Exhibit b.
BYLAWS
OF
ANALYTIC COVERED CALL PLUS FUND
(Dated as of December 3, 2004)
ARTICLE 1
AGREEMENT AND DECLARATION OF TRUST AND PRINCIPAL OFFICE
1.1 Principal Office of the Trust. A principal office of the Trust shall be
located in Boston, Massachusetts. The Trust may have other principal offices
within or without Massachusetts as the Trustees may determine or as they may
authorize.
1.2 Agreement and Declaration of Trust. These Bylaws shall be subject to the
Agreement and Declaration of Trust, as amended or restated from time to time
(the "Declaration of Trust"), of Analytic Covered Call Plus Fund, the
Massachusetts business trust established by the Declaration of Trust (the
"Trust"). Capitalized terms used in these Bylaws and not otherwise defined
herein shall have the meanings given to such terms in the Declaration of Trust.
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. A regular meeting of the
Trustees may be held without call or notice immediately after and at the same
place as the annual meeting of the Shareholders.
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, 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 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, telex or
telecopy or other electronic facsimile transmission method 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.
ARTICLE 3
OFFICERS
3.1 Enumeration; Qualification. The officers of the Trust shall be a President,
a Treasurer, a Secretary, and such other officers including a Chairman, 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. Any officer may but need not be a Trustee or a Shareholder. Any two or
more offices may be held by the same person.
3.2 Election. The President, the Treasurer, and the Secretary shall be elected
annually by the Trustees. Other officers, if any, may be elected or appointed by
the Trustees at the same meeting at which the President, Treasurer and Secretary
are elected, or at any other time. Vacancies in any office may be filled at any
time.
3.3 Tenure. The Chairman of the Trustees, if one is elected, the President, the
Treasurer and the Secretary shall hold office until their respective successors
are chosen and qualified, or in each case until he or she sooner dies, resigns,
is removed with or without cause or becomes disqualified. Each other officer
shall hold office and each agent of the Trust shall retain authority at the
pleasure of the Trustees.
3.4 Powers. Subject to the other provisions of these Bylaws, 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.
3.5 Chairman; President; Vice President. Unless the Trustees otherwise provide,
the Chairman 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. Any Vice President shall
have such duties and powers as may be designated from time to time by the
Trustees or the President.
3.6 Treasurer; Assistant 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, sub-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
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and powers as may be designated from time to time by the Trustees or by the
President. Any Assistant Treasurer shall have such duties and powers as may be
designated from time to time by the Trustees or the President.
3.7 Secretary; Assistant 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 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. Any Assistant Secretary shall have such duties and powers as
may be designated from time to time by the Trustees or the President.
3.8 Resignations. Any officer may resign at any time by written instrument
signed by him or her and delivered to the Chairman, if any, 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. 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 or her resignation or removal, or any right to damages
on account of such removal.
ARTICLE 4
COMMITTEES
4.1 Quorum; Voting. Except as provided below or as otherwise specifically
provided in the resolutions constituting a Committee of the Trustees and
providing for the conduct of its meetings, 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 may be taken at a meeting by a vote
of a majority of the members present (a quorum being present) or evidenced by
one or more writings signed by such a majority. 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.
With respect to a Valuation Committee of the Trustees, one or more of
the Committee members shall constitute a quorum for the transaction of business.
Except as specifically provided in the resolutions constituting a
Committee of the Trustees and providing for the conduct of its meetings, Article
2, Section 2.3 of these Bylaws relating to special meetings shall govern the
notice requirements for Committee meetings, except that it shall be sufficient
notice to a Valuation Committee of the Trustees to send notice by telegram,
telex or telecopy or other electronic means (including by telephone
voice-message or e-mail) at least fifteen minutes before the meeting.
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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. Except as from time to time otherwise provided by the Trustees, the
initial fiscal year of the Trust shall end on such date as is determined in
advance or in arrears by the Treasurer, and the subsequent fiscal years shall
end on such date in subsequent years.
ARTICLE 7
SEAL
7.1 General. The seal of the Trust shall, subject to alteration by the Trustees,
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;
provided, however, that 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 deeds, leases,
transfers, contracts, bonds, notes, checks, drafts and other obligations made,
accepted or endorsed by the Trust shall be executed by the President, any Vice
President, the Treasurer or by whomever else shall be designated for that
purpose by vote of the Trustees, and need not bear the seal of the Trust.
