BY-LAWS
OF
FIRST DEFINED SECTOR FUND
ARTICLE I
DECLARATION OF TRUST AND OFFICES
Section 1.1. Declaration of Trust. These By-Laws shall be
subject to the Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of First Defined Sector Fund, the Massachusetts
business trust established by the Declaration of Trust (the "Trust").
Section 1.2. Other Offices. The Trust may have such other
offices and places of business within or without the Commonwealth of
Massachusetts as the Board of Trustees shall determine.
ARTICLE II
SHAREHOLDERS
Section 2.1. Place of Meetings. Meetings of the Shareholders
may be held at such place or places within or without the Commonwealth of
Massachusetts as shall be fixed by the Board of Trustees and stated in the
notice of the meeting.
Section 2.2. Regular Meeting. There shall be no regular
meetings of the Shareholders of the Trust.
Section 2.3. Special Meeting. Special meetings of the
Shareholders for any purpose or purposes may be called by the Chairman of the
Board, the President or two or more Trustees, and must be called at the
written request stating the purpose or purposes of the meeting, of
Shareholders entitled to cast at least l0 percent of all the votes
entitled to be cast at the meeting.
Section 2.4. Notice of Meetings. Notice stating the time and place of
the meeting and in the case of a special meeting the purpose or purposes thereof
and by whom called, shall be delivered by any reasonably means as determined by
the Trustees to Shareholders not less than ten nor more than sixty days prior to
the meeting, except where the meeting is an adjourned meeting and the date, time
and place of the meeting were announced at the time of the adjournment.
Section 2.5. Quorum and Action. (a) The holders of thirty percent (30%)
of the voting power of the shares of beneficial interest of the Trust (the
"Shares") entitled to vote at a meeting are a quorum for the transaction of
business. If a quorum is present when a duly called or held meeting is convened,
the Shareholders present may continue to transact business until adjournment,
even though the withdrawal of a number of Shareholders originally present leaves
less than the proportion or number otherwise required for a quorum.
(b) The Shareholders shall take action by the affirmative vote of the
holders of a majority, except in the case of the election of Trustees which
shall only require a plurality, of the voting power of the Shares present and
entitled to vote at a meeting of Shareholders at which a quorum is present,
except as may be otherwise required by the Investment Company Act of 1940, as
amended (the "1940 Act"), or the Declaration of Trust.
Section 2.6. Voting. At each meeting of the Shareholders, every
holder of Shares then entitled to vote may vote in person or by proxy and
shall have one vote for each Share registered in his name.
Section 2.7. Proxy Representation. A Shareholder may cast or authorize
the casting of a vote by filing a written appointment of a proxy with an officer
of the Trust at or before the meeting at which the appointment is to be
effective. The placement of a Shareholder's name on a proxy pursuant to
telephonic or electronically transmitted instructions (including, without
limitation, instructions transmitted over the internet) obtained pursuant to
procedures which are 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. The appointment of a proxy is valid for eleven
months, unless a longer period is expressly provided in the appointment. No
appointment is irrevocable unless the appointment is coupled with an interest in
the Shares or in the Trust. The Trustees may agree that any copy, facsimile
telecommunication, computer downloaded version or other reliable reproduction of
a proxy may be substituted or used in lieu of the original proxy for any and all
purposes for which the original proxy could be used, provided that such copy,
facsimile telecommunication, computer downloaded version or other reproduction
shall be a complete reproduction of the entire original proxy.
Section 2.8. Adjourned Meetings. Any meeting of Shareholders may be
adjourned to a designated time and place by the vote of the holders of a
majority of the Shares present and entitled to vote thereat even though less
than a quorum is so present without any further notice except by announcement at
the meeting. An adjourned meeting may reconvene as designated, and when a quorum
is present any business may be transacted which might have been transacted at
the meeting as originally called.
ARTICLE III
TRUSTEES
Section 3.1. Qualifications and Number: Vacancies. Each Trustee
shall be a natural person. A Trustee need not be a Shareholder, a citizen of
the United States, or a resident of the Commonwealth of Massachusetts.
The number of Trustees of the Trust, their term and election and the
filling of vacancies, shall be as provided in the Declaration of Trust.
Section 3.2. Powers. The business and affairs of the Trust shall
be managed under the direction of the Board of Trustees. All powers of the
Trust may be exercised by or under the authority of the Board of
Trustees, except those conferred on or reserved to the
Shareholders by statute, the Declaration of Trust or these By-Laws.
