Exhibit b
CALAMOS GLOBAL DIVERSIFIED INCOME AND OPPORTUNITIES FUND
BY-LAWS
ARTICLE 1
AGREEMENT AND DECLARATION OF TRUST
1.1 GENERAL. These By-Laws shall be subject to the Agreement and
Declaration of Trust, as from time to time amended, supplemented or restated
(the "Declaration of Trust") of Calamos Global Diversified Income and
Opportunities Fund (the "Trust"), a Delaware business trust established by the
Declaration of Trust.
1.2 DEFINITIONS. Unless otherwise defined herein, the terms used herein
have the respective meanings given them in the Declaration of Trust.
ARTICLE 2
OFFICES
2.1 OFFICES. The Trust may have such offices in such places without as well
as within the State of Delaware as the Trustees may from time to time determine.
2.2 REGISTERED OFFICE AND REGISTERED AGENT. The registered office of the
Trust shall be located in the City of Wilmington, State of Delaware or such
other location within the State of Delaware as the Trustees may from time to
time determine. The Board of Trustees shall establish a registered office in the
State of Delaware and shall appoint a registered agent for service of process in
the State of Delaware for the Trust as provided in the Delaware Business Trust
Act, 12 Del. C. Section 3807, as amended from time to time.
ARTICLE 3
SHAREHOLDERS
3.1 ANNUAL MEETINGS. Annual meetings of the Shareholders of the Trust or a
Series or Class thereof shall be held on such date and at such place within or
without the State of Delaware as the Trustees shall designate.
3.2 SPECIAL MEETINGS.
(a) Special meetings of the Shareholders may be called at any time by
the Chairman, the President or the Trustees. Subject to subsection (c) of
this Section 3.2, a special meeting of Shareholders shall also be called by
the Secretary of the Trust upon the written request of the Shareholders
entitled to cast not less than a majority of all the votes entitled to be
cast at such meeting.
(b) Any Shareholder of record seeking to have Shareholders request a
special meeting shall, by sending written notice to the Secretary (the
"Record Date Request Notice") by registered mail, return receipt requested,
request the Trustees to fix a record date to determine the Shareholders
entitled to request a special meeting (the "Requested Record Date"). The
Record Date Request Notice shall set forth the purpose of the meeting and
the matters proposed to be acted on at it, shall be signed by one or more
Shareholders of record as of the date of signature (or
their duly authorized agents), shall bear the date of signature of each
such Shareholder (or other agent) and shall set forth all information
relating to each such Shareholder that must be disclosed in solicitations
of proxies for election of trustees in an election contest (even if an
election contest is not involved), or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14a-11 thereunder. Upon receiving
the Record Date Request Notice, the Trustees may fix a Requested Record
Date. The Requested Record Date shall not precede and shall not be more
than ten days after the close of business on the date on which the
resolution fixing the Requested Record Date is adopted by the Trustees. If
the Trustees, within thirty days after the date on which a valid Record
Date Request Notice is received, fail to adopt a resolution fixing the
Requested Record Date and make a public announcement of such Requested
Record Date, the Requested Record Date shall be the close of business on
the 30th day after the first date on which the Record Date Request Notice
is received by the Secretary.
(c) In order for any Shareholder to request a special meeting, one or
more written requests for a special meeting signed by Shareholders of
record (or their duly authorized agents) as of the Requested Record Date
entitled to cast not less than a majority (the "Special Meeting
Percentage") of all of the votes entitled to be cast at such meeting (the
"Special Meeting Request") shall be delivered to the Secretary. In
addition, the Special Meeting Request shall set forth the purpose of the
meeting and the matters proposed to be acted on at it (which shall be
limited to the matters set forth in the Record Date Request Notice received
by the Secretary), shall bear the date of signature of each such
Shareholder (or other agent) signing the Special Meeting Request, shall set
forth the name and address, as they appear in the Trust's books, of each
Shareholder signing such request (or on whose behalf the Special Meeting
Request is signed) and the class and number of shares of the Trust which
are owned of record and beneficially by each such Shareholder, shall be
sent to the Secretary by registered mail, return receipt requested, and
shall be received by the Secretary within sixty days after the Request
Record Date. Any requesting Shareholder may revoke his, her or its request
for a special meeting at any time by written revocation delivered to the
Secretary.
