AMENDED AND RESTATED
BY-LAWS
OF
NATIXIS FUNDS TRUST III
(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 Restatement of Amended Agreement
and Declaration of Trust, as from time to time in effect (the
Declaration of Trust), of Natixis Funds Trust III (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 Trusts 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 xxx 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 Trusts 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 Persons 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 Persons
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 Persons 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 Persons 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 Persons
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 Persons 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 Persons 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 persons 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 is 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 the
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 Trusts 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
Intentionally Omitted
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 Shareholders 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.
ARTICLE 15
Independent Trustees
15.1 Authority to Hire Staff. The Independent Trustees of the Trust
shall have the express authority to hire employees and retain advisers
and experts necessary to assist them in carrying out their duties to
the Trusts shareholders, at the expense of the appropriate Trust.
