Keyport Variable Investment Trust
BY-LAWS
MARCH 4, 1993
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 and as hereafter
amended ("Declaration of Trust") of Keyport 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.
Section 1.02. Principal Office. A principal office of the Trust shall be located
in Boston, Massachusetts. The Trust may, in addition, establish and maintain
such other offices and places of business as the Board of Trustees may from time
to time determine.
Section 1.03. Seal. The seal of the Trust shall be circular in form and shall
bear the name of the Trust, the word "Massachusetts," and the year of its
organization. The form of the seal shall be subject to alteration by the Board
of Trustees and the seal may be used by causing it or a facsimile to be
impressed or affixed or printed or otherwise reproduced. Any officer or Trustee
of the Trust shall have authority to affix the seal of the Trust to any document
requiring the same. Unless otherwise required by the Board of Trustees, the seal
shall not be necessary to be placed on, and its absence shall not impair the
validity of, any document, instrument or other paper executed and delivered by
or on behalf of the Trust.
ARTICLE II
BOARD OF TRUSTEES
Section 2.01. Number and Term of Office. The Board of Trustees shall initially
consist of the initial sole Trustee and his or her successor, which number may
be increased or subsequently decreased by a resolution of a majority of the
entire Board of Trustees, provided that the number of Trustees shall not be less
than one nor more than twenty-three. Each Trustee (whenever selected) shall hold
office until the next meeting of shareholders and until his successor is elected
and qualified or until his earlier death, resignation, or removal. The initial
Trustee shall be the person designated in the Declaration of Trust.
Section 2.02. Power to Declare Dividends.
(a) The Board of Trustees, from time to time as it may deem advisable, may
declare and pay dividends to the shareholder of any series of the Trust in cash
or other property of that series, out of any source available to that series for
dividends, according to the respective rights and interest 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 Meeting. Special meetings of the Board of Trustees shall
be held whenever called and at such place and time determined by the President,
or by any one of the Trustees, at the time being in office, at the time and
place specified in the respective notices or waivers of notice of such meetings.
Section 2.05. Notice. If notice of a meeting of the Board of Trustees is
required or desired to be given, notice stating the time and place shall be
mailed to each Trustee at his residence or regular place of business at least
two days before the day on which the meeting is to be held, or caused to be
delivered to him personally or to be transmitted to him by telephone, telegraph,
cable, or wireless at least one day before the meeting. A notice or waiver of
notice of a meeting need not specify the purpose thereof.
Section 2.06. Waiver of Notice. No notice required or desired to be given of any
meeting need be given to any Trustee who attends such meeting in person or to
any Trustee who waives notice of such meeting in writing (which waiver shall be
filed with records of such meeting), whether before or after the time of the
meeting.
Section 2.07. Quorum and Voting. At all meetings of the Board of Trustees, the
presence of a majority of the Trustees then in office shall constitute a quorum
for the transaction of business. In the absence of a quorum a majority of the
Trustees present may adjourn the meeting without further notice, from time to
time, until a quorum shall be present The action of a majority of the Trustees
present at a meeting at which a quorum is present shall be the action of the
Board of Trustees, unless the concurrence of a greater proportion of a
proportion of Trustees who a-re 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 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 the 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 committees (not less than two in the case
of any Executive Committee) shall be determined by the Board of Trustees. Each
member of a committee shall be a Trustee and shall hold office during the
pleasure of the Board.
Section 3.02. Powers of the Executive Committee. Unless otherwise provided by
resolution of the Board of Trustees, the Executive Committee shall have and may
exercise all powers of the Board of Trustees in the management of the business
and affairs of the Trust that may lawfully be exercised by an executive
committee, except the power to recommend to shareholders any matter requiring
shareholder approval amend the Declaration of Trust or By-Laws, or approve any
merger or share exchange that does not require shareholder approval.
Section 3.03. Other Committees of the Board of Trustees. To the extent
provided by resolution of the Board, other committees of the Board shall have
and may exercise any of the powers that may lawfully be granted to the Executive
Committee.
Section 3.04. Proceedings, Quorum and Manner of Acting. In the absence of
appropriate resolution of the Board of Trustees, each committee may adopt such
rules and regulations governing its proceedings, quorum and manner of acting, as
it shall deem proper and desirable. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum may appoint a member of the Board of Trustees to act in the
place of such absent member.
Section 3.05. Other Committees. The Board of Trustees may appoint other
committees, each consisting of one or more persons, who need not be Trustees.
Each such committee shall have such powers and perform such duties as may be
assigned to it from time to time by the Board of Trustees, but shall not
exercise any power which may lawfully be exercised only by the Board of Trustees
or a committee thereof.