(d) The Secretary shall inform the requesting Shareholders of the
reasonably estimated cost of preparing and mailing the notice of meeting
(including the Trust's proxy materials). The Secretary shall not be
required to call a special meeting upon Shareholder request and such
meeting shall not be held unless, in addition to the documents required by
paragraphs (b) and (c) of this Section 3.2, the Secretary receives payment
of such reasonably estimated cost prior to the mailing of any notice of the
meeting.
(e) Except as provided in the next sentence, any special meeting shall
be held at such place, date and time as may be designated by the President,
Chairman or Trustees, whoever has called the meeting. In the case of any
special meeting called by the Secretary upon the request of Shareholders (a
"Shareholder Requested Meeting"), such meeting shall be held at such place,
date and time as may be designated by the Trustees; PROVIDED, however, that
the date of any Shareholder Requested Meeting shall be not more than ninety
days after the record date for such meeting (the "Meeting Record Date");
and PROVIDED FURTHER that if the Trustees fail to designate, within thirty
days after the date that a valid Special Meeting Request is actually
received by the Secretary (the "Delivery Date"), a date and time for a
Shareholder Requested Meeting, then such meeting shall be held at 2:00 p.m.
Central Time on the 90th day after the date the request for such meeting is
actually received by the Trust or, if such 90th day is not a Business Day
(as defined below), on the first preceding Business Day; and PROVIDED
FURTHER that in the event that the Trustees fail to designate a place for a
Shareholder Requested Meeting within thirty days after the Delivery Date,
then such meeting shall be held at
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the principal office of the Trust. In fixing a date for any special
meeting, the President, Chairman or Trustees may consider such factors as
he, she, or they deem(s) relevant within the good faith exercise of
business judgment, including, without limitation, the nature of the matters
to be considered, the facts and circumstances surrounding any request for a
meeting and any plan of the Trustees to call an annual meeting or a special
meeting. In the case of any Shareholder Requested Meeting, if the Trustees
fail to fix a Meeting Record Date that is a date within thirty days after
the Delivery Date, then the close of business on the 30th day after the
Delivery Date shall be the Meeting Record Date.
(f) If at any time as a result of written revocations of requests for
the special meeting, Shareholders of record (or their duly authorized
agents) as of the Request Record Date entitled to cast less than the
Special Meeting Percentage shall have delivered and not revoked requests
for a special meeting, the Secretary may refrain from mailing the notice of
the meeting or, if the notice of the meeting has been mailed, the Secretary
may revoke the notice of the meeting at any time before ten days prior to
the meeting if the Secretary has first sent to all other requesting
Shareholders written notice of such revocation and of intention to revoke
the notice of the meeting. Any request for a special meeting received after
a revocation by the Secretary of a notice of a meeting shall be considered
a request for a new special meeting.
(g) The Chairman, the President or the Trustees may appoint regionally
or nationally recognized independent inspectors of elections to act as the
agent of the Trust for the purpose of promptly performing a ministerial
review of the validity of any purported Special Meeting Request received by
the Secretary. For the purpose of permitting the inspectors to perform such
review, no such purported request shall be deemed to have been delivered to
the Secretary until the earlier of (i) five Business Days after receipt by
the Secretary of such purported request and (ii) such date as the
independent inspectors certify to the Trust that the valid requests
received by the Secretary represent at least a majority of the issued and
outstanding shares of stock that would be entitled to vote at such meeting.
Nothing contained in this paragraph (g) shall in any way be construed to
suggest or imply that the Trust or any Shareholder shall not be entitled to
contest the validity of any request, whether during or after such five
Business Day period, or to take any other action (including, without
limitation, the commencement, prosecution or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).
3.3 BUSINESS DAY. For purposes of these By-Laws, "Business Day" shall mean
any day other than a Saturday, a Sunday or a day on which banking institutions
in the State of New York are authorized or obligated by law or executive order
to close.