Section 3.3. Investment Policies. It shall be the duty of the Board of
Trustees to ensure that the purchase, sale, retention and disposal of portfolio
securities and the other investment practices of the Trust are at all times
consistent with the investment objectives, policies and restrictions with
respect to securities investments and otherwise of the Trust filed from time to
time with the Securities and Exchange Commission and as required by the 1940
Act, unless such duty is delegated to an investment adviser, administrator or
other party pursuant to a written contract, as provided in the Declaration of
Trust. The Trustees, however, may delegate the duty of management of the assets
of the Trust to an individual or corporate investment adviser or subadviser to
act as investment adviser or subadviser pursuant to a written contract.
Section 3.4. Meetings. Regular meetings of the Trustees may be held
without notice at such times as the Trustees shall fix. Special meetings of the
Trustees may be called by the Chairman of the Board, if any, or the President,
and shall be called at the written request of two or more Trustees. Unless
waived by each Trustee, three days' notice of special meetings shall be given to
each Trustee in person, by mail, by telephone, or by telegram, email or cable,
or by any other means that reasonably may be expected to provide similar notice.
Notice of special meetings need not state the purpose or purposes thereof.
Meetings of the Trustees may be held at any place within or outside the
Commonwealth of Massachusetts. A conference among Trustees by any means of
communication through which the Trustees may simultaneously hear each other
during the conference constitutes a meeting of the Trustees or of a committee of
the Trustees, if the notice requirements have been met (or waived) and if the
number of Trustees participating in the conference would be sufficient to
constitute a quorum at such meeting. Participation in such meeting by that means
constitutes presence in person at the meeting.
Section 3.5. Quorum and Action. A majority of the Trustees currently
holding office, or in the case of a meeting of a committee of the Trustees, a
majority of the members of such committee, shall constitute a quorum for the
transaction of business at any meeting. If a quorum is present when a duly
called or held meeting is convened, the Trustees present may continue to
transact business until adjournment, even though the withdrawal of a number of
Trustees originally present leaves less than the proportion or number otherwise
required for a quorum. At any duly held meeting at which a quorum is present,
the affirmative vote of the majority of the Trustees present shall be the act of
the Trustees or the committee, as the case may be, on any question, except where
the act of a greater number is required by these By-Laws or by the Declaration
of Trust.
Section 3.6. Action by Written Consent in Lieu of Meetings of Trustees.
An action which is required or permitted to be taken at a meeting of the
Trustees or a committee of the Trustees may be taken by written action signed by
the number of Trustees that would be required to take the same action at a
meeting of the Trustees or committee, as the case may be, at which all Trustees
were present. The written action is effective when signed by the required number
of Trustees, unless a different effective time is provided in the written
action. When written action is taken by less than all Trustees, all Trustees
shall be notified immediately of its text and effective date.
Section 3.7. Committees. The Trustees, by resolution adopted by the
affirmative vote of a majority of the Trustees, may designate from their members
an Executive Committee, an Audit Committee and any other committee or committees
(which other committees may include non-Trustees), each such committee to
consist of two or more Trustees and to have such powers and authority (to the
extent permitted by law) as may be provided in such resolution. Any such
committee may be terminated at any time by the affirmative vote of a majority of
the Trustees.
ARTICLE IV
OFFICERS
Section 4.1. Number and Qualifications. The officers of the Trust may
include a Chairman of the Board, a President, a Controller, one or more Vice
Presidents (one of whom may be designated an Executive Vice President), a
Treasurer, and a Secretary. Any two or more offices may be held by the same
person. Unless otherwise determined by the Trustees, each officer shall be
appointed by the Trustees for a term which shall continue until his successor
shall have been duly elected and qualified, or until his death, or until he
shall have resigned or have been removed, as hereinafter provided in these
By-Laws. The Trustees may from time to time elect, or delegate to the Chairman
of the Board or the President, or both, the power to appoint, such officers
(including one or more Assistant Vice Presidents, one or more Assistant
Treasurers and one or more Assistant Secretaries) and such agents as may be
necessary or desirable for the business of the Trust. Such other officers shall
hold office for such terms as may be prescribed by the Trustees or by the
appointing authority.
Section 4.2. Resignations. Any officer of the Trust may resign at any
time by giving written notice of his resignation to the Trustees, the Chairman
of the Board, the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt, and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 4.3. Removal. An officer may be removed at any time, with
or without cause, by a resolution approved by the affirmative vote of a
majority of the Trustees present at a duly convened meeting of the Trustees.
Section 4.4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause, may be
filled for the unexpired portion of the term by the Trustees, or in the
manner determined by the Trustees.