ARTICLE 9
ISSUANCE OF SHARE CERTIFICATES
9.1 Share Certificates. Each Shareholder shall be entitled to a certificate
stating the number of Shares owned by him or her, in such form as shall be
prescribed from time to time by the Trustees. Such certificates shall be signed
by the President or any Vice President and by the Treasurer or any Assistant
Treasurer. Such signatures may be by facsimile 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 or she were such officer at the time of its issuance.
Notwithstanding the foregoing, in lieu of issuing certificates for
Shares, the Trustees or the transfer agent may either issue receipts therefor or
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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.
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 Certificates to Pledgee. A pledgee of Shares transferred as
collateral security shall be entitled to 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 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. Notwithstanding anything to the
contrary in this Article 9, the Trustees may at any time discontinue the
issuance of share certificates and may, by written notice to each Shareholder,
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
SHAREHOLDERS' VOTING POWERS AND MEETINGS
10.1 Voting Powers. The Shareholders shall have power to vote only (i) for the
election or removal of Trustees as provided in Article IV, Sections 1 and 3 of
the Declaration of Trust, (ii) with respect to any Manager or sub-adviser as
provided in Article IV, Section 8 of the Declaration of Trust to the extent
required by the 1940 Act, (iii) with respect to certain transactions and other
matters to the extent and as provided in Article V, Sections 2 and 3 of the
Declaration of Trust, (iv) with respect to any termination of this Trust to the
extent and as provided in Article IX, Section 4 of the Declaration of Trust (for
the avoidance of any doubt, Shareholders shall have no separate right to vote
with respect to the termination of the Trust or a series or class of Shares if
the Trustees (including the Continuing Trustees) exercise their right to
terminate the Trust or such series or class pursuant to clauses (ii) or (y) of
Article IX, Section 4 of the Declaration of Trust), (v) with respect to any
amendment of the Declaration of Trust to the extent and as provided in Article
IX, Section 7 of the Declaration of Trust, (vi) to the same extent as the
stockholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or the Shareholders,
and (vii) with respect to such additional matters relating to the Trust as may
be required by law, the Declaration of Trust, these Bylaws or any registration
of the Trust with the Securities and Exchange Commission (or any successor
agency) or any state, or as the Trustees may consider necessary or desirable.
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, except as otherwise provided in the Declaration of Trust, these
Bylaws, or required by applicable law. Except as otherwise provided in the
Declaration of Trust or in respect of the terms of a class of preferred shares
of beneficial interest of the Trust as reflected in these Bylaws or required by
applicable law, all Shares of the Trust then entitled to vote shall be voted in
the aggregate as a single class without regard to classes or series of Shares.
There shall be no cumulative voting in the election of Trustees. Shares may be
voted in person or by proxy. A proxy with respect to Shares held in the name of
two or more persons shall be valid if executed by any one of them unless at or
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prior to exercise of the proxy the Trust receives a specific written notice to
the contrary from any one of them. 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. A proxy 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.
Until Shares of a particular class or series are issued, the Trustees may
exercise all rights of Shareholders and may take any action required by law, the
Declaration of Trust or these Bylaws to be taken by Shareholders as to such
class or series.
10.2 Voting Power and Meetings. Except as provided in the next sentence, regular
meetings of the Shareholders for the election of Trustees and the transaction of
such other business as may properly come before the meeting shall be held, so
long as Shares are listed for trading on the New York Stock Exchange, on at
least an annual basis, on such day and at such place as shall be designated by
the Trustees. In the event that such a meeting is not held in any annual period
if so required, whether the omission be by oversight or otherwise, a subsequent
special meeting may be called by the Trustees and held in lieu of such meeting
with the same effect as if held within such annual period. Special meetings of
the Shareholders or any or all classes or series of Shares may also be called by
the Trustees from time to time for such other purposes as may be prescribed by
law, by the Declaration of Trust or by these Bylaws, or for the purpose of
taking action upon any other matter deemed by a majority of the Trustees and a
majority of the Continuing Trustees to be necessary or desirable. A special
meeting of Shareholders may be held at any such time, day and place as is
designated by the Trustees. Written notice of any meeting of Shareholders,
stating the date, time, place and purpose of the meeting, shall be given or
caused to be given by a majority of the Trustees and a majority of the
Continuing Trustees at least seven days before such meeting to each Shareholder
entitled to vote thereat by leaving such notice with the Shareholder at his or
her residence or usual place of business or by mailing such notice, postage
prepaid, to the Shareholder's address as it appears on the records of the Trust.