3.4 NOTICE OF MEETINGS. Notice of all meetings of the Shareholders, stating
the time, place and purposes of the meeting, shall be given by the Trustees by
mail or telegraphic or electronic means to each Shareholder at the Shareholder's
address as recorded on the register of the Trust mailed at least ten days and
not more than ninety days before the meeting, PROVIDED, HOWEVER, that notice of
a meeting need not be given to a Shareholder to whom such notice need not be
given under the proxy rules of the Commission under the 1940 Act and the
Exchange Act; and PROVIDED, FURTHER, that notice of any Shareholder Requested
Meeting shall be provided in a manner and time consistent with Section 3.2(e).
Only the business stated in the notice of the meeting shall be considered at
such meeting. Any adjourned meeting may be held and adjourned without further
notice. No notice need be given to any Shareholder who shall have failed to
inform the Trust of his or her current address or if a written waiver of notice,
executed before or after the meeting by the Shareholder who shall have failed to
inform the Trust of his or her current address or if a written waiver of notice,
executed before or after the meeting by the Shareholder or his or her attorney
thereunto authorized, is filed with the records of the meeting.
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3.5 RECORD DATE FOR MEETINGS AND OTHER PURPOSES. Except as provided in
Section 3.2, for the purpose of determining the Shareholders who are entitled to
notice of and to vote at any meeting, or to participate in any distribution, or
for the purpose of any other action, the Trustees may from time to time close
the transfer books for such period, not exceeding thirty days, as the Trustees
may determine; or without closing the transfer books the Trustees may fix a date
not more than ninety days prior to the date of any meeting of Shareholders or
distribution or other action as a record date for the determination of the
persons to be treated as Shareholders of record for such purposes, except for
dividend payments which shall be governed by the Declaration of Trust.
3.6 PROXIES. At any meeting of Shareholders, any holder of Shares entitled
to vote thereat may vote by proxy, provided that no proxy shall be voted at any
meeting unless it shall have been placed on file with the Secretary, or with
such other officer or agent of the Trust as the Secretary may direct, for
verification prior to the time at which such vote shall be taken. A proxy shall
be deemed signed if the Shareholder's name is placed on the proxy, (whether by
manual signature, typewriting, telegraphic transmission, facsimile, other
electronic means or otherwise) by the Shareholder or the Shareholder's
attorney-in-fact. Proxies may be recorded by any electronic, telephonic,
internet or other telecommunication device except as otherwise provided in the
Declaration of Trust. The placing of a Shareholder's name on a proxy pursuant to
telephonic or electronically transmitted instructions pursuant to procedures
reasonably designed to verify that such instructions have been authorized by the
Shareholder shall constitute execution of the proxy by or on behalf of the
Shareholder. Proxies may be solicited in the name of one or more Trustees or one
or more of the officers of the Trust. Only Shareholders of record shall be
entitled to vote. As determined by the Trustees without the vote or consent of
Shareholders, on any matter submitted to a vote of Shareholders each whole Share
shall be entitled to one vote as to any matter on which it is entitled to vote
and each fractional Share shall be entitled to a proportionate fractional vote.
Without limiting their power to designate otherwise in accordance with the
preceding sentence, the Trustees have established in the Declaration of Trust
that each whole share shall be entitled to one vote as to any matter on which it
is entitled by the Declaration of Trust to vote and fractional shares shall be
entitled to a proportionate fractional vote. When any Share is held jointly by
several persons, any one of them may vote at any meeting in person or by proxy
in respect of such Share, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Share. A proxy, including a photographic or similar reproduction thereof
and a telegram, cablegram, wireless or similar transmission thereof, purporting
to be executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. If the holder of any such share is a minor or a
person of unsound mind, and subject to guardianship or the legal control of any
other person as regards the charge or management of such Share, he or she may
vote by his or her guardian or such other person appointed or having such
control, and such vote may be given in person or by proxy. Except as otherwise
provided herein or in the Declaration of Trust or the Delaware Business Trust
Act, 12 Del. C. Sections 3801 et seq., all matters relating to the giving,
voting or validity of proxies shall be governed by the General Corporation Law
of the State of Delaware relating to proxies, and judicial interpretations
thereunder, as if the Trust were a Delaware corporation and the Shareholders
were shareholders of a Delaware corporation.
