Exhibit 77Q1(a)
AMENDED AND RESTATED
BY-LAWS
OF
XXXXXX XXXXXX FUNDS I
(September 23, 2008)
ARTICLE 1
Agreement and Declaration
of Trust and Principal Office
1.1 Agreement and Declaration of Trust.
These Amended and Restated By-Laws shall be
subject to the First Amended and Restated
Agreement and Declaration of Trust, as from time
to time in effect (the "Declaration of Trust"), of
Xxxxxx Xxxxxx Funds 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, the Treasurer, any Vice President, the
Secretary or an Assistant Secretary or by two or
more Trustees, with 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
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.
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, an Assistant Treasurer, an
Assistant Secretary 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 one or more Chairmen of
the Board are elected, each such person shall be a
Trustee and may, but need not be, a Shareholder,
and shall be considered an officer of the Board of
Trustees and not of the Trust. 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 and the Secretary, 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 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 President
or such other officer as is designated as such by the
Trustees and shall, subject to the control of the
Trustees, have general charge and supervision of the
business of the Trust.
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. Except as the
Trustees or the By-Laws shall otherwise determine
or provide, the Chairman will preside at all
meetings of the Shareholders and of the Trustees.
Except to the extent the Trustees otherwise
determine, if the Chairman is absent for a meeting
of the Board of Trustees or if there is no Chairman,
either the Chairman of the Contract Review and
Governance Committee or the Chairman of the
Audit Committee shall preside, as determined by
the Board of Trustees. Except as the Trustees
otherwise determine, if the Chairman is absent for a
meeting of the Shareholders, the President of the
Trust or such other officer of the Trust as is
designated by the President shall preside. If the
Trustees determine to have two or more Co-
Chairmen of the Board, the duties of Chairman
(including presiding at meetings of the Trustees)
shall be shared among the Co-Chairmen in such
manner as the Trustees may from time to time
determine.
3.7 Treasurer; Assistant 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.
Any Assistant Treasurer shall have the duties and
powers specified in these By-Laws and may
perform such duties of the Treasurer as the
Treasurer or the Trustees may assign, and, in the
absence of the Treasurer, an Assistant Treasurer
may perform all of the duties of the Treasurer.
3.8 Secretary; Assistant Secretary. The
Secretary or an Assistant Secretary 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 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.
Any Assistant Secretary shall have the duties and
powers specified in these By-Laws and may
perform such duties of the Secretary as the
Secretary or the Board of Trustees may assign, and,
in the absence of the Secretary, an Assistant
Secretary may perform all of the duties of the
Secretary.
3.9 Chief Legal Officer. The Chief Legal
Officer shall, pursuant to Section 307 of the
Xxxxxxxx-Xxxxx Act of 2002, review all reports of
potential material violations of securities laws,
breach of fiduciary duty or similar violations "up
the ladder" to the Funds, evaluate the merits of the
reports, and direct investigative next steps as
applicable and shall perform such other duties as the
Board may from time to time determine.
3.10 Chief Compliance Officer. The Chief
Compliance Officer shall, pursuant to Rule 38a-1
under the Investment Company Act of 1940,
administer the funds' compliance policies and
procedures and shall perform such other duties as
the Board may from time to time determine.
3.11 Anti-Money Laundering Officer. The
Anti-Money Laundering Officer will administer the
Trust's anti-money laundering compliance activities
and shall perform such other duties as the Board
may from time to time determine.
3.12 Resignations; Removals. Any officer
may resign at any time by written instrument signed
by him or her and delivered to the Chairman, if any,
the President 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. 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
Committees
4.1 Quorum; Voting. Except as provided
below or as otherwise specifically provided in the
resolutions constituting a Committee of the Trustees
and providing for the conduct of its meetings or in
the charter of such committee adopted by the
Trustees, a majority of the members of any
Committee of the Trustees 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. If a quorum is
not otherwise present with respect to a Committee,
the Chair of the Board of Trustees will be
considered a member of the Committee for
purposes of determining whether a quorum is
present, but will not be considered a member of the
Committee for purposes of determining whether any
action has been approved by a majority of the
members present. Members of a Committee may
participate in a meeting of such 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 and participation by such
means shall constitute presence in person at a
meeting.
Except as specifically provided in the resolutions
constituting a Committee of the Trustees and
providing for the conduct of its meetings or in the
charter of such committee adopted by the Trustees,
Article 2, Section 2.3 of these By-Laws relating to
special meetings of the Trustees shall govern the
notice requirements for Committee meetings,
provided, however, that such notice need be given
only to the Trustees who are members of such
Committee.
