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AMENDED AND RESTATED
BYLAWS
OF
JOHN HANCOCK VARIABLE SERIES TRUST I
(As of September 27, 2000)
ARTICLE I
OFFICES
SECTION 1.1. Principal Office. The principal office of John Hancock
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Variable Trust I (hereinafter referred to as the Trust) shall be in the City of
Boston, State of Massachusetts.
SECTION 1.2. Other Offices. The Trust may also have offices at such other
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places as the Board of Trustees may from time to time determine or the business
of the Trust may require.
ARTICLE II
SHAREHOLDERS
SECTION 2.1. Place of Meetings. Meetings of shareholders shall be held at
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the offices of the Trust in the City of Boston, Massachusetts, or at any other
place within the United States as shall be designated from time to time by the
Board of Trustees and stated in the notice of meeting or in a duly executed
waiver of notice.
SECTION 2.2. Annual Meetings. After the first Annual Meeting of
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shareholders in April of 1987, Annual Meetings of shareholders may be held in
any year and must be held if any of the following items is required to be acted
upon by shareholders under the Investment Company Act of 1940: election of
directors, approval of the investment advisory agreement, ratification of the
selection of independent public accountants, or approval of a distribution
agreement. Such Annual Meetings shall be held during the month of April, or not
more than two months thereafter, at such date and time as shall be fixed by the
Board of Directors and stated in the notice of the meeting. Any business of the
Corporation within the powers of the Corporation may be transacted at the Annual
Meeting without being specifically designated in the notice, except such
business as is specifically required by statute to be stated in the notice. (As
revised 2/10/87)
SECTION 2.3. Special Meetings. Special meetings of the shareholders may be
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called for any purpose by a majority of the Board of Trustees, the Chairman of
the Board, or the President. Special meetings of shareholders shall be called by
the Secretary upon the written request of holders of shares entitled to cast not
less than twenty-five per cent of all the votes entitled to be cast at such
meeting. Such request shall state the purpose or purposes of such meeting and
the matters proposed to be acted on at the meeting.
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SECTION 2.4. Notice and Purpose. Not less than ten nor more than sixty days
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before the date of every shareholders' meeting, the Secretary shall give notice
of the time, place, and purpose of the meeting personally or by mail to each
shareholder entitled to vote at such meeting and to each other shareholder who
is legally entitled to notice. If mailed, such notice shall be deemed to be
given when deposited In the United States mail addressed to the shareholder at
his post-office address as it appears on the records of the Trust, with postage
prepaid. Business transacted at any special meeting of shareholders, but not
annual meetings, shall be limited to the purposes stated in the notice.
SECTION 2.5. Record Date. The Board of Trustees may fix, in advance, a date
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as the record date for the purpose of determining shareholders entitled to
notice of any shareholders' meeting, to vote at any shareholders' meeting, to
receive payment of any dividend or the allotment of any rights, or to make a
determination of shareholders for any other proper purpose. Such date shall be
not more than sixty-five days and, in case of a shareholders' meeting, not less
than ten days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.
SECTION 2.6. Quorum. A majority of the shares entitled to vote, represented
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in person or by proxy, shall constitute a quorum at a meeting of the
shareholders (unless a greater percentage shall be necessary pursuant to the
Declaration of Trust or to any applicable state or federal law, rule, or
regulation). If a quorum is not represented, a majority of the shareholders
present in person or represented by proxy may adjourn the meeting without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting, at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. When a quorum is once present to organize a
meeting, it is not broken by a subsequent withdrawal of any shareholder.
SECTION 2.7. Voting. Each holder of record of shares of the Trust having
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voting power shall be entitled, at each meeting of the shareholders, to one vote
for every share of stock standing in his name on the record of shareholders of
the Trust as of the record date determined pursuant to Section 2.5, except as
otherwise provided by the Declaration of Trust, the Investment Company Act of
1940 ("1940 Act"), the rules thereunder, or other applicable 1aw.
SECTION 2.8. Proxies. Each shareholder entitled to vote at any meeting of
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shareholders may authorize another person or persons to act for him by a proxy
signed by such shareholder or his attorney-in-fact. A proxy for any meeting
shall be valid for the adjournment of such meeting. Every proxy shall be
revocable at the pleasure of the shareholder executing it, except in those cases
where such proxy states that it is irrevocable and where an irrevocable proxy is
permitted by law.