Section 3.06. Action without a Meeting. Any action required or permitted to be
taken at any meeting of any committee may be taken without a meeting, if all the
members thereof consent to the action in writing, and such written consents are
filed with the minutes of proceedings of the Board of Trustees or of the
committee.
Section 3.07. Waiver of Notice. Whenever any notice of the time, place or
purpose of any meeting of any committee is required to be given under the
provisions of any applicable law or under the provisions of the Declaration of
Trust or these By-Laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice and filed with the records of the meeting,
whether before or after the holding of such meeting, or actual attendance at the
meeting in person, shall be deemed equivalent to the giving of such notice to
such persons.
ARTICLE IV
OFFICERS
Section 4.01. General. The officers of the Trust shall be a President, a
Secretary, and a Treasurer, who shall be elected by the Trustees. The Trustees
may elect or appoint such other officers or agents as they deem advisable
including, without limitation, a Controller, one or more Vice Presidents, one or
more Assistant Treasurers, and one or more Assistant Secretaries.
Section 4.02. Term of Office and Qualifications. Except as otherwise
provided by law, the Declaration of Trust of these by-laws, the President, the
Treasurer and the Secretary shall each hold office until his successor shall
have been duly elected and qualified or until his or her earlier death,
resignation or removal, and all other officers shall hold office at the pleasure
of the Trustees. Any person may hold one or more offices of the Trust except the
offices of President and Vice-President, but no officer shall execute,
acknowledge, or verify an instrument in more than one capacity, if such
instrument is required by law, by the Declaration of Trust, or by these By-Laws
to be executed, acknowledged or verified by two or more officers. The Chairman
of the Board, if any, shall be chosen from among the Trustees of the Trust and
may hold such office only so long as he continues to be a Trustee. No other
officer need be a Trustee.
Section 4.03. Resignation. Any officer may resign his office at any time by
delivering a written resignation to the Board of Trustees, the President, the
Secretary, or any Assistant Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
Section 4.04. Removal. Any officer may be removed from office, whenever in the
Board's judgment the best interest of the Trust will be served thereby, by the
vote of a majority of the Trustees then in office given at any regular or
special meeting. In addition, any officer or agent appointed by an officer or
committee may be removed, either with or without cause, by such appointing
officer or committee.
Section 4.05. Chairman of the Board. In the absence or disability of the
President, the Chairman of the Board, if there be such an officer, shall preside
at all shareholders' meetings and at all meetings of the Board of Trustees. He
shall have such other powers and perform such other duties as may be assigned to
him or her from time to time by the Board of Trustees.
Section 4.06. Powers and Duties of the President. The President may call
meetings of the Trustees and of any Committee thereof when he deems it necessary
and shall preside at all meetings of the Shareholders. Subject to the control of
the Trustees and to the control of any Committees of the Trustees, within their
respective spheres, as provided by the Trustees, he shall at all times exercise
a general supervision and direction over the affairs of the Trust. He shall have
the power to employ attorneys and counsel for the Trust and to employ such
subordinate officers. agents, clerks and employees as he may find necessary to
transact the business of the Trust. He shall also have the power to grant,
issue, execute or sign such powers of attorney, proxies or other documents as
may be deemed advisable or necessary in furtherance of the interests of the
Trust. The President shall have such other powers and duties, as from time to
time may be conferred upon or assigned to him by the Trustees.
Section 4.07. Powers and Duties of Vice Presidents. In the absence or disability
of the President, the Vice President or, if there be more than one Vice
president, any Vice President designated by the Trustees shall perform all the
duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees and the President.
Section 4.08. Powers and Duties of the Treasurer. The Treasurer shall be the
principal financial officer of the Trust, and, in the absence of a Controller of
the Trust serving as the principal accounting officer, shall be the principal
accounting officer of the Trust. He shall deliver all funds of the Trust which
may come into his hands to such Custodian as the Trustees may employ pursuant to
Article V of these By-Laws. He shall render a statement of condition of the
finances of the Trust to the Trustees as often as they shall require the same
and he shall in general perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the Trustees. The Treasurer shall give a bond for the faithful discharge of his
duties, if required so to do by the Trustees, in such sum and with such surety
or sureties as the Trustees shall require.
Section 4.09. Powers and Duties of the Secretary. The Secretary shall keep the
minutes of all meetings of the Trustees and of the Shareholders in proper books
provided for that purpose; he shall have custody of the seal of the Trust; he
shall have charge of the Share transfer books, lists and records unless the same
are in the charge of the Transfer Agent. He shall attend to the giving and
serving of all notices by the Trust in accordance with the provision of these
By-Laws and as required by law; and subject to these By-Laws, he shall in
general perform all duties incident to the office of 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 so to do 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, or other compensation of
the officers and Trustees of the Trust shall be fixed from time to time by the
Board of Trustees.