3.7 INSPECTION OF BOOKS. The Trustees shall from time to time determine
whether and to what extent, and at what times and places, and under what
conditions and regulations the accounts and books of the Trust or any of them
shall be open to the inspection of the Shareholders; and no Shareholder shall
have any right to inspect any account or book or document of the Trust except as
conferred by law or otherwise by the Trustees or by resolution of the
Shareholders.
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3.8 NOMINATIONS AND PROPOSALS BY SHAREHOLDERS.
(a) Annual Meetings of Shareholders.
(1) Nominations of persons for election as a Trustee and the
proposal of business to be considered by the Shareholders may be made
at an annual meeting of Shareholders (i) pursuant to the Trust's
notice of meeting, (ii) by or at the direction of the Trustees or
(iii) by any Shareholder of the Trust who was a Shareholder of record
both at the time of giving of notice provided for in this Section
3.8(a) and at the time of the annual meeting, who is entitled to vote
at the meeting and who complied with the notice procedures set forth
in this Section 3.8(a).
For nominations for election to the Trustees or other business to
be properly brought before an annual meeting by a Shareholder pursuant
to clause (iii) of paragraph (a)(1) of this Section 3.8, the
Shareholder must have given timely notice thereof in writing to the
Secretary of the Trust and such other business must otherwise be a
proper matter for action by Shareholders. To be timely, a
Shareholder's notice must be delivered to the Secretary at the
principal executive office of the Trust by not later than the close of
business on the 90th day prior to the first anniversary of the date of
mailing of the notice for the preceding year's annual meeting nor
earlier than the close of business on the 120th day prior to the first
anniversary of the date of mailing of the notice for the preceding
year's annual meeting; provided, however, that in the event that the
date of the mailing of the notice for the annual meeting is advanced
or delayed by more than thirty days from the anniversary date of the
mailing of the notice for the preceding year's annual meeting, notice
by the Shareholder to be timely must be so delivered not earlier than
the close of business on the 120th day prior to the date of mailing of
the notice for such annual meeting and not later than the close of
business on the later of the 90th day prior to the date of mailing of
the notice for such annual meeting or the 10th day following the day
on which public announcement of the date of mailing of the notice for
such meeting is first made by the Trust. In no event shall the public
announcement of a postponement of the mailing of the notice for such
annual meeting or of an adjournment or postponement of an annual
meeting to a later date or time commence a new time period for the
giving of a Shareholder's notice as described above. A Shareholder's
notice to be proper must set forth (i) the class or series and number
of all shares of the Trust owned beneficially and of record by
Shareholder at the time the recommendation is submitted and the dates
on which such shares were acquired, specifying the number of shares
owned beneficially; (ii) a full listing of the proposed candidate's
education, experience (including knowledge of the investment company
industry, experience as a director or senior officer of public or
private companies, and directorships on other boards of other
registered investment companies), current employment, date of birth,
business and residence address, and the names and addresses of at
least three professional references; (iii) information as to whether
the candidate is, has been or may be an "interested person" (as such
term is defined in the Investment Company Act of 1940, as amended) of
the Trust, Calamos Advisors LLC (the "Adviser") or any affiliate of
the Adviser, and, if believed not to be or have been an "interested
person," information regarding the candidate that will be sufficient
for the Committee to make such determination; (iv) the written and
signed consent of the candidate to be named as a nominee and to serve
as a Trustee of the Trust, if elected; (v) a description of all
arrangements or understandings between the Shareholder, the candidate
and/or any other person or persons (including their names) pursuant to
which the Shareholder recommendation is being made, and if none, so
specify; (vi) the class or series and
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number of all shares of the Trust or any other Trust owned of record
or beneficially by the candidate, as reported by the candidate; and
(vii) such other information that would be helpful to the Committee in
evaluating the candidate.
(2) In the event that the number of trustees to be elected to the
Board of Trustees is increased and there is no public announcement by
the Trust of such action or specifying the size of the increased
Trustees at least one hundred days prior to the first anniversary of
the date of mailing of the notice for the preceding year's annual
meeting, a Shareholder's notice required by this Section 3.8(a) shall
also be considered timely, but only with respect to nominees for any
new positions created by such increase, if the notice is delivered to
the Secretary at the principal executive offices of the Trust not
later than the close of business on the 10th day immediately following
the day on which such public announcement is first made by the Trust.
