BY-LAWS
OF
NEW ENGLAND FUNDS TRUST IV
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 New England
Funds Trust IV (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 or the Treasurer or by two or more Trustees, sufficient
notice thereof being given to each Trustee by the Clerk or an
Assistant Clerk 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 by mail at least forty-eight hours
or by telegram at least twenty-four hours before the meeting
addressed to the Trustee at his usual or last known business or
residence address or to give notice to him 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 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. 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 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. 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.
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.
2.7 PRESENCE THROUGH COMMUNICATIONS EQUIPMENT. Except as
required by 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 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 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
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 successor is elected or qualified, or
until he 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 in the Declaration of Trust set forth, 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 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 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 CLERK. The 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 Clerk from any meeting of the
Shareholders or Trustees, an assistant Clerk, or if there be none
or if he is absent, a temporary clerk 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 and delivered to the
President or the Clerk 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 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 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 person against any liability to the Trust or its
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. 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. Except as from time to time otherwise provided by
the Trustees, the fiscal year of the Trust shall end on December
31 in each year.
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 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 SECURITIES AND CASH OF THE TRUST TO BE HELD BY CUSTODIAN
SUBJECT TO CERTAIN TERMS AND CONDITIONS.
(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 or 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 contact 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.
9.2 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 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, 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 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 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 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 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.
ARTICLE 11
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.