Section 4.13. Surety Bonds. The Board of Trustees may require any officer or
agent of the Trust to execute a bond to the Trust (including, without
limitation, any bond required by the 1940 Act and the rules and regulations of
the SEC thereunder) in such sum and with such surety or sureties as the Board of
Trustees may determine, conditioned upon the faithful performance of his duties
to the Trust, including responsibility for negligence and for the accounting of
any of the Trust's property, funds, or securities that may come into his hands.
ARTICLE V
CUSTODY OF SECURITIES
Section 5.01. Employment of a Custodian. The Trust shall place and at all times
maintain in the custody of a Custodian (including any sub-custodian for the
Custodian) all securities and similar investments owned by the Trust for the
benefit of any series and cash representing the proceeds from sales of
securities owned by the Trust for the benefit of any series and of capital stock
or other units of beneficial interest issued to the Trust for the benefit of any
series, payments of principal upon securities owned by the Trust for the benefit
of any series, or capital distribution in respect to capital stock or other
units of beneficial interest owned by the Trust for the benefit of any series,
pursuant to a written contract with such Custodian. The Custodian shall be a
bank or trust company having not less than $2,000,000 aggregate capital, surplus
and undivided profits (as shown in its last published report).
Section 5.02. Provisions of Custodian Contract. The Custodian contract shall be
upon such terms and conditions and may provide for such compensation as the
Board of Trustees deems necessary or appropriate, provided that such contract
shall include all such provisions that are required by, and shall otherwise
comply with, the applicable provisions of the 1940 Act and the rules and
regulations thereunder as in effect from time to time.
ARTICLE VI
EXECUTION OF INSTRUMENTS, RIGHTS AS SECURITY HOLDER
Section 6.01. General. All deeds, documents, transfers, contracts, agreements
and other instruments requiring execution by the Trust shall be signed by the
President, any Vice-President, or the Treasurer, or as the Board of Trustees
may otherwise, from time to time, authorize. Any such authorization may be
general or confined to specific instances.
Section 6.02. Rigbts as Security Holder. Unless otherwise ordered by the Board
of Trustees, any officer shall have full power and authority on behalf of the
Trust to (1) exercise (or waive) any and all rights, powers and privileges
incident to the ownership of any securities or other obligations which may be
owned by the Trust; and (2) attend and to act and to vote, or in the name of the
Trust to execute proxies to vote, at any meeting of security holders of any
company in which the Trust may hold securities. At any such meeting, any officer
shall possess and may exercise (in person or by proxy) any and all rights,
powers and privileges incident to the ownership of such securities.
ARTICLE VII
SHARES OF BENEFICIAL INTEREST
Section 7.01. Certificates. Each shareholder shall be entitled, upon request, to
a certificate or certificates which shall represent and certify the number,
kind, series and class of full shares owned by him in the Trust. No certificates
shall be issued for fractional shares. Each certificate shall be signed by the
President or a Vice President and countersigned by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer and shall be sealed with
the Seal. The signatures may be either manual or facsimile signatures and the
seal may be either facsimile or any other form of seal. In case any officer who
has signed any certificate ceases to be an officer of the Trust before the
certificate is issued, the certificate may nevertheless be issued by the Trust
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, the old certificates,
if any, shall be canceled, and the new record holder, upon request, shall be
entitled to a new certificate or certificates.
Section 7.04. Registered Shareholders. The Trust shall be entitled to treat the
holder of record of shares of each series as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it shall
have express or other notice thereof except as otherwise provided by the laws of
Commonwealth of Massachusetts.
Section 7.05. Transfer Agents and Registrars. The Board of Trustees may, from
time to time, appoint or remove transfer agents and/or registrars of transfers
of shares of the Trust, and it may appoint the same person as both transfer
agent and registrar. Upon any such appointment being made, all certificates
representing shares thereafter issued shall be countersigned by one of such
transfer agents or by one of such registrars of transfers or by both and shall
not be valid unless so countersigned. If the same person shall be both transfer
agent and registrar, only one countersignature by such person shall be required.