Section 4.5. The Chairman of the Board. The Chairman of the Board,
if any, shall be elected from among the Trustees. He shall be the chief
executive officer of the Trust and shall:
(a) have general active management of the business of the
Trust;
(b) when present, preside at all meetings of the
Trustees and of the Shareholders;
(c) see that all orders and resolutions of the Trustees
are carried into effect;
(d) sign and deliver in the name of the Trust any deeds,
mortgages, bonds, contracts or other instruments pertaining to the
business of the Trust, except in cases in which the authority to sign
and deliver is required by law to be exercised by another person or is
expressly delegated by the Declaration of Trust or By-Laws or by the
Trustees to some other officer or agent of the Trust; and
(e) maintain records of and, whenever necessary,
certify all proceedings of the Trustees and the Shareholders.
The Chairman of the Board shall be authorized to do or cause to be done
all things necessary or appropriate, including preparation, execution and filing
of any documents, to effectuate the registration from time to time of the Shares
of the Trust with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended. He shall perform all duties incident to the
office of Chairman of the Board and such other duties as from time to time may
be assigned to him by the Trustees or by these By-Laws.
Section 4.6. The President. The President shall be the chief operating
officer of the Trust and, subject to the Chairman of the Board, he shall have
general authority over and general management and control of the business and
affairs of the Trust. In general, he shall discharge all duties incident to the
office of the chief operating officer of the Trust and such other duties as may
be prescribed by the Trustees and the Chairman of the Board from time to time.
In the absence of the Chairman of the Board or in the event of his disability,
or inability to act or to continue to act, the President shall perform the
duties of the Chairman of the Board and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the Chairman of the Board.
Section 4.7. Executive Vice-President. In the case of the absence or
inability to act of the President and the Chairman of the Board, any Executive
Vice-President shall 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. Any Executive Vice-President shall perform all duties incident to the
office of Executive Vice-President and such other duties as from time to time
may be assigned to him by the Trustees, the President or these By-Laws.
Section 4.8. Vice Presidents. Each Vice-President shall perform
all such duties as from time to time may be assigned to him by the Trustees,
the Chairman of the Board or the President.
Section 4.9. Controller. The Controller shall:
(a) keep accurate financial records for the Trust;
(b) render to the Chairman of the Board, the President
and the Trustees, whenever requested, an account of all transactions
by and of the financial condition of the Trust; and
(c) in general, perform all the duties incident to the office
of Controller and such other duties as from time to time may be
assigned to him by the Trustees, the Chairman of the Board or the
President.
Section 4.10. Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible for, all
the funds and securities of the Trust, except those which the Trust has
placed in the custody of a bank or trust company pursuant to a written
agreement designating such bank: or trust company as custodian of the
property of the Trust, as required by Section 6.5 of these By-Laws;
(b) deposit all money, drafts, and checks in the
name of and to the credit of the Trust in the banks and depositories
designated by the Trustees;
(c) endorse for deposit all notes, checks, and drafts
received by the Trust making proper vouchers therefor:
(d) disburse corporate funds and issue checks and drafts
in the name of the Trust, as ordered by the Trustees; and
(e) in general, perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned
to him by the Trustees, the Chairman of the Board or the President.
Section 4.11. Secretary. The Secretary shall:
(a) keep or cause to be kept in one or more books
provided for the purpose, the minutes of all meetings of the
Trustees, the committees of the Trustees and the Shareholders;
(b) see that all notices are duly given in accordance
with the provisions of these By-Laws and as required by statute;
(c) be custodian of the records of the Trust;
(d) see that the books, reports, statements,
certificates and other documents and records required by statute
to be kept and filed are properly kept and filed; and
(e) in general, perform all the duties incident to the office
of Secretary and such other duties as from time to time may be assigned
to him by the Trustees, the Chairman of the Board or the President.
Section 4.12. Salaries. The salaries of all officers shall
be fixed by the Trustees.
ARTICLE V
SHARES
Section 5.1. Share Certificates. If so approved by the Trustees, each
owner of Shares of the Trust shall be entitled upon request to have a
certificate, in such form as shall be approved by the Trustees, representing the
number of whole Shares of the Trust owned by him. Certificates representing
fractional Shares shall not be issued. The certificates representing whole
Shares shall be signed in the name of the Trust by the Chairman of the Board,
the President, the Executive Vice President or a Vice President and by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer
(which signatures may be either manual or facsimile, engraved or printed). In
case any officer who shall have signed such certificate shall have ceased to be
such officer before such certificates shall be issued, they may nevertheless be
issued by the Trust with the same effect as if such officer were still in office
at the date of their issuance.
Section 5.2. Books and Records; Inspection. The Trust shall keep at its
principal executive office, or at another place or places within the United
States determined by the Trustees, a share register not more than one year old,
containing the names and addresses of the shareholders and the number of Shares
held by each Shareholder. The Trust shall also keep, at its principal executive
office, or at another place or places within the United States determined by the
Trustees, a record of the dates on which certificates representing Shares were
issued.