(b) Special Meetings of Shareholders. Only such business shall be
conducted at a special meeting of Shareholders as shall have been brought
before the meeting pursuant to the Trust's notice of meeting. Nominations
of persons for election to the Trustees may be made at a special meeting of
Shareholders at which trustees are to be elected (i) pursuant to the
Trust's notice of meeting, (ii) by or at the direction of the Trustees or
(iii) provided that the Trustees have determined that trustees shall be
elected at such special meeting, by any Shareholder of the Trust who is a
Shareholder of record both at the time of giving of notice provided for in
this Section 3.8(b) and at the time of the special meeting, who is entitled
to vote at the meeting and who complied with the notice procedures set
forth in this Section 3.8(b). In the event the Trust calls a special
meeting of Shareholders for the purpose of electing one or more Trustees,
any such Shareholder may nominate a person or persons (as the case may be)
for election to such position as specified in the Trust's notice of
meeting, if the Shareholder's notice containing the information required by
paragraph (a)(2) of this Section 3.8 shall have been delivered to the
Secretary at the principal offices of the Trust not earlier than the close
of business on the 120th day prior to such special meeting and not later
than the close of business on the later of the 90th day prior to such
special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and the
nominees proposed by the Trustees to be elected at such meeting. In no
event shall the public announcement of a postponement or adjournment of a
special meeting to a later date or time commence a new time period for the
giving of a Shareholder's notice as described above.
(c) General. Only such persons who are nominated in accordance with
the procedures set forth in this Section 3.8 shall be eligible to serve as
trustee, and only such business shall be conducted at a meeting of
Shareholders as shall have been brought before the meeting in accordance
with the procedures set forth in this Section 3.8. The chairman of the
meeting shall have the power and duty to determine whether a nomination or
any other business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth
in this Section 3.8 and, if any proposed nomination or other business is
not in compliance with this Section 3.8, to declare that such nomination or
proposal shall be disregarded.
For purposes of this Section 3.8 (a) the "date of mailing of the
notice" shall mean the date of the proxy statement for the solicitation of
proxies for election of trustees and (b) "public announcement" shall mean
disclosure (i) in a press release either transmitted to the principal
securities exchange on which Shares of the Trust's common stock are traded
or reported by a recognized news service or (ii) in a document publicly
filed by the Trust with the Commission.
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(d) Compliance with State and Federal Law. Notwithstanding the
foregoing provisions of this Section 3.8, a Shareholder shall also comply
with all applicable requirements of state law and of the Exchange Act and
the rules and regulations thereunder with respect to the matters set forth
in this Section 3.8. Nothing in this Section 3.8 shall be deemed to affect
any right of a Shareholder to request inclusion of a proposal in, nor the
right of the Trust to omit a proposal from, the Trust's proxy statement
pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.
3.9 ABSTENTIONS AND BROKER NON-VOTES. Outstanding Shares represented in
person or by proxy (including Shares which abstain or do not vote with respect
to one or more of any proposals presented for Shareholder approval) will be
counted for purposes of determining whether a quorum is present at a meeting.
Abstentions will be treated as Shares that are present and entitled to vote for
purposes of determining the number of Shares that are present and entitled to
vote with respect to any particular proposal, but will not be counted as a vote
in favor of such proposal. If a broker or nominee holding Shares in "street
name" indicates on the proxy that it does not have discretionary authority to
vote as to a particular proposal, those Shares will not be considered as present
and entitled to vote with respect to such proposal.
3.10 ACTION WITHOUT MEETING. Any action which may be taken by Shareholders
may be taken without a meeting if a majority of Outstanding Shares entitled to
vote on the matter (or such larger proportion thereof as shall be required by
law) consent to the action in writing and the written consents are filed with
the records of the meetings of Shareholders. Such consents shall be treated for
all purposes as a vote taken at a meeting of Shareholders.
ARTICLE 4
TRUSTEES
4.1 CHAIRMAN OF THE TRUSTEES. The Trustees shall appoint one of their
number to be Chairman of the Trustees ("Chairman"). The Chairman shall preside
at all meetings of the Trustees and shareholders and shall have such other
duties as may be assigned to the Chairman by the Trustees from time to time.