ARTICLE 5
Indemnification
5.1 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 Covered Person 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 interests of
the Trust and except that no Covered Person shall
be indemnified against any liability 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. Expenses, including counsel fees so
incurred by any such Covered Person (but
excluding amounts paid in satisfaction of
judgments, in compromise or as fines or penalties),
shall be paid from time to time by the Trust to a
Trustee who is not an "interested person" of the
Trust and may be paid from time to time by the
Trust to a Trustee who is an "interested person" of
the Trust or to an officer in advance of the final
disposition of any such action, suit or proceeding
upon receipt of an undertaking by or on behalf of
such Covered Person to repay amounts so paid to
the Trust if it is ultimately determined that
indemnification of such expenses is not authorized
under this Article, provided, however, that either (a)
such Covered Person shall have provided
appropriate security for such undertaking, (b) the
Trust shall be insured against losses arising from
any such advance payments or (c) either a majority
of the disinterested Trustees acting on the matter
(provided that a majority of the disinterested
Trustees then in office act on the matter), or
independent legal counsel in a written opinion, shall
have determined, based upon a review of readily
available facts (as opposed to a full trial type
inquiry) that there is reason to believe that such
Covered Person will be found entitled to
indemnification under this Article. For purposes of
the determination or opinion referred to in clause
(c), the majority of disinterested Trustees acting on
the matter or independent legal counsel, as the case
may be, shall afford the Covered Person a
rebuttable presumption that the Covered Person has
not engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's
office.
5.2 Compromise Payment. As to any
matter disposed of (whether by a compromise
payment, pursuant to a consent decree or otherwise)
without an adjudication by a court, or by any other
body before which the proceeding was brought, that
such Covered Person has not acted in good faith in
the reasonable belief that such Covered Person's
action was in the best interests of the Trust or is
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 his or her office, indemnification shall
be provided if (a) approved, after notice that it
involves such indemnification, by at least a majority
of the disinterested Trustees acting on the matter
(provided that a majority of the disinterested
Trustees then in office act on the matter) upon a
determination, based upon a review of readily
available facts (as opposed to a full trial type
inquiry) that such Covered Person has acted in good
faith in the reasonable belief that such Covered
Person's action was in the best interests of the Trust
and is not 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 his or her office, or (b)
there has been obtained an opinion in writing of
independent legal counsel, based upon a review of
readily available facts (as opposed to a full trial type
inquiry) to the effect that such Covered Person
appears to have acted in good faith in the reasonable
belief that such Covered Person's 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 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 his or her office. Any
approval pursuant to this Section shall not prevent
the recovery from any Covered Person of any
amount paid to such Covered Person in accordance
with this Section as indemnification if such Covered
Person is subsequently adjudicated by a court of
competent jurisdiction 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.
5.3 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 5, the term "Covered Person" shall
include such person's heirs, executors and
administrators; and a "disinterested Trustee" is a
Trustee who is not an "interested person" of the
Trust as defined in Section 2(a)(19) of the
Investment Company Act of 1940 (or exempted
from being an "interested person" by any rule,
regulation or order of the Securities and Exchange
Commission) and against whom none of the actions,
suits or other proceedings in question 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 6
Reports
6.1 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 7
Fiscal Year
7.1 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.
ARTICLE 8
Seal
8.1 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 9
Execution of Papers
9.1 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, the Treasurer, any Assistant
Treasurer, the Secretary, any Assistant Secretary or
any of such other officers or agents as shall be
designated for that purpose by a vote of the
Trustees.
ARTICLE 10
Issuance of Share Certificates
10.1 Share Certificates. In lieu of issuing
certificates for shares, the Trustees or the transfer
agent may either issue receipts therefor or may keep
accounts on 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 of this
Article 10.
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 President or
any Vice President and by the Treasurer or any
Assistant Treasurer. Such signatures may be a
facsimile if the certificates are signed by a transfer
agent or registrar, other than a Trustee, office 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 officer is issued, it may be issued by the
Trust with the same effect as if he or she were such
officer at the time of its issue.
10.2 Loss of Certificates. In case of the
alleged loss or destruction or the mutilation of a
share certificate, a duplicate certificate may be
issued in place thereof, upon such terms as the
Trustees shall prescribe.
10.3 Issuance of New Certificates to
Pledgee. A pledgee of shares transferred as
collateral security shall be entitled to a new
certificate if the instrument of transfer substantially
describes the debt or duty that is intended to be
secured thereby. Such new certificate shall express
on its face that it is held as collateral security, and
the name of the pledgor shall be stated thereon, who
alone shall be liable as a shareholder and entitled to
vote thereon.
10.4 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 effect the ownership of shares in the Trust.
ARTICLE 11
Provisions Relating to the
Conduct of the Trust's Business
11.1 Determination of Net Income and Net
Asset Value Per Share. 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 attributable to any
class or series of shares of the Trust on each day on
which the New York Stock Exchange is open for
unrestricted trading and at such other times as the
Trustees shall designate. The net income and net
asset value per share of each class and each series of
shares of the Trust shall be determined in
accordance with the Investment Company Act of
1940 and the rules and regulations thereunder and
any related procedures and/or policies of the Trust,
or an officer or officers or agent or agents, as
aforesaid, as adopted or authorized by the Trustees
from time to time.
11.2 Voting Power. Each whole share shall
be entitled to one vote as to any matter on which it
is entitled to vote and each fractional share shall be
entitled to a proportionate fractional vote.
ARTICLE 12
Shareholders' Voting Powers and Meetings
12.1 Record Dates. For the purpose of determining the
shareholders who are entitled to vote or act at any meeting
or any 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 distribution, and in such case only shareholders of
record on such record date shall have the 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 of such period.
ARTICLE 13
Amendments to the By-Laws
13.1 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 14
Proxy Instructions
14.1 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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2008 A&R Bylaws 092308
