Exhibit 23(b)(2)
THIRD AMENDED AND RESTATED BY-LAWS
OF
NAVIGATOR SECURITIES LENDING TRUST
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 Master Trust Agreement, as from time to time in effect (the "Declaration of
Trust"), of Navigator Securities Lending Trust, the Massachusetts business trust
established by the Declaration of Trust (the "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 Trustees, 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 of 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 or her
usual or last known business or residence address or 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. 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.
2.5 Participation by Telephone. One or more of the Trustees or of any
committee of the Trustees may participate in a meeting thereof by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.
ARTICLE 3
Officers
3.1 Enumeration; Qualification. The Trustees may, but are not required to,
elect or appoint officers of the Trust. The officers of the Trust, if officers
are elected or appointed, shall be a President, a Treasurer, a Secretary, a
Chief Compliance Officer, an Anti-Money Laundering Compliance Officer, Vice
Presidents, and Assistant Treasurers, Assistant Secretaries and Assistant Vice
Presidents, if any, as the Trustees from time to time may in their discretion
elect or as appointed from time to time pursuant to authority delegated by the
Trustees. The Trust may also have such agents as the Trustees from time to time
may in their discretion appoint. The Trustees may elect or appoint, from time to
time, a Trustee to act as Chairman of the Trustees who shall preside at all
meetings of the Trustees and carry out such other duties as the Trustees shall
designate. The position of Chairman of the Trustees shall not be an office of
the Trust. However, an officer of the Trust may serve as Chairman of the
Trustees provided that the Trust does not rely on any rules under the Investment
Company Act of 1940 (the "1940 Act") which require such Chairman to be a Trustee
who is not an "interested person" of the Trust as defined in the 1940 Act. The
Chairman of the Trustees 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. If the Trustees choose to have a a President, a Treasurer, or
a Secretary, such officers shall be elected annually by the Trustees at a
meeting held within the first six months of the Trust's fiscal year. The meeting
at which the officers are elected shall be known as the annual meeting of
Trustees. Other officers, if any, may be elected or appointed by the Trustees at
said meeting or at any other time. Vacancies in any office may be filled at any
time.
3.3 Tenure. The President, the Treasurer, and the Secretary, if elected,
shall hold office until the next annual meeting of the Trustees and until their
respective successors are chosen and qualified, or in each case until he or she
sooner dies, resigns, is removed or becomes disqualified. Each other officer
shall hold office and each agent shall retain authority at the
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pleasure of the Trustees. The Chairman of the Trustees shall serve in such
capacity for such time and with such authority as the Trustees may, in their
discretion, so designate.
3.4 Powers. Subject to the other provisions of these By-Laws, if officers
are elected or appointed, each officer shall have, in addition to the duties and
powers set forth below in subsections 3.4(a) through 3.4(i) and 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. If no officers are elected or appointed, agents of the
Trust selected by the Trustees may exercise the duties and powers set forth
below in subsections 3.4(a) through 3.4(i) and in the Declaration of Trust, as
well as such duties and powers as are commonly incident to those offices 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.
(a) Chairman; President. Unless the Trustees otherwise provide, the
Chairman of the Trustees, or, if there is none, or in the absence of the
Chairman, the President shall preside at all meetings of the shareholders and of
the Trustees. The President shall be the chief executive officer.
(b) Vice President. The Vice President, or if there be more than one
Vice President, the Vice Presidents in the order determined by the Trustees (or
if there be no such determination, then in the order of their election) shall in
the absence of the President or in the event of his inability or refusal to act,
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall perform such other duties and have such other powers as the
Board of Trustees may from time to time prescribe.
(c) 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.
(d) Assistant Treasurer. The Assistant Treasurer, or if there shall be
more than one, the Assistant Treasurers in the order determined by the Trustees
(or if there be no such determination, then in the order of their election),
shall, in the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board of
Trustees may from time to time prescribe.
(e) Secretary. The 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
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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.
(f) Assistant Secretary. The Assistant Secretary, or if there be more
than one, the Assistant Secretaries in the order determined by the Trustees (or
if there be no determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Trustees may from
time to time prescribe.
(g) Assistant Vice Presidents. With respect to each Assistant Vice
President and the Vice President to whom such Assistant Vice President reports,
such Assistant Vice President, or if there be more than one, the Assistant Vice
President reporting to a given Vice President in the order determined by the
Trustees (or if there be no determination, then in the order of their election),
shall, in the absence of such Vice President or in the event of his inability or
refusal to act, perform the duties and exercise the powers of such Vice
President and shall perform such other duties and have such other powers as the
Board of Trustees may from time to time prescribe.