Such notice may be given by the Secretary or an Assistant Secretary or by any
other officer or agent designated for such purpose by the Trustees. Whenever
notice of a meeting is required to be given to a Shareholder under the
Declaration of Trust or these Bylaws, a written waiver thereof, executed before
or after the meeting by such Shareholder or his or her attorney thereunto
authorized and filed with the records of the meeting, shall be deemed equivalent
to such notice. Notice of a meeting need not be given to any Shareholder who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to such Shareholder. No ballot shall be required for any election
unless required by a Shareholder present or represented at the meeting and
entitled to vote in such election. Notwithstanding anything to the contrary in
this Section 10.2, no matter shall be properly before any annual or special
meeting of Shareholders and no business shall be transacted thereat unless in
accordance with Section 10.6 of these Bylaws.
10.3 Quorum and Required Vote. Except when a larger quorum is required by any
provision of law or the Declaration of Trust or these Bylaws, thirty percent
(30%) of the Shares entitled to vote on a particular matter shall constitute a
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quorum for the transaction of business at a Shareholders' meeting, except that
where any provision of law or the Declaration of Trust or these Bylaws permits
or requires that holders of any class or series of Shares shall vote as an
individual class or series, then thirty percent (30%) (unless a larger quorum is
required as specified above) of Shares of that class or series entitled to vote
shall be necessary to constitute a quorum for the transaction of business by
that class or series. Any lesser number shall be sufficient for adjournments.
Any adjourned session or sessions may be held, within a reasonable time after
the date set for the original meeting, without the necessity of further notice.
Except when a different vote is required by any provision of law or the
Declaration of Trust or these Bylaws, a plurality of the quorum of Shares
necessary for the transaction of business at a Shareholders' meeting shall
decide any questions and a plurality of Shares voted shall elect a Trustee,
provided that where any provision of law or of the Declaration of Trust or these
Bylaws permits or requires that the holders of any class or series of Shares
shall vote as an individual class or series, then a plurality of the quorum of
Shares of that class or series necessary for the transaction of business by that
class or series at a Shareholders' meeting shall decide that matter insofar as
that class or series is concerned.
10.4 Action by Written Consent. Any action taken by Shareholders may be taken
without a meeting if a majority of Shareholders entitled to vote on the matter
(or such larger proportion thereof as shall be required by any express provision
of law or the Declaration of Trust or these Bylaws) consent to the action in
writing and such written consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as a vote taken at
a meeting of Shareholders.
10.5 Record Dates. For the purpose of determining the Shareholders who are
entitled to vote or act at any meeting or any adjournment thereof, or who are
entitled to receive payment of any dividend or of any other distribution, the
Trustees may from time to time fix a time, which shall be not more than 90 days
before the date of any meeting of Shareholders or the date for the payment of
any dividend or of any other distribution, as the record date for determining
the Shareholders having the right to notice of and to vote at such meeting and
any adjournment thereof or the right to receive such dividend or distribution,
and in such case only Shareholders of record on such record date shall have the
right notwithstanding any transfer of Shares on the books of the Trust after the
record date; or without fixing such record date the Trustees may for any of such
purposes close the register or transfer books for all or any part of such
period.
10.6 Advance Notice of Shareholder Nominees for Trustees and Other
Shareholder Proposals.
(a) As used in this Section 10.6, the term "annual meeting" refers to any
annual meeting of Shareholders as well as any special meeting held in
lieu of an annual meeting as described in the first two sentences of
Section 10.2 of these Bylaws, and the term "special meeting" refers to
all meetings of Shareholders other than an annual meeting or a special
meeting in lieu of an annual meeting.
(b) The matters to be considered and brought before any annual or special
meeting of Shareholders shall be limited to only such matters,
including the nomination and election of Trustees, as shall be brought
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properly before such meeting in compliance with the procedures set
forth in this Section 10.6. Only persons who are nominated in
accordance with the procedures set forth in this Section 10.6 shall be
eligible for election as Trustees, and no proposal to fix the number of
Trustees shall be brought before an annual or special meeting of
Shareholders or otherwise transacted unless in accordance with the
procedures set forth in this Section 10.6, except as may be otherwise
provided in these Bylaws with respect to the right of holders of
preferred shares of beneficial interest, if any, of the Trust to
nominate and elect a specified number of Trustees in certain
circumstances.
