EXHIBIT 3.5
AMENDMENT NO. 1 TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
NEIC OPERATING PARTNERSHIP, L.P.
THIS AGREEMENT, is entered into on this 31st day of March, 1998 by Nvest
Corporation, formerly known as New England Investment Companies, Inc. (the
"Managing General Partner"), both on its own behalf as managing general partner
of NEIC Operating Partnership, L.P. (the "Partnership") and on behalf of New
England Investment Companies, L.P. and all limited partners of the Partnership
(the "Limited Partners").
WHEREAS, the parties hereto entered into the Amended and Restated Agreement
of Limited Partnership of NEIC Operating Partnership, L.P. dated as of December
29, 1997 (the "Partnership Agreement");
WHEREAS, pursuant to Section 2.2(b) of the Partnership Agreement, the
Managing General Partner in its sole discretion may change the name of the
Partnership at any time and from time to time;
WHEREAS, pursuant to Section 15.1 of the Partnership Agreement, the
Managing General Partner may amend the Partnership Agreement without the
approval of any other general partner of the Partnership (a "General Partner")
or any Limited Partner to reflect, among other things, a change in the name of
the Partnership or a change that in the good faith opinion of the General
Partner does not adversely affect any other General Partner or the Limited
Partners in any material respect;
WHEREAS, the Managing General Partner is changing its name to Nvest
Corporation, New England Investment Companies, L.P. is changing its name to
Nvest, L.P., and the Managing General Partner desires to change the name of the
Partnership to Nvest Companies, L.P.;
NOW, THEREFORE, to implement the understandings set forth herein, it is
agreed as follows:
1. Definitions. Capitalized terms not otherwise defined in this
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Agreement are used as defined in the Partnership Agreement.
2. Amendment of Partnership Agreement. The Partnership Agreement is
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amended as follows:
2.1 Amendment of Article I. Article I of the Partnership Agreement is
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amended by:
(a) amending the definition of "Partnership" to read in is entirety as
follows:
""Partnership" means Nvest Companies, L.P., a Delaware limited
partnership."
(b) adding immediately after the definition of "Ninety-Five Percent
Interest" definitions of "Nvest Corporation" and "Nvest, L.P." to read in their
entirety as follows:
""Nvest Corporation" means Nvest Corporation, a Massachusetts
corporation, formerly known as New England Investment Companies, Inc.
"Nvest, L.P." means Nvest, L.P., a Delaware limited partnership,
formerly known as New England Investment Companies, L.P."
(c) deleting the definitions of "NEIC, Inc." and "NEIC, L.P." All
references in the Partnership Agreement to "NEIC, Inc." shall be deemed to be
references to Nvest Corporation, and all references in the Partnership Agreement
to "NEIC, L.P." shall be deemed to be references to Nvest, L.P.
2.2. Amendment to Section 2.2. Section 2.2 of the Partnership Agreement is
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amended to read in its entirety as follows:
"2.2. Name. The name of the Partnership shall be, and the
business of the Partnership shall be conducted under the name of
"Nvest Companies, L.P."; provided, however, that (a) the Partnership's
business may be conducted under any other name or names deemed
advisable by the Managing General Partner, (b) the Managing General
Partner in its sole discretion may change the name of the Partnership
at any time and from time to time and (c) the name under which the
Partnership conducts business shall include "Ltd." or "Limited
Partnership" (or similar words or letters) where necessary for
purposes of maintaining the limited liability status of each Limited
Partner or otherwise complying with the laws of any jurisdiction that
so requires."
3. General. Except to the extent expressly amended hereby, the
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provisions of the Partnership Agreement shall remain unmodified and are
confirmed as being in full force and effect. The headings in this Agreement are
for convenience of reference only and shall not alter or otherwise affect the
meaning hereof. This Agreement may be executed in any number of counterparts,
which together shall constitute one instrument and shall be governed by and
construed in accordance with the laws (other than the conflict of law rules) of
the State of Delaware and shall bind and inure to the benefit of the parties
hereto and their heirs, executors, administrators, successors, legal
representatives and assigns.
The undersigned has executed this Agreement as of the date first above
written.
NVEST CORPORATION, formerly known as
NEW ENGLAND INVESTMENT COMPANIES, INC., on
its own behalf, and on behalf of New England
Investment Companies, L.P. and all Limited
Partners
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President and
General Counsel