BYLAWS EXHIBIT 2
OF
ALLMERICA INVESTMENT TRUST
(AS AMENDED MAY 12, 1992)
ARTICLE I
AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE
1.1 Agreement and Declaration of Trust. These Bylaws shall be subject to the
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Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of Allmerica Investment Trust, 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
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located in Worcester, Massachusetts.
ARTICLE II
MEETINGS OF TRUSTEES
2.1 Regular Meetings. Regular meetings of the Trustees may be held without
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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
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and at any place designated in the call of the meeting when called by the
Chairman of the Board or the Treasurer 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 the Trustee of a special meeting
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to send notice by mail at least forty-eight hours or by telegram 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 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 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. 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
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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.
2.5 Action by Written Consent. Except where otherwise required under the
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Investment Company Act of 1940, as amended, and under any other State or
Federal law or regulation applicable to the Trust, any action required or
permitted to be taken at any meeting of the Board of Trustees or any
committee thereof may be taken without a meeting if written consent thereto
is signed by a majority of the members of the Board of Trustees of
committee (as the case may be) and such written consent if filed
with the minutes of the proceedings of the Board of Trustees or committee;
such consents shall be treated for all purposes as a vote at a meeting.
2.6 Remuneration. The Trustees shall determine the amount of any retainer to
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be paid to the Trustees annually and the amount of any expense
reimbursement or remuneration to be paid to Trustees for attendance at
meetings.
ARTICLE III
OFFICERS
3.1 Enumeration: Qualification. The officers of the Trust shall be a
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Chairman of the Board, a President, a Treasurer, a Controller, a Secretary,
and such other officers, if any, as the Trustees from time to time may be
in their discretion elect. The Trust may also have such agents as the
Trustees from time to time may in their discretion appoint. Any officer
may, but need not, be a Trustee. Any two or more offices may be held by
the same person. A Trustee of officer may, but need not, be a shareholder.
3.2 Election. The Chairman of the Board, the President, the Treasurer, the
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Controller and the Secretary shall be elected annually by the Trustees.
3.3 Tenure. The Chairman of the Board, the President, the Treasurer, the
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Controller and the Secretary shall hold office until their respective
successors are chosen and qualified, in each case until he or she sooner
dies, resigns, is removed or becomes disqualified.
3.4 Powers. Subject to the other provisions of these Bylaws, each officer
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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 of the Board. The Chairman of the Board shall be the chief
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executive officer of the Trust unless the Trustee designate another officer
of the Trust as its chief executive officer.
The chief executive officer shall, subject to the control of the Trustees,
direct and manage the affairs of the Trust. The Chairman of the Board
shall preside at all meetings of the shareholders and regular or special
meetings of the Trustees.
If the chief executive officer should be absent or unable to discharge the
duties of his office, and officer designated by the chief executive officer
shall act.
3.6 President. In the absence of the Chairman of the Board, the President
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shall preside at all meetings of the shareholders and of the Trustees.
3.7 Treasurer; Controller. The Treasurer shall be the chief financial officer
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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 servicing or
similar agent, be in charge of the valuable papers 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 Chairman of the Board.
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The Controller shall be the chief accounting officer of the Trust and shall
be in charge of its books of account and accounting records. The
Controller shall be responsible for preparation of financial statements of
the Trust, and shall have such other duties and powers as may be designated
from time to time by the Trustees or by the Chairman of the Board.
3.8 Secretary. The Secretary shall record all proceedings of the shareholders
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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 from any meeting of the shareholders or Trustees, an
Assistant Secretary, or if there be none or if he or she is absent, a
temporary Secretary chosen at such meeting shall record the proceedings
thereof in the aforesaid books.
3.9 Resignations and Removals. Any Trustee or officer may resign at any time
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by written instrument signed by him or her and delivered to the Chairman of
the Board of 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 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 IV
COMMITTEES
4.1 General. The Trustees may elect, by majority vote, two or more Trustees to
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constitute an Executive Committee, which committee shall have and may
exercise when the Trustees are not in session any or all powers of the
Trustees in the management of the business and affairs of the Trust to the
extent granted by the Trustees and permitted under applicable law.