SECTION 2.9. Required Vote. Except as otherwise provided by the 1940 Act,
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the rules thereunder, or other applicable law, or the Declaration of Trust, or
these Bylaws, any action to be taken by vote of the shareholders shall be
authorized by a majority of the total votes cast at a shareholders' meeting by
the holders of shares present in person or represented by proxy and entitled to
vote on such action.
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SECTION 2.10. Officers. The Chairman of the Board shall preside at and the
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Secretary shall keep the records of each meeting of shareholders. In the absence
of either such officer, their duties shall be performed by some person appointed
at the meeting.
SECTION 2.11. Order of Business. The business shall be transacted in such
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order as the presiding officer shall determine.
SECTION 2.12. Conduct of Meetings. At all shareholders' meetings, the
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Chairman of the meeting shall receive and canvas all proxies and ballots. The
Chairman shall decide all questions about the qualification of voters, the
validity of the proxies, and the acceptance or rejection of votes, unless
Inspectors of Election have been appointed to decide all such questions.
The Chairman of the meeting may cause a vote by ballot to be taken upon any
election or matter, and such vote shall be taken upon the request of the holders
of ten percent of the shares entitled to vote on such election or matter.
ARTICLE III
TRUSTEES
SECTION 3.1. General Powers. The business and property of the Trust shall
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be managed by its Board of Trustees, which shall exercise all the powers of the
Trust, subject to the restrictions imposed by law, the Declaration of Trust, or
these Bylaws.
SECTION 3.2. Delegation. To the extent permitted by law, by the Declaration
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of Trust, or these Bylaws, the Board of Trustees may delegate the duty of
management of the Trust's assets and such other of its powers and duties (a) to
the Executive Committee or other committees or (b) to another party to act as
manager, investment adviser, or underwriter pursuant to a written contract or
contracts to be approved in the manner required by the 1940 Act.
SECTION 3.3. Number. The Board of Trustees shall consist of not less than
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three nor more than nine trustees. The number of trustees may be increased or
decreased from time to time by the Board of Trustees by amendment of the Bylaws,
provided that such decrease does not shorten the term of any incumbent trustee
and that the number of Trustees is not less than three at any time after the
first meeting of shareholders.
At least two-thirds of the trustees shall be disinterested within the
meaning of the 1940 Act, except where this standard is not met by reason of the
death, disqualification or bona fide resignation of any trustee and pending the
replacement of the trustee in accordance with the Declaration of Trust, these
Bylaws and the 1940 Act and rules thereunder. Former officers or directors of
any Trust investment adviser or principal underwriter, or any parent company or
majority-owned subsidiary of such adviser or underwriter, may serve as trustees,
but shall not be deemed to be disinterested trustees. (As revised September 27,
2000)
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SECTION 3.4. Election, Resignations, Term of Office and Vacancies. Until
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the first meeting of shareholders and until their successors are duly elected
and qualified, the Board of Trustees shall consist of the persons named as such
in the Declaration of Trust. The trustees shall be elected at each annual
meeting of shareholders and may be elected at any meeting of shareholders, by a
majority of the votes. Cumulative voting is not permitted. Trustees need not be
residents of the State of Massachusetts or shareholders of the Trust. Each
trustee, unless he resigns, dies or is removed, shall hold office until the next
annual meeting and until the successor is elected and has qualified. Any trustee
may resign his or her office at any time by delivering the resignation in
writing to the Chairman of the Board Of Trustees or to a meeting of the Board.
Any such resignation shall take effect at the time specified in writing or, if
not specified, upon its receipt. Subject to compliance with Sections 10(e) and
16(a) of the 1940 Act, any vacancies occurring in the Board of Trustees other
than by reason of an increase in the number of trustees may be filled by the
affirmative vote of a majority of the remaining trustees, even though such
majority is less than a quorum, provided that immediately after filling such
vacancy, at least two- thirds of the trustees then holding office shall have
been elected by the shareholders. If, by permitting the trustees to fill a
vacancy, less than a majority of the trustees shall have been elected by the
shareholders, then a special meeting of shareholders to fill a vacancy shall be
held within sixty days or such longer period as may be permitted by the
Securities and Exchange Commission. A trustee elected by the Board of Trustees
to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office.
SECTION 3.5. Place of Meeting. Meetings of the Board of Trustees may be
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held at whatever place is specified by the officer calling the meeting. In the
absence of a specific place designation, the meeting shall be held at the office
of the Trust in the City of Boston, Massachusetts.
