Exhibit(b)(1)
AMENDED AND RESTATED BY-LAWS
OF
CDC NVEST FUNDS 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 Funds Trust I (the "Trust"), the
Massachusetts business trust established by the Declaration of Trust.
1.2 PRINCIPAL OFFICE OF THE TRUST.
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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.
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 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.
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, 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.
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 CERTAIN DEFINITIONS. When used herein the following words shall have the
following meanings: "Distributor" shall mean any one or more corporations,
firms or associations which have distributor's or principal underwriter's
contracts in effect with the Trust providing that redeemable shares of any
class or series issued by the Trust shall be offered and sold by such
Distributor. "Adviser" shall mean any corporation, firm or association
which may at the time have an advisory or management contract with the
Trust.
9.2 LIMITATION ON DEALINGS WITH OFFICERS OR TRUSTEES. The Trust will not lend
any of its assets to the Distributor or Adviser or to any officer or
director of the Distributor or Adviser or any officer or Trustee of the
Trust and shall not permit any officer or Trustee or any officer or
director of the Distributor or Adviser, to deal for or on behalf of the
Trust with himself or herself as principal or agent, or with any
partnership, association or corporation in which he or she has a financial
interest; provided that the foregoing provisions shall not prevent (a)
officers and Trustees of the Trust or officers and directors of the
Distributor or Adviser from buying, holding or selling shares in the Trust
or from being partners, officers or directors of or otherwise financially
interested in the Distributor or the Adviser; (b) a purchase or sale of
securities or other property if such transaction is permitted by or is
exempt or exempted from the provisions of the Investment Company Act of
1940 and does not involve any commission or profit to any securities dealer
who is, or one or more of whose partners, shareholders, officers, or
directors is, an officer or Trustee of the Trust or any officer or director
of the Distributor or Adviser; (c) employment of legal counsel, registrars,
transfer agents, shareholder servicing agents, dividend disbursing agents
or custodians who are, or any one of which has a partner, shareholder,
officer or director who is, an officer or Trustee of the Trust or an
officer or director of the Distributor or Adviser if only customary fees
are charged for services to the Trust; (d) sharing of statistical,
research, legal and management expenses and office hire and expenses with
any other investment company in which an officer or Trustee of the Trust or
an officer or director of the Distributor or Adviser is an officer or
director or otherwise financially interested.
9.3 LIMITATION ON DEALING IN SECURITIES OF THE TRUST BY CERTAIN OFFICERS,
TRUSTEES, DISTRIBUTOR OR ADVISER. Neither the Distributor nor Adviser, nor
any officer or Trustee of the Trust or officer or director of the
Distributor or Adviser shall take long or short positions in securities
issued by the Trust; provided, however, that:
(a) The Distributor may purchase from the Trust and otherwise deal in
shares issued by the Trust pursuant to the terms of its contract with the
Trust;
(b) Any officer or Trustee of the Trust or officer or director of the
Distributor or Adviser or any trustee or fiduciary for the benefit of any
of them may at any time, or from time to time, purchase from the Trust or
from the Distributor shares issued by the Trust at the price available to
the public or to such officer, Trustee, director or fiduciary, no such
purchase to be in contravention of any applicable state or federal
requirement; and
(c) The Distributor or the Adviser may at any time, or from time to
time, purchase for investment shares issued by the Trust.
9.4 SECURITIES AND CASH OF THE TRUST TO BE HELD BY CUSTODIAN SUBJECT TO CERTAIN
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TERMS AND CONDITIONS.
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(a) All securities and cash owned by the Trust shall, as hereinafter
provided, be held by or deposited with one or more banks or trust companies
having (according to its last published report) not less than $2,000,000
aggregate capital, surplus and undivided profits (any such bank or trust
company being hereby designated as "Custodian"), provided such a Custodian
can be found ready and willing to act. The Trust may, or may permit any
Custodian to, deposit all or any part of the securities owned by any class
or series of shares of the Trust in a system for the central handling of
securities established by a national securities exchange or national
securities association registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, or such other person
as may be permitted by said Commission, including, without limitation, a
clearing agency registered under Section 17A of said Securities Exchange
Act of 1934, pursuant to which system all securities of any particular
class of series of any issue deposited within the system are treated as
fungible and may be transferred or pledged by bookkeeping entry, without
physical delivery of such securities.
(b) The Trust shall enter into a written contract with each Custodian
regarding the powers, duties and compensation of such Custodian with
respect to the cash and securities of the Trust held by such Custodian.
Said contract and all amendments thereto shall be approved by the Trustees.
(c) The Trust shall upon the resignation or inability to serve of any
Custodian or upon change of any Custodian:
(i) in case of such resignation or inability to serve, use its
best efforts to obtain a successor Custodian;
(ii) require that the cash and securities owned by any class or
series of shares of the Trust and in the possession of the resigning
or disqualified Custodian be delivered directly to the successor
Custodian; and
(iii) in the event that no successor Custodian can be found,
submit to the shareholders, before permitting delivery of the cash and
securities owned by any class or series of shares of the Trust and in
the possession of the resigning or disqualified Custodian otherwise
than to a successor Custodian, the question whether that class or
series shall be liquidated or shall function without a Custodian.
9.5 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 attributable to any class or series 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 and other securities and assets 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 class or series of shares of the Trust may, if so
authorized by the Trustees, be valued in accordance with the amortized cost
method, subject to the power of the Trustees to alter the method for
determining asset values. The value of such assets so determined, less
total liabilities belonging to that class or series 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 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 Trustees 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.
