AMENDED AND RESTATED BY-LAWS
OF
CDC NVEST COMPANIES TRUST I
(February 27, 2004)
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject to
the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of CDC Nvest Companies Trust I (the "Trust"), the
Massachusetts business trust established by the Declaration of Trust.
1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall
be located in Boston, Massachusetts.
ARTICLE 2
Meetings 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.
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 Board, if any, the President or the Treasurer or by two or more
Trustees, with sufficient notice thereof being given to each Trustee by the
Clerk, Assistant Clerk, Secretary or an Assistant Secretary or by the officer or
the Trustees calling the meeting.
2.3 NOTICE. It shall be sufficient notice to a Trustee of a special meeting
to send notice of the time, date and place of such meeting by (a) mail or
courier at least forty-eight hours in advance of the meeting; (b) by telegram,
telefax, e-mail or by other electro-mechanical means addressed to the Trustee at
his or her usual or last known business or residence address (or fax number or
e-mail address as the case may be) at least twenty-four hours before the
meeting; or (c) 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. Except as required by law, neither notice of a
meeting nor a waiver of a notice need specify the purposes of the meeting.
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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 to
any Trustee who was present at the time of such adjournment; notice of the time
and place of any adjourned session of any such meeting shall, however, be given
in a manner provided in Section 2.3 of these By-Laws to each Trustee who was not
present at the time of such adjournment.
2.5 ACTION BY VOTE. When a quorum is present at any meeting, a majority of
Trustees present may take any action, except when a larger vote is expressly
required by law, by the Declaration of Trust or by these By-Laws. Subject to
applicable law, the Trustees by majority vote may delegate to any one of their
number their authority to approve particular matters or take particular actions
on behalf of the Trust.
2.6 ACTION BY WRITING. Except as required by law, any action required or
permitted to be taken at any meeting of the Trustees may be taken without a
meeting if a majority of the Trustees (or such larger proportion thereof as
shall be required by any express provision of the Declaration of Trust or these
By-Laws) consent to the action in writing and such written consents are filed
with the records of the meetings of the Trustees. Such consent shall be treated
for all purposes as a vote taken at a meeting of Trustees. Written consents of
the Trustees may be executed in one or more counterparts. Execution of a written
consent or waiver and delivery thereof to the Trust may be accomplished by
telefax, e-mail or other electro-mechanical means.
2.7 PRESENCE THROUGH COMMUNICATIONS EQUIPMENT. Except as required by
applicable law, the Trustees may participate in a meeting of Trustees by means
of a conference telephone or similar 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 3
Officers
3.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
President, a Treasurer, a Secretary, 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. If a Chairman of the Board is elected, he or she shall be a Trustee and
may, but need not be, a Shareholder; and any other officer may be, but none need
be, a Trustee or Shareholder. Any two or more offices may be held by the same
person.
3.2 ELECTION AND TENURE. The President, the Treasurer, the Secretary, the
Clerk and such other officers as the Trustees may in their discretion from time
to time elect shall each be elected by the Trustees to serve until his or her
successor is elected or qualified, or until he or she sooner dies, resigns, is
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removed or becomes disqualified. Each officer shall hold office and each agent
shall retain authority at the pleasure of the Trustees.
3.3 POWERS. Subject to the other provisions of these By-Laws, each officer
shall have, in addition to the duties and powers herein and set forth in the
Declaration of Trust, 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.
3.4 PRESIDENT AND VICE PRESIDENTS. The President shall have the duties and
powers specified in these By-Laws and shall have such other duties and powers as
may be determined by the Trustees. Any Vice Presidents shall have such duties
and powers as shall be designated from time to time by the Trustees.
3.5 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the Trust shall
be the Chairman of the Board, the President or such other officer as is
designated by the Trustees and shall, subject to the control of the Trustees,
have general charge and supervision of the business of the Trust and, except as
the Trustees shall otherwise determine, preside at all meetings of the
Shareholders and of the Trustees. If no such designation is made, the President
shall be the Chief Executive Officer.
3.6 CHAIRMAN OF THE BOARD. If a Chairman of the Board of Trustees is
elected, he or she shall have the duties and powers specified in these By-Laws
and shall have such other duties and powers as may be determined by the
Trustees.
3.7 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, administrator or transfer, shareholder 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.
3.8 SECRETARY AND CLERK. The Secretary or 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 Secretary or Clerk 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 officer may resign at any time by
written instrument signed by him or her and delivered to the President, the
Clerk or 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.
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The Trustees may remove any officer with or without cause. Except to the extent
expressly provided in a written agreement with the Trust, no 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
Indemnification
4.1 TRUSTEES, OFFICERS, ETC. The Trust shall indemnify each of its Trustees
and officers (including persons who serve at the Trust's request as directors,
officers or trustees of another organization in which the Trust has any interest
as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered
Person") against all liabilities and expenses, including, but not limited to,
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of any alleged act or
omission as a Trustee or officer or by reason of his or her being or having been
such a Trustee or officer, except with respect to any matter as to which such
Covered Person shall have been finally adjudicated in any such action, suit or
other proceeding not to have acted in good faith in the reasonable belief that
such Covered Person's action was in the best interest of the Trust and except
that no Covered Person shall be indemnified against any liability to the Trust
or its Shareholders to which such Covered Person would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such Covered Person's office. Expenses,
including counsel fees so incurred by any such Covered Person, may be paid from
time to time by the Trust in advance of the final disposition of any such
action, suit or proceeding on the condition that the amounts so paid shall be
repaid to the Trust if it is ultimately determined that indemnification of such
expenses is not authorized under this Article.