SECTION 3.6. Organizational and Regular Meetings. The newly elected Board
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of Trustees may hold its first meeting for the purpose of organization and the
transaction of business, if a quorum is present, immediately following any
Annual Meeting of the shareholders, at the place of such meeting. No notice of
such first meeting need be given to either old or new members of the Board of
Trustees. Regular meetings may be held at such other times and places as shall
be designated by the Board of Trustees, and notice of such regular meeting shall
not be required.
SECTION 3.7. Special Meetings. Special meetings of the Board of Trustees
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may be held at any time upon the call of the Chairman of the Board or any two
trustees of the Trust. The Secretary shall give notice of such special meeting
by mailing the same at least three days or by sending by cable, radio or
telegraph or delivering personally or telephoning personally at least one day
before the meeting to each trustee. Notice of the time, place and purpose of
such meeting may be waived in accordance with Article VII of these Bylaws.
Attendance of a trustee at such meeting shall also constitute a waiver of notice
thereof, except where he or she attends for the announced purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened. Except as otherwise provided in these Bylaws,
neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Trustees need be specified in the notice or
waiver of notice of such meeting.
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SECTION 3.8. Quorum and Manner of Acting. One-third of the number of
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trustees holding office pursuant to these Bylaws shall constitute a quorum for
the transaction of business. In the absence of a quorum, a majority of the
trustees present may adjourn from time to time until they can secure the
attendance of a quorum. The act of a majority of the trustees present at any
meeting at which a quorum is present shall be the act of the Board of Trustees,
except as otherwise expressly required under the provisions of the 1940 Act, or
where a larger vote is required by law, the Declaration of Trust, or these
Bylaws.
SECTION 3.9. Removal of Trustees. Any trustee may be removed from office,
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either for or without cause, at any annual or special meeting of shareholders by
the affirmative vote of a majority of the outstanding shares entitled to vote
for the election of trustees. The notice calling such meeting shall state that
the shareholders intend to act upon such removal and the vacancy caused by such
removal may be filled at the meeting by vote of a majority of the shares
represented at the meeting and entitled to vote for the election of trustees.
SECTION 3.10. Action Without Meeting. Subject to the provisions of the 1940
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Act, any action permitted or required by law, these Bylaws, or by the
Declaration of Trust to be taken at a meeting of the Board of Trustees or any of
its committees may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all the members of the Board of Trustees
or such committee and filed with the minutes of such meeting. Such consent shall
have the same force and effect as a unanimous vote at a meeting and may be
stated as such in any document or instrument filed with the Secretary of State
of Massachusetts.
SECTION 3.11. Meeting By Conference Telephone. Members of the Board of
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Trustees may participate in a meeting of such Board by means of a conference
telephone or similar communications equipment which allows all participants of
the meeting to hear one another at the same time. Participation in a meeting
pursuant to this Section shall constitute presence in person at such meeting, to
the extent permitted under the 1940 Act or the rules thereunder..
SECTION 3.12. Compensation of Trustees. The Board of Trustees may authorize
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reasonable compensation to trustees for their services as trustees and as
members of committees of the Board of Trustees and may authorize the
reimbursement of reasonable expenses incurred by trustees in connection with
rendering those services.
Members of the Board who are not disinterested trustees within the meaning
of the 1940 Act or Article III, Section 3.3., shall, to the extent consistent
with state law and the Trust's Declaration of Trust, defer to the disinterested
trustees on matters of compensation and reimbursement, but shall not be
precluded from providing input to the disinterested trustees on such matters.
(As revised September 27, 2000)
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ARTICLE IV
COMMITTEES
SECTION 4.1. Executive Committee. The Board of Trustees may, by resolution
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adopted by a majority of the Board, designate an Executive Committee consisting
of the Chairman of the Board and one or more of the trustees of the Trust and
may delegate to such Executive Committee any of the powers of the Board of
Trustees except:
a. the power to declare dividends or distributions on stock;
b. the power to recommend to the shareholders any action which requires
shareholder approval;
c. the power to amend or repeal the bylaws or adopt new bylaws; or
d. the power to approve any merger or share exchange which does not
require shareholder approval.
The Executive Committee shall keep written minutes of its proceedings and
shall report such minutes to the Board. All such proceedings shall be subject to
revision or alteration by the Board, provided that third parties shall not be
prejudiced by such revision or alteration.