Section 7.06. Fixing of Record Date. The Board of Trustees may fix in advance a
date as a record date for the determination of the shareholders of any series
entitled to notice of or to vote at any meeting of such shareholders or any
adjournment thereof, or to express consent to Trust action in writing without a
meeting, or to receive payment of any dividend or other distribution or
allotment of any rights, or to exercise any rights in respect of any change,
conversion, or exchange of shares of such series, or for the purpose of any
other lawful action, provided that such record date shall not be a date more
than 60 days, and, in the case of a meeting of shareholders, not less than 10
days, prior to the date on which the particular action requiring such
determination of shareholders of such series is to be taken. In such case only
such shareholders as shall be shareholders of record of such series on the
record date so fixed shall be entitled to such notice of, and to vote at, such
meeting or adjournment, or to give such consent, or to receive payment of such
dividend or other distribution, or to receive such allotment of rights, or to
exercise such rights, or to take such other action, as the case may be,
notwithstanding any transfer or redemption of any shares of such series on the
books of the Trust after any such record date. If no record date has been fixed
for the determination of shareholders, the record date for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day on which notice of the meeting is mailed,
which shall not be more than 70 days before the meeting, or, if notice is waived
by all shareholders entitled thereto, at the close of business on the tenth day
before the day on which the meeting is held.
Section 7.07. Lost, Stolen, or Destroyed Certificates. Before issuing a new
certificate for shares of any series of the Trust alleged to have been lost,
stolen, or destroyed, the Board of Trustees or any officer authorized by the
Board may, in its or his discretion, require the owner of the lost, stolen, or
destroyed certificate (or his legal representative) to give the Trust a bond or
other indemnity, in such form and in such amount as the Board or any such
officer may direct and with such surety or sureties as may be satisfactory to
the Board or any such officer, sufficient to indemnify the Trust against any
claim that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of such new certificate.
Section 7.08. Discontinuance of Issuance of Certificates. The Trustees may at
any time discontinue the issuance of share certificates and may, by written
notice to each shareholder, require the surrender of share certificates to the
Trust for cancellation. Such surrender and cancellation shall not affect the
ownership of shares in the Trust.
ARTICLE VIII
FISCAL YEAR ACCOUNTANT
Section 8.01. Fiscal Year. The fiscal year of the Trust shall be established
by the Board of Trustees.
Section 8.02. Accountant. The Trust shall employ an independent public
accountant or firm of independent public accountants as its 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 ByLaws of
the Trust, whether adopted by the Board of Trustees or the shareholders, shall
be subject to amendment, alteration, or repeat 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 to any meeting, the notice or waiver of notice of which shall have
specified or summarized the proposed amendment, alteration, repeal, or new
By-Laws or
(b) the Trustees, at any regular or special meeting.
Section 9.02. By Shareholders Only.
(a) No amendment of any section of these By-Laws shall be made except by the
shareholders of the Trust, if the By-Laws provide that such section may not be
amended, altered or repealed except by the shareholders.
(b) From and after the effectiveness of the Trust's Registration Statement under
the Securities Act of 1933, no amendment of this Article IV or Article X shall
be made except by the shareholders of the Trust.
ARTICLE X
MISCELLANEOUS
Section 10.01. Restrictions and Limitations
(a) The Trust shall not lend assets of the Trust to any officer or Trustee of
the Trust or to any officer, director, or stockholder (or partner of a
stockholder) of, or person financially interested in, the investment adviser or
any underwriter of the Trust, or to the investment adviser of the Trust or to
any underwriter of the Trust.
(b) The Trust shall not restrict the transferability or negotiability of
the shares of the Trust, except in conformity with the statements with respect
thereto contained in the Trust's Registration Statement, and not in
contravention of such rules and regulations as the SEC may prescribe.
(c) The Trust shall not permit any officer or Trustee of the Trust, or any
officer, director, or stockholder (or partner of a stockholder) of the
investment adviser or any underwriter of the Trust to deal for or on behalf of
the Trust with himself as principal or agent, or with any partnership,
association or trust in which he has a financial interest; provided that the
foregoing provisions shall not prevent, to the extent consistent with applicable
securities laws: (1) officers and Trustees of the Trust from buying, holding,
redeeming, or selling shares in the Trust, or from being officers, directors, or
stockholders (or partners of a stockholder) of or otherwise financially
interested in the investment adviser or any underwriter of the Trust; (2)
purchases or sales of securities or other property by the Trust from or to an
affiliated person or to the investment adviser or any underwriter of the Trust,
if such transactions are not prohibited by the 1940 Act or have been exempted by
SEC order from the prohibitions of the 1940 Act; (3) purchases of investments
for the portfolio of the Trust through a securities dealer who is, or one or
more of whose partners, stockholders, officers, or directors is, an officer or
Trustee of the Trust, if such transactions are handled in the capacity of broker
only and commissions charged do not exceed customary brokerage charges for such
services; (4) employment of legal counsel, registrar, transfer agent, dividend
disbursing agent, or custodian who is, or has a partner, stockholder, officer,
or director who is, an officer or Trustee of the Trust, if only customary fees
are charged for services to the Trust; (5) sharing statistical research, legal
and management expenses and office hire and expenses with any other investment
company in which an officer or Trustee of the Trust is an officer, trustee, or
director or otherwise financially interested.
