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BY-LAWS
OF
COLONIAL EMPLOYEES MUTUAL FUND, INC.

ARTICLE I
STOCKHOLDERS

SECTION 1. ANNUAL MEETING. - The annual meeting of stockholders for the election of directors and the transaction of such other business as may properly come before corporation, or at such other place within the State of New York as may from time to time be designated by the Board of Directors and stated in the notice of the meeting, commencing in 1955, at four o'clock P.M, on the second Friday of January, in each year.

SECTION 2. NOTICE OF ANNUAL MEETING. - Notice of the annual meeting shall be given to each stockholder entitled to vote at least ten days prior to the meeting.

SECTION 3. SPECIAL MEETINGS. - Special meetings of the stockholders for any purpose or purposes may be called by the Board of Directors, the President or the Secretary and must be called by the President or Secretary upon receipt by either of them of the written request of the holders of a majority of the stock then outstanding and entitled to vote.

SECTION 4. NOTICE OF SPECIAL MEETING. - Notice of a special meeting, stating the time, place and purpose or purposes thereof, shall be given to each stockholder at least ten days prior to the meeting.

SECTION 5. QUORUM. - At any meeting of the stockholders, the holders of one-third of the shares of stock then entitled to vote, shall constitute a quorum for all purposes, except as otherwise provided by law or the Certificate or Incorporation.

SECTION 6. VOTING. - At all meetings of stockholders, every holder of stock then entitled to vote shall, except as may be otherwise provided in the Certificate of Incorporation, have one vote for each share of stock registered in his name, except that in the election of directors, each share of stock shall have as many votes as there are directors to be elected.

Stockholders entitled to vote may be represented at all meetings by proxy, duly authorized in wirting, with the same effect as if personally present.