SECTION 4.2. Other Committees. The Board of Trustees may, by resolution
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adopted by a majority of the Board, designate one or more committees, each one
consisting of two or more of the trustees. Each committee shall have and may
exercise the powers of the Board of Trustees in the management of the business
and affairs of the Trust to the extent provided in the resolution creating it,
except where action of the Board of Trustees is specified by law. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Trustees. The Board of Trustees shall
have the power at any time to fill vacancies in, to change the size or
membership of, and to discharge any such committees.
SECTION 4.3. General. A committee shall fix its own rules of procedure not
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inconsistent with these Bylaws and with any directions of the Board of Trustees.
It shall meet at such times and places and upon such notice as shall be provided
by rules or resolution of the Board of Trustees. The presence of a majority
shall constitute a quorum for the transaction of business, and in every case an
affirmative vote of a majority of the members of the committee present shall be
necessary for the taking of any action. A committee shall keep regular minutes
of its proceedings and report the minutes to the Board of Trustees when
required, except as the Board otherwise provides. (As amended September 27,
2000)
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ARTICLE V
OFFICERS
SECTION 5.1. Number. The officers of the Trust shall be chosen by the Board
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of Trustees and shall include a Chairman of the Board, a President, a Secretary,
and a Treasurer.
SECTION 5.2. Selection. The Board of Trustees at its first meeting shall
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choose a Chairman of the Board, a President, a Secretary, and a Treasurer, none
of whom, other than the Chairman of the Board, need be a member of the Board.
Any two or more offices, except the office of President, may be held by the same
person, but no officer shall execute, acknowledge, or verify any instrument in
more than one capacity if such instrument is required by law, the Declaration of
Trust, or these Bylaws to be executed, acknowledged, or verified by two or more
officers.
SECTION 5.3. Term of Office. The officers of the Trust shall hold office
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until their successors are chosen and qualified. Any vacancy occurring in any
office of the Trust shall be filled by the Board of Trustees.
SECTION 5.4. Selection of Other Officers and Agents. As deemed necessary,
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the Board of Trustees may appoint other officers and agents who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Trustees. If they so deem,
the Board of Trustees may delegate this power to appoint other officers and
agents to the President or to any other executive officer of the Trust.
SECTION 5.5. Salaries. The salaries of all officers and agents of the Trust
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shall be fixed by the Board of Trustees. If they so deem, the Board of Trustees
may delegate this power to set salaries of officers and agents to the President
or to any other executive officer of the Trust.
SECTION 5.6. Removal. Any officer or agent of the Trust may be removed
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during his term by a majority vote of the Board of Trustees whenever, in its
judgment, removal of such person would serve the best interests of the Trust.
Such removal shall terminate all of such person's authority as an officer or
agent, but his right to salary and any contract rights shall depend on the terms
of his employment and the circumstances of his removal. If they so deem, the
Board of Trustees may delegate this power to remove agents and employees under
their control to the President or to any other executive officer of the Trust.
SECTION 5.7. Chairman of the Board. The Chairman of the Board shall preside
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at meetings of the Board of Trustees. He shall have such other powers as are
usually incident to the office of Chairman of the Board and shall exercise such
other specific powers as the Board of Trustees may from time to time assign to
him.
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SECTION 5.8. President. The President shall have the following powers and
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duties:
(a) He shall be the chief operating officer of the Trust. Subject to the
direction of the Board of Trustees, he shall have general charge of the
operations of the business, affairs and property of the Trust and general
operations of its officers, employees and agents.
(b) Subject to these Bylaws, the President shall exercise all powers and
perform all duties incident to the office of president and chief operating
officer of a corporation, and shall exercise such other powers and perform such
other duties as from time to time may be assigned to the President by the Board
of Trustees.
SECTION 5.9. The Secretary. Except as may otherwise be provided by the
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Board of Trustees, the Secretary of the Trust shall have the following powers
and duties:
a. to keep the minutes of the meetings of shareholders, of the Board
of Trustees, and of any Board committee;
b. to see that all notices are duly given, in accordance with these
Bylaws or as required by law;
c. to be custodian of the corporate records;
d. to keep or cause to be kept for the Trust the shareholder
register described in Section 8.1 of these Bylaws;
e. to have general charge of the share transfer books of the Trust;
f. to perform all duties incidental to the office of secretary and
such other duties as, from time to time, may be assigned to the
Secretary by the President or Board of Trustees.
