Exhibit (b)(1)
BY-LAWS
OF
NVEST COMPANIES TRUST I
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust.
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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 Nvest Companies
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.
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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.
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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, 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.
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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.
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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 such meeting shall, however, be given in the
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.
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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.
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If a Chairman of the Board of Trustees is elected, he 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.
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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.
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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.
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Any officer may resign at any time by written instrument signed by him or her
and delivered to 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
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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.
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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.
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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 person against any liability to the Trust or its
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Shareholders to which such 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.
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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.
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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.
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The Trustees shall have the power and authority to establish or 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.
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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.
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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.
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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
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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 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.
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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.
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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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