylaws
12.1 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 one or more writings signed by such a majority.
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Adopted: September 30, 1983
Amended: November 10, 1983 (secs. 1,1 and 11.1)
Amended: December 14, 1983 (sec. 11.1)
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