4.2 LEAD INDEPENDENT TRUSTEE. If the Chairman is an "interested person" of
the Trust, as defined in the Investment Company Act of 1940 (the "1940 Act"),
the Trustees who are not such interested persons of the Trust ("Independent
Trustees") shall appoint one of their number to be Lead Independent Trustee, who
shall have such duties as may be assigned by the Independent Trustees from time
to time.
4.3 MEETINGS OF THE TRUSTEES. The Trustees may in their discretion provide
for regular or stated meetings of the Trustees. Notice of regular or stated
meetings need not be given. Meetings of the Trustees other than regular or
stated meetings shall be held whenever called by the Chairman, the Lead
Independent Trustee or by two or more other Trustees, at the time then in
office. Notice of the time and place of each meeting other than regular or
stated meetings shall be given by the Secretary or an Assistant Secretary or by
the officer or Trustee calling the meeting and shall be mailed, postage prepaid,
to each Trustee at least three days before the meeting, or shall be given by
telephone, cable, wireless, facsimile or other electronic mechanism by which
receipt thereof can be confirmed to each Trustee at his or her business address,
or personally delivered to him or her at least one day before the meeting. Such
notice may, however, be waived by any Trustee. 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. A notice or waiver of notice need
not specify the
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purpose of any meeting. The Trustees may meet by means of a telephone conference
circuit 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 be deemed to have been held at a place
designated by the Trustees at the meeting. Participation in a telephone
conference meeting shall constitute presence in person at such meeting. Any
action required or permitted to be taken at any meeting of the Trustees may be
taken by the Trustees without a meeting if a majority of the Trustees then in
office (or such higher number of Trustees as would be required to act on the
matter under the Declaration of Trust, these By-Laws or applicable law if a
meeting were held) consent to the action in writing and the written consents are
filed with the records of the Trustees' meetings. Such consents shall be treated
as a vote for all purposes. Notwithstanding the foregoing, all actions of the
Trustees shall be taken in compliance with the provisions of the 1940 Act.
4.4 QUORUM AND MANNER OF ACTING. A majority of the Trustees then in office
shall be present in person at any regular or special meeting of the Trustees in
order to constitute a quorum for the transaction of business at such meeting and
(except as otherwise required by law, the Declaration of Trust or these By-Laws)
the act of a majority of the Trustees present at any such meeting, at which a
quorum is present, shall be the act of the Trustees. In the absence of a quorum,
a majority of the Trustees present may adjourn the meeting from time to time
until a quorum shall be present. Notice of an adjourned meeting need not be
given.
4.5 ACTION BY CONSENT. Any action required or permitted to be taken at any
meeting of the Trustees or any committee thereof may be taken without a meeting,
if a written consent to such action is signed by a majority of the Trustees then
in office or a majority of the members of such committee, as the case may be,
and such written consent is filed with the minutes of the proceedings of the
Trustees or such committee.
4.6 ELIGIBILITY TO SERVE. Each Independent Trustee shall retire as a
Trustee as of the end of the calendar year in which the Trustee attains the age
of 72 years.
4.7 LIABILITY OF CHAIRMAN AND LEAD INDEPENDENT TRUSTEE. A Trustee serving
as Chairman or Lead Independent Trustee shall not be subject to any greater
liability, nor subject to any higher standard or duty, than that to which he or
she would be subject if not serving as such.
ARTICLE 5
COMMITTEES
5.1 EXECUTIVE AND OTHER COMMITTEES. The Trustees by vote of a majority of
all the Trustees may elect from their own number an Executive Committee to
consist of not less than two members to hold office at the pleasure of the
Trustees, which shall have the power to conduct the current and ordinary
business of the Trust while the Trustees are not in session, including the
purchase and sale of securities and the designation of securities to be
delivered upon redemption of Shares of the Trust or a Series thereof, and such
other powers of the Trustees as the Trustees may delegate to them, from time to
time, except those powers which by law, the Declaration of Trust or these
By-Laws they are prohibited from delegating. The Trustees may also elect from
their own number other Committees from time to time; the number composing such
Committees, the powers conferred upon the same (subject to the same limitations
as with respect to the Executive Committee) and the term of membership on such
Committees to be determined by the Trustees. The Trustees may designate a
Chairman of any such Committee. In the absence of such designation the Committee
may elect its own Chairman.