The Trustees likewise may appoint from their number other committees from
time to time, the number (not less than two) composing such committees, and
the functions to be performed by the same to be determined by the majority
vote of the Trustees. The term of any member of any committee shall be
fixed by the Trustees.
The Trustees may appoint an advisory board to consist of not more than five
members. The members of the advisory board shall be compensated in such
manner as the Trustees may determine and shall confer with and advise the
Trustees regarding the investments and other affairs of the Trust. Each
member of the advisory board shall hold office until the first meeting of
the Trustees following the next meeting of the shareholders and until his
or her successor is elected and qualified, or until he or she sooner dies,
resigns, is removed or becomes disqualified, or until the advisory board is
sooner abolished by the Trustees.
4.2 Quorum; Voting. A majority of the members of any committee of the Trustees
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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 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
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participation by such means shall constitute presence in person at a
meeting.
ARTICLE V
REPORTS
5.1 General. The Trustees and officers shall render reports at the time and in
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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 required by the Trustees.
ARTICLE VI
FISCAL YEAR
6.1 General. Except a from time to time otherwise provided by the Trustees,
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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 VII
SEAL
7.1 General. The seal of the Trust shall consist of a flat-faced die with the
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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 VIII
EXECUTION OF PAPERS
8.1 General. Except as the Trustees may generally or in particular cases
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authorize the execution thereof in some other manner, all deeds, lease,
contracts, notes and other obligations made by the Trustees shall be signed
by the Chairman of the Board, the President or by the Treasurer and need
not bear the seal of the Trust.
ARTICLE IX
ISSUANCE OF SHARES AND SHARE CERTIFICATES
9.1 Sale of Shares. Except as otherwise determined by the Trustees, the Trust
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will issue and sell for cash or securities from time to time, full and
fractional shares of its shares of beneficial interest, such shares to be
issued and sold at a price of not less than net asset value per share as
from time to time determined in accordance with the Declaration of Trust
and these Bylaws and, in the case of fractional shares, at a proportionate
reduction in such price. In the case of shares sold for securities, such
securities shall be valued in accordance with the provisions for
determining value of assets of officers of the Trust and severally
authorized to take all such actions as may be necessary or desirable to
carry out this Section 9.1.
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9.2 Share Certificates. In lieu of issuing certificates for share, the
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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 thereof.
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 or her, in such form as shall be
prescribed from time to time by the Trustees. Such certificates shall be
signed by the Chairman of the Board, the President or any Vice President
and by the Treasurer or any 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.
9.3 Loss of Certificates. In the case of the alleged loss, destruction or
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mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees may prescribe.
9.4 Discontinuance of Issuance of Certificates. The Trustees may at any time
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discontinue the issuance of share certificates and may, be written notice
of 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 X
PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S BUSINESS
10.1 Determination of Net Asset Value Per Share. Net asset value per share of
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each series of shares of the Trust shall mean: (i) the value of all 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 or at such other time
and on such other days as the Trustees may determine. 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,
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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 Trustee of 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 XI
SHAREHOLDERS
11.1 Shareholders Meetings. A meeting of the shareholders of the Trust or of
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any one or more series of shares may be called at any time by the Trustees,
by the President or, if the Trustees and the President shall fail to call
any meeting of shareholders for a period of 30 days after written
application of one or more shareholders who hold at least 10% of all
outstanding shares of the Trust, if shareholders of all series are required
under the Declaration of Trust to vote in aggregate and not by individual
series at such meeting, of any series, if shareholders of such series are
entitled under the Declaration of Trust to vote by individual series at
such meeting, then such shareholders may call such meeting. If the meeting
is a meeting of the shareholders of one or more series of shares, but not a
meeting of all shareholders of such one or more series shall be entitled to
notice of and to vote at the meeting. Each call of a meeting shall state
the place, date, hour and purposes of the meeting.
11.2 Record Dates. For the purpose of determining the shareholders who are
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entitled to vote or act at any meeting or an 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 90 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 XII
AMENDMENTS TO THE BYLAWS
12.1 General. These Bylaws may be amended or repealed, in whole or in part, by
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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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