SECTION 5.10. The Treasurer. Except as may otherwise be provided by the
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Board of Trustees the Treasurer shall:
a. have charge and custody of all the funds and securities of the
Trust, except those which the Trust has placed in the custody of
a bank or trust company pursuant to a written agreement
designating such bank or trust company as custodian of the
property of the Trust;
b. keep full and accurate accounts of the receipts and disbursements
in books belonging to the Trust;
c. cause all monies and other valuables to be deposited to the
credit of the Trust;
d. receive, and give receipts for, monies due and payable to the
Trust from any source;
e. disburse the funds of the Trust and supervise the investment of
its funds as authorized by the Board; and
f. 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 President or the Board of Trustees.
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SECTION 5.11. Bonding. The Board of Trustees may require any officer,
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agent, or employee to give bond for the faithful performance of his duties in
such amount and with such surety or sureties as the Board may deem advisable.
ARTICLE VI
INDEMNIFICATION
The Trust shall indemnify or advance any expenses to the trustees,
shareholders, officers, or employees of the Trust to the extent set forth in the
Declaration of Trust.
ARTICLE VII
WAIVERS OF NOTICE
Whenever, under the provisions of any law, the Declaration of Trust or
these Bylaws, any notice is required to be given to any shareholder, trustee, or
committee member, a waiver of the notice in writing signed by the person or
persons entitled to the notice, whether before or after the time stated in the
notice, as well as attendance at the meeting in person or by proxy, shall be
equivalent to the giving of such notice, unless such attendance is for the
announced purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called or convened.
ARTICLE VIII
SHARES
SECTION 8.1. Register and Record of Shareholders. The Trust shall maintain
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at its offices in the City of Boston, Massachusetts, or at the offices of a
transfer agent, an original or duplicate register containing the names and
addresses of all shareholders and the number of shares of each portfolio held by
each shareholder. The Secretary of the Trust shall maintain the register unless
and until a transfer agent is appointed by the Board of Trustees. The names of
shareholders as they appear on the register shall be the official list of
shareholders of record of the Trust for all purposes. The Trust shall treat the
holder of record of any shares of the Trust as the owner of those shares for all
purposes and shall not be bound to recognize any equitable or other claim to, or
interest in, such shares or any rights deriving from such shares, on the part of
any other person, unless and until such other person becomes the holder of
record of such shares, whether the Trust has actual or constructive notice of
the interest of such other person, except as otherwise provided by the federal
securities laws or the laws of Massachusetts.
SECTION 8.2. Transfers of Shares. The shares of the Trust shall be
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transferable on the books of the Trust upon appropriate authorization in person
by the holder of record of the shares or his duly authorized attorney or legal
representative.
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SECTION 8.3. Account Maintenance Charges. The Board of Trustees may, in
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accordance with such terms and conditions as it may from time to time prescribe,
establish an account maintenance charge to be paid by shareholders of the Trust
for maintenance of their accounts. Any account maintenance charges established
by the Board of Trustees may be charged against income credited to a shareholder
account and, to the extent there is not sufficient income credited to a
shareholder account in any period to cover such charge, the Trust may redeem
sufficient shares owned by a shareholder to cover such charges. A shareholder
charged with any maintenance charge pursuant to this Section as a result of
having an account with a value less than a specified amount shall be given
prompt written notice at the time of imposition of such charge.
ARTICLE IX
CUSTODIAN
All assets of the Trust shall be deposited in the safekeeping of such banks
or other companies as the Board of Trustees may from time to time determine.
Every arrangement entered into with any bank or other company for the
safekeeping of the securities and investments of the Trust shall contain
provisions complying with all applicable law, rules and regulations.
ARTICLE X
MISCELLANEOUS
SECTION 10.1. Fiscal Year. Unless otherwise determined by the Board of
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Trustees, the fiscal year of the Trust shall begin on January 1, and end on
December 31, in each year.
SECTION 10.2. Annual Statement. The President or the Treasurer shall
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prepare or cause to be prepared annually a full and correct statement of affairs
of the Trust for the preceding fiscal year, which shall be submitted at the
Annual Meeting.
ARTICLE XI
AMENDMENT
SECTION 11.1. By Shareholders. These Bylaws may be amended, altered,
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repealed, or added to at any regular meeting of the shareholders or at any
special meeting called for that purpose, by the affirmative vote of a majority
of the shares entitled to vote and represented at such meeting.
SECTION 11.2. By Trustees. The Board of Trustees may alter and amend,
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adopt, replace, or add to these Bylaws at any regular meeting of the Board, or
at any special meeting of the Board called for that purpose, by the affirmative
vote of a majority of such Board, except where a vote of shareholders is
required by law, the Declaration of Trust, or these Bylaws.
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