5.2 QUORUM AND MANNER OF ACTING. A majority of the members of any Committee
of the Trustees shall constitute a quorum for the transaction of business, and
any action of such a Committee
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may be taken at a meeting by a majority of the members present (a quorum being
present) or evidenced by one or more writings signed by a majority of the
members of such Committee. Members of a Committee may participate in a meeting
of such Committee by means of a conference telephone or other 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.
5.3 LIABILITY OF COMMITTEE CHAIRMAN. A Trustee serving as a Chairman of any
Committee of the Trustees shall not be subject to any greater liability, nor
subject to any higher standard or duty, than that to which he or she would be
subject if not serving as Chairman of the Committee.
ARTICLE 6
OFFICERS
6.1 GENERAL PROVISIONS. The officers of the Trust shall be a President, a
Treasurer and a Secretary, who shall be elected by the Trustees. The Trustees
may elect such other officers or agents as the business of the Trust may
require, including one or more Vice Presidents, one or more Assistant
Secretaries, and one or more Assistant Treasurers. The Trustees may delegate to
any officer or Committee the power to appoint any subordinate officers or
agents.
6.2 ELECTION. The President, the Vice Presidents (if any), the Treasurer
and the Secretary shall be elected annually by the Trustees. Other officers, if
any, may be elected by the Trustees at such meeting or at any other time.
Vacancies in any office may be filled at any time.
6.3 TENURE. Subject to Section 6.4, each officer shall hold office and each
agent shall retain authority at the pleasure of the Trustees.
6.4 REMOVAL. The Trustees, at any regular or special meeting of the
Trustees, may remove any officer with or without cause, by a vote of a majority
of the Trustees then in office. Any officer or agent appointed by an officer or
committee may be removed with or without cause by such appointing officer or
committee.
6.5 PRESIDENT. Unless the Trustees otherwise provide, the President shall
be the chief executive officer of the Trust and, subject to the direction of the
Trustees, shall have general charge of the business affairs and property of the
Trust and general supervision over its officers, employees and agents. Except as
the Trustees may otherwise order, the President shall have the power to grant,
issue, execute or sign such powers of attorney, proxies, agreements,
certifications or other documents as he or she may deem advisable or necessary
in the furtherance of the interests of the Trust or any Series or Class thereof.
The President also shall have the power to employ attorneys, accountants and
other advisers and agents for the Trust. The President shall exercise such other
powers and perform such other duties as the Trustees may from time to time
assign to the President.
6.6 VICE PRESIDENTS. The Vice Presidents shall, in the absence or
disability of the President, and in the order designated by the Trustees,
perform the duties and exercise the powers of the President and, in addition,
shall at all time perform such other duties and exercise such other powers as
may be prescribed by the Trustees or the President, to whose supervision they
shall be subject. Any Vice President of the Trust may be designated the chief
financial officer of the Trust.
6.7 CHIEF FINANCIAL OFFICER. The Chief Financial Officer of the Trust shall
have general charge of the finances of the Trust. The Chief Financial Officer
shall make annual reports regarding the business and financial condition of the
Trust as soon as possible after the close of the Trust's fiscal year and shall
furnish such other reports concerning the business and financial condition of
the Trust as the
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Trustees may from time to time require. The Chief Financial Officer shall
perform all acts incidental to the office of Chief Financial Officer, subject to
the supervision of the Trustees, and shall perform such additional duties as the
Trustees or the Chairman may from time to time designate. The Chief Financial
Officer shall be responsible to and shall report to the Trustees. In the absence
of the Chief Financial Officer, the Treasurer may perform all duties of the
Chief Financial Officer.
6.8 TREASURER. The Treasurer shall, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with any
custodian, investment adviser, or transfer, accounting or Shareholder servicing
or similar agent, be the chief accounting officer and 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. The Treasurer may be designated the chief
financial officer of the Trust.