4.2 COMPROMISE PAYMENT. As to any matter disposed of by a compromise
payment by any such Covered Person referred to in Section 4.1 above, pursuant to
a consent decree or otherwise, no such indemnification either for said payment
or for any other expenses shall be provided unless such compromise shall be
approved as in the best interests of the Trust, after notice that it involved
such indemnification (a) by a disinterested majority of the Trustees then in
office; or (b) by a majority of the disinterested Trustees then in office; or
(c) by any disinterested person or persons to whom the question may be referred
by the Trustees, provided that in the case of approval pursuant to clause (b) or
(c) there has been obtained an opinion in writing of independent legal counsel
to the effect that such Covered Person appears to have acted in good faith in
the reasonable belief that his or her action was in the best interests of the
Trust and that such indemnification would not protect such Covered Person
against any liability to the Trust or its Shareholders to which such Covered
Person would otherwise be subject by reason of willful misfeasance, bad faith,
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gross negligence or reckless disregard of the duties involved in the conduct of
office; or (d) by vote of Shareholders holding a majority of the Shares entitled
to vote thereon, exclusive of any Shares beneficially owned by any interested
Covered Person. Approval by the Trustees pursuant to clause (a) or (b) or by any
disinterested person or persons pursuant to clause (c) of this Section shall not
prevent the recovery from any Covered Person of any amount paid to such Covered
Person in accordance with any of such clauses as indemnification if such Covered
Person is subsequently adjudicated by a court of competent jurisdiction not to
have acted in good faith in the reasonable belief that such Covered Person's
action was in the best interests of the Trust or to have been liable to the
Trust or its Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
Covered Person's office.
4.3 INDEMNIFICATION NOT EXCLUSIVE. The right of indemnification hereby
provided shall not be exclusive of or affect any other rights to which any such
Covered Person may be entitled. As used in this Article 4, the term "Covered
Person" shall include such person's heirs, executors and administrators; an
"interested Covered Person" is one against whom the action, suit or other
proceeding in question or another action, suit or other proceeding on the same
or similar grounds is then or has been pending; and a "disinterested Trustee" or
"disinterested person" is a Trustee or a person against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending. Nothing contained in
this Article shall affect any rights to indemnification to which personnel of
the Trust, other than Trustees and officers, and other persons may be entitled
by contract or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of any such person.
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 shall render such additional reports as they may deem desirable or as
may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
6.1 GENERAL. The initial fiscal year of the Trust and/or any Series thereof
shall end on such date as is determined in advance or in arrears by the
Treasurer or the Trustees and subsequent fiscal years shall end on such date in
subsequent years. The Trustees shall have the power and authority to amend the
year-end date for the fiscal year of the Trust and/or any Series thereof. The
Trust and any such Series thereof may have different fiscal year-end dates if
deemed necessary or appropriate by the Trustees.
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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 checks, notes, drafts
and other obligations and all registration statements and amendments thereto and
all applications and amendments thereto to the Securities and Exchange
Commission shall be signed by the Chairman, if any, the President, any Vice
President, Secretary, Clerk or the Treasurer or any of such other officers or
agents as shall be designated for that purpose by a vote of the Trustees.
ARTICLE 9
Provisions Relating to the Conduct of the Trust's Business
9.1 DETERMINATION OF NET ASSET VALUE. The Trustees or any officer or
officers or agent or agents of the Trust designated from time to time for this
purpose by the Trustees shall determine at least once daily the net income and
the value of all the assets belonging to any Series or attributable to any class
of Shares of the Trust on each day upon which the New York Stock Exchange is
open for unrestricted trading and at such other times as the Trustees shall
designate. In determining asset values, all securities for which representative
market quotations are readily available shall be valued at market value (unless
the Trustees determine that some event has caused the market value to be
unreliable in which case fair value will be determined in good faith by the
Trustees), and all securities and other assets for which representative market
quotations are not readily available shall be valued at fair value, all as
determined in good faith by the Trustees or an officer or officers or agent or
agents, as aforesaid, in accordance with accounting principles generally
accepted at the time. Notwithstanding the foregoing, the assets belonging to any
Series or attributable to any class of Shares of the Trust may, if so authorized
by the Trustees, be valued in accordance with the amortized cost method, and the
asset value so determined, subject to the power of the Trustees to alter the
asset value so determined, less total liabilities belonging to that Series or
attributable to any class of Shares (exclusive of capital stock and surplus)
shall be the net asset value until a new asset value is determined by the
Trustees or such officers or agents. In determining the net asset value, the
Trustees or such officers or agents may include in liabilities such reserves for
taxes, estimated accrued expenses and contingencies in accordance with
accounting principles generally accepted at the time as the Trustees or such
officers or agents may in their best judgment deem fair and reasonable under the
circumstances. The manner of determining net asset value may, from time to time,
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be altered as necessary or desirable in the judgment of the Trustees to conform
it to any other method prescribed or permitted by applicable law or regulation.
Determinations of net asset value made by the Trust or such officers or agents
in good faith shall be binding on all parties concerned. The foregoing sentence
shall not be construed to protect any Trustee, officer or agent of the Trust
against any liability to the Trust or its security holders to which he or she
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.
ARTICLE 10
Amendments to the By-Laws
10.1 GENERAL. These By-Laws 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 written consent in lieu thereof.
ARTICLE 11
Proxy Instructions
11.1 PROXY INSTRUCTIONS TRANSMITTED BY TELEPHONIC OR ELECTRONIC MEANS. The
placing of a Shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such Shareholder shall constitute execution of such proxy by or on behalf of
such Shareholder.
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