Section 5.3. Share Transfers. Upon compliance with any provisions
restricting the transferability of Shares that may be set forth in the
Declaration of Trust, these By-Laws, or any resolution or written agreement in
respect thereof, transfers of Shares of the Trust shall be made only on the
books of the Trust by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with an
officer of the Trust, or with a transfer agent or a registrar and on surrender
of any certificate or certificates for such Shares properly endorsed and the
payment of all taxes thereon. Except as may be otherwise provided by law or
these By-Laws, the person in whose name Shares stand on the books of the Trust
shall be deemed the owner thereof for all purposes as regards the Trust;
provided that whenever any transfer of Shares shall be made for collateral
security, and not absolutely, such fact, if known to an officer of the Trust,
shall be so expressed in the entry of transfer.
Section 5.4. Regulations. The Trustees may make such additional rules
and regulations, not inconsistent with these By-Laws, as they may deem expedient
concerning the issue, certification, transfer and registration of Shares of the
Trust. They may appoint, or authorize any officer or officers to appoint, one or
more transfer agents or one or more transfer clerks and one or more registrars
and may require all certificates for Shares to bear the signature or signatures
of any of them.
Section 5.5. Lost, Destroyed or Mutilated Certificates. The holder of
any certificate representing Shares of the Trust shall immediately notify the
Trust of any loss, destruction or mutilation of such certificate, and the Trust
may issue a new certificate in the place of any certificate theretofore issued
by it which the owner thereof shall allege to have been lost or destroyed or
which shall have been mutilated, and the Trustees may, in their discretion,
require such owner or his legal representatives to give to the Trust a bond in
such sum, limited or unlimited, and in such form and with such surety or
sureties as the Trustees in their absolute discretion shall determine, to
indemnify the Trust against any claim that may be made against it on account of
the alleged loss or destruction of any such certificate, or the issuance of a
new certificate. Anything herein to the contrary notwithstanding, the Trustees,
in their absolute discretion, may refuse to issue any such new certificate,
except as otherwise required by law.
Section 5.6. Record Date: Certification of Beneficial Owner.
(a) The Trustees may fix a date not more than ninety days before the
date of a meeting of Shareholders as the date for the determination of the
holders of Shares entitled to notice of and entitled to vote at the
meeting or any adjournment thereof.
(b) The Trustees may fix a date for determining Shareholders entitled
to receive payment of any dividend or distribution or allotment of any rights or
entitled to exercise any rights in respect of any change, conversion or exchange
of Shares.
(c) In the absence of such fixed record date, (i) the date for
determination of Shareholders entitled to notice of and entitled to vote at a
meeting of Shareholders shall be the later of the close of business on the day
on which notice of the meeting is mailed or the thirtieth day before the
meeting, and (ii) the date for determining Shareholders entitled to receive
payment of any dividend or distribution or an allotment of any rights or
entitled to exercise any rights in respect of any change, conversion or exchange
of Shares shall be the close of business on the day on which the resolution of
the Trustees is adopted.
(d) A resolution approved by the affirmative vote of a majority of the
Trustees present may establish a procedure whereby a Shareholder may certify in
writing to the Trust that all or a portion of the Shares registered in the name
of the Shareholder are held for the account of one or more beneficial owners.
Upon receipt by the Trust of the writing, the persons specified as beneficial
owners, rather than the actual Shareholders, are deemed the Shareholders for the
purposes specified in the writing.
ARTICLE VI
MISCELLANEOUS
Section 6.1. Fiscal Year. The fiscal year of the Trust shall
be as fixed by the Trustees of the Trust.
Section 6.2. Notice and Waiver of Notice. (a) Any notice of a
meeting required to be given under these By-Laws to Shareholders or
Trustees, or both, may be waived by any such person (i) orally or in writing
signed by such person before, at or after the meeting or (ii) by attendance
at the meeting in person or, in the case of a Shareholder, by proxy.
(b) Except as otherwise specifically provided herein, all notices
required by these By-Laws shall be printed or written, and shall be delivered
either personally, by telecopy, telegraph or cable, or by mail or email or
courier or delivery service, and, if mailed, shall be deemed to be delivered
when deposited in the United States mail, postage prepaid, addressed to the
Shareholder or Trustee at his address as it appears on the records of the Trust.
ARTICLE VII
AMENDMENTS
Section 7.1. These By-Laws may be amended or repealed, or
new By-Laws may be adopted, by the Trustees at any meeting thereof or by
action of the Trustees by written consent in lieu of a meeting.
Dated: December 11, 2000