(h) Chief Compliance Officer. The Chief Compliance Officer (the "CCO")
shall perform the functions of the Trust's chief compliance officer as described
in Rule 38a-1 under the 1940 Act. The CCO shall have primary responsibility for
administering the Trust's compliance policies and procedures adopted pursuant to
Rule 38a-1 (the "Compliance Program") and reviewing the Compliance Program, in
the manner specified in Rule 38a-1, at least annually, or as may be required by
Rule 38a-1, as may be amended from time to time. The CCO shall report directly
to the Board of Trustees regarding the Compliance Program.
(i) Anti-Money Laundering Compliance Officer. The Anti-Money
Laundering Compliance Officer (the "AML Compliance Officer") shall perform the
functions of the Trust's anti-money laundering compliance officer as described
in the Trust's Anti-Money Laundering Policies and Procedures (the "AML Policy").
The AML Compliance Officer shall be responsible for the oversight of the AML
Policy.
3.5 Resignations and Removals. Any Trustee or officer may resign at any
time by written instrument signed by him or her and delivered to the Chairman,
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 elected by them with or without cause.
Except to the extent expressly provided in a written agreement with the Trust,
no Trustee or 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
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Committees
4.1 General. The Trustees, by vote of a majority of the Trustees then in
office, may elect from their number an Executive Committee or other committees
and may delegate thereto some or all of their powers except those which by law,
by the Declaration of Trust, or by these By-Laws may not be delegated. Except as
the Trustees may otherwise determine, any such committee may make rules for the
conduct of its business, but unless otherwise provided by the Trustees or in
such rules, its business shall be conducted so far as possible in the same
manner as is provided by these By-Laws for the Trustees themselves. All members
of such committees shall hold such offices at the pleasure of the Trustees. The
Trustees may abolish any such committee at any time. Any committee to which the
Trustees delegate any of their powers or duties shall keep records of its
meetings and shall report its action to the Trustees. The Trustees shall have
power to rescind any action of any committee, but no such rescission shall have
retroactive effect.
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 and Committees 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 fiscal year of the Trust shall be fixed by resolution of
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
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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 deeds, leases,
contracts, notes and other obligations made by the Trustees may be signed by the
President, any Vice President, the Treasurer, any Assistant Treasurer, Secretary
or any Assistant Secretary, and need not bear the seal of the Trust. The
Chairman of the Trustees, President, Treasurer or Secretary may determine which
persons have authority to sign any documents on behalf of the Trust and
establish related policies.
ARTICLE 9
Issuance of Share Certificates
9.1 Share Certificates. In lieu of issuing certificates for shares, the
Trustees or the transfer agent may either issue receipts therefor or may keep
accounts upon 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 hereof.
The Trustees may at any time authorize the issuance of share certificates
either in limited cases or to all shareholders. In that event, a shareholder may
receive a certificate stating the number of shares owned by him, in such form as
shall be prescribed from time to time by the Trustees. Such certificate shall be
signed by the president or a vice president and by the treasurer or assistant
treasurer. Such signatures may be facsimiles if the certificate is signed by a
transfer agent, or by a registrar, other than a Trustee, officer 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
certificate is issued, it may be issued by the Trust with the same effect as if
he were such officer at the time of its issue.
9.2 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.
9.3 Issuance of New Certificate to Pledgee. The Trustees may in their
discretion, or the Treasurer may pursuant to authority delegated by the
Trustees, institute a policy of enabling a pledgee of shares transferred as
collateral security to obtain a new certificate if the instrument of transfer
substantially describes the debt or duty that 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.
9.4 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,
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require the surrender of share certificates to the Trust for cancellation. Such
surrender and cancellation shall not affect the ownership of shares in the
Trust.
ARTICLE 10
Dealings with Trustees and Officers
10.1 General. Any Trustee, officer or other agent of the Trust may acquire,
own and dispose of shares of the Trust to the same extent as if he were not a
Trustee, officer or agent; and the Trustees may accept subscriptions to shares
or repurchase shares from any firm or company in which any Trustee, officer or
other agent of the Trust may have an interest.
ARTICLE 11
Amendments to the By-Laws
11.1 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 one or more writings signed by such a majority.
Adopted: February 26, 1996
Amended: May 24, 2004
February 14, 2006
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