6.9 SECRETARY. The Secretary shall, if and to the extent requested by the
Trustees and/or shareholders, attend all meetings of the Trustees, any committee
of the Trustees and the Shareholders and record all the proceedings of such
meetings in a book to be kept for that purpose. Subject to Section 3.4 hereof,
he or she shall give, or cause to be given, notice of all meetings of the
Trustees and meetings of the Shareholders, and shall perform such other duties
as may be prescribed by the Trustees or President, to whose supervision he or
she shall be subject. The Secretary shall keep in safe custody the seal of the
Trust and, when authorized by the Trustee, affix the same to any instrument
requiring it, which seal when so affixed may be attested by his or her signature
or by the signature of the Treasurer or an Assistant Secretary.
6.10 ASSISTANT TREASURERS. In the absence or disability of the Treasurer,
any Assistant Treasurer designated by the Trustees shall perform all the duties,
and may exercise any of the powers, of the Treasurer. Each Assistant Treasurer
shall perform such other duties as from time to time may be assigned to such
Assistant Treasurer by the Trustees. Each Assistant Treasurer performing the
duties and exercising the powers of the Treasurer, if any, shall give a bond for
the faithful discharge of his or her duties, if required so to do by the
Trustees, in such sum and with such surety or sureties as the Trustees shall
require.
6.11 ASSISTANT SECRETARIES. In the absence or disability of the Secretary,
any Assistant Secretary designated by the Trustees shall perform all the duties,
and may exercise any of the powers, of the Secretary. Each Assistant Secretary
shall perform such other duties as from time to time may be assigned to such
officer by the Trustees.
6.12 COMPENSATION OF OFFICERS AND TRUSTEES AND MEMBERS OF THE ADVISORY
BOARD. Subject to any applicable provisions of the Declaration of Trust, the
compensation of the officers and Trustees and members of any advisory board
shall be fixed from time to time by the Trustees or, in the case of officers, by
any Committee or officer upon whom such power may be conferred by the Trustees.
No officer shall be prevented from receiving such compensation as such officer
by reason of the fact that the officer is also a Trustee.
6.13 POWER TO VOTE SECURITIES. Unless otherwise ordered by the Trustees,
the Chief Financial Officer and/or the Treasurer shall have full power and
authority on behalf of the Trust to give proxies for, and/or to attend and to
act and to vote at, any meeting of stockholders of any corporation in which the
Trust may hold stock, and at any such meeting the Treasurer or his or her proxy
shall possess and may exercise any and all rights and powers incident to the
ownership of such stock which, as the owner thereof, the Trust might have
possessed and exercised if present. The Trustees, by resolution from time to
time, or, in the absence thereof, the Treasurer, may confer like powers upon any
other person or persons as attorneys and proxies of the Trust.
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ARTICLE 7
FISCAL YEAR
The fiscal year of the Trust shall end on such date as the Trustees shall from
time to time determine.
ARTICLE 8
SEAL
The Trustees may, but shall not be required to, adopt a seal which shall be in
such form and shall have such inscription thereon as the Trustees may from time
to time prescribe.
ARTICLE 9
SUFFICIENCY AND WAIVERS OF NOTICE
Whenever any notice whatever is required to be given by law, the Declaration of
Trust or these By-Laws, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto. A notice shall be deemed to have
been sent by mail, telegraph or cable when it has been delivered to a
representative of any company holding itself out as capable of sending notice by
such means with instructions that it be so sent, or at the time of confirmation
if sent by wireless, facsimile or other electronic means.
ARTICLE 10
CERTIFICATES
If so determined by resolution of the Board of Trustees, each Shareholder of the
Trust shall be entitled upon request to have a certificate or certificates, in
such form as shall be approved by the Board of Trustees, representing the number
of Shares of the Trust owned by the Shareholder, provided, however, that
certificates for fractional shares will not be delivered in any case.
Certificates representing Shares shall be signed by or in the name of the Trust
by the President or a Vice President or the Chairman and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of
the signatures may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate shall be issued, it may be issued by the Trust with the
same effect as if such officer, transfer agent or registrar were still in the
office at the date of issue.
ARTICLE 11
AMENDMENT
These By-Laws, or any of them, may be altered, amended or repealed, or new
By-Laws may be adopted by the Trustees, provided, however, that no By-law may be
amended, adopted or repealed by the Trustees if such amendment, adoption or
repeal requires, pursuant to law, the Declaration of Trust or these By-Laws, a
vote of the Shareholders.
END OF BY-LAWS
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