(c) For any matter to be properly before any annual meeting, the matter
must be (i) specified in the notice of meeting given by or at the
direction of a majority of the Trustees and a majority of the
Continuing Trustees pursuant to Section 10.2 of these Bylaws, (ii)
otherwise brought before the meeting by or at the direction of a
majority of the Continuing Trustees (or any duly authorized committee
thereof), or (iii) brought before the meeting in the manner specified
in this Section 10.6(c) by a Shareholder of record entitled to vote at
the meeting or by a Shareholder (a "Beneficial Owner") that holds
Shares entitled to vote at the meeting through a nominee or "street
name" holder of record and that can demonstrate to the Trust such
indirect ownership and such Beneficial Owner's entitlement to vote such
Shares, provided that the Shareholder was the Shareholder of record or
the Beneficial Owner held such Shares at the time the notice provided
for in this Section 10.6(c) is delivered to the Secretary.
In addition to any other requirements under applicable law and
the Declaration of Trust and these Bylaws, persons nominated by
Shareholders for election as Trustees and any other proposals by
Shareholders may be properly brought before an annual meeting only
pursuant to timely notice (the "Shareholder Notice") in writing to the
Secretary. To be timely, the Shareholder Notice must be delivered to or
mailed and received at the principal executive offices of the Trust not
less than forty-five (45) nor more than sixty (60) days prior to the
first anniversary date of the date on which the Trust first mailed its
proxy materials for the prior year's annual meeting; provided, however,
with respect to the annual meeting to be held in the calendar year
2006, the Shareholder Notice must be so delivered or mailed and so
received on or before January 1, 2006; provided further, however, if
and only if the annual meeting is not scheduled to be held within a
period that commences thirty (30) days before the first anniversary
date of the annual meeting for the preceding year and ends thirty (30)
days after such anniversary date (an annual meeting date outside such
period being referred to herein as an "Other Annual Meeting Date"),
such Shareholder Notice must be given in the manner provided herein by
the later of the close of business on (i) the date forty-five (45) days
prior to such Other Annual Meeting Date or (ii) the tenth (10th)
business day following the date such Other Annual Meeting Date is first
publicly announced or disclosed.
Any Shareholder desiring to nominate any person or persons (as
the case may be) for election as a Trustee or Trustees of the Trust
shall deliver, as part of such Shareholder Notice: (i) a statement in
writing setting forth (A) the name, age, date of birth, business
address, residence address and nationality of the person or persons to
be nominated; (B) the class or series and number of all Shares of the
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Trust owned of record or beneficially by each such person or persons,
as reported to such Shareholder by such nominee(s); (C) any other
information regarding each such person required by paragraphs (a), (d),
(e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22
of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), adopted by the Securities and
Exchange Commission (or the corresponding provisions of any regulation
or rule subsequently adopted by the Securities and Exchange Commission
or any successor agency applicable to the Trust); (D) any other
information regarding the person or persons to be nominated that would
be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitation of proxies for
election of Trustees or directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder; and
(E) whether such Shareholder believes any nominee is or will be an
"interested person" of the Trust (as defined in the Investment Company
Act of 1940, as amended) and, if not an "interested person,"
information regarding each nominee that will be sufficient for the
Trust to make such determination; and (ii) the written and signed
consent of the person or persons to be nominated to be named as
nominees and to serve as Trustees if elected. In addition, the Trustees
may require any proposed nominee to furnish such other information as
they may reasonably require or deem necessary to determine the
eligibility of such proposed nominee to serve as a Trustee. Any
Shareholder Notice required by this Section 10.6(c) in respect of a
proposal to fix the number of Trustees shall also set forth a
description of and the text of the proposal, which description and text
shall state a fixed number of Trustees that otherwise complies with
applicable law, these Bylaws and the Declaration of Trust.
Without limiting the foregoing, any Shareholder who gives a
Shareholder Notice of any matter proposed to be brought before a
Shareholder meeting (whether or not involving nominees for Trustees)
shall deliver, as part of such Shareholder Notice: (i) the description
of and text of the proposal to be presented; (ii) a brief written
statement of the reasons why such Shareholder favors the proposal;
(iii) such Shareholder's name and address as they appear on the Trust's
books; (iv) any other information relating to the Shareholder that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with the solicitation of proxies with
respect to the matter(s) proposed pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder; (v)
the class or series and number of all Shares of the Trust owned
beneficially and of record by such Shareholder; (vi) any material
interest of such Shareholder in the matter proposed (other than as a
Shareholder); (vii) a representation that the Shareholder intends to
appear in person or by proxy at the Shareholder meeting to act on the
matter(s) proposed; (viii) if the proposal involves nominee(s) for
Trustees, a description of all arrangements or understandings between
the Shareholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the nomination(s) are
to be made by the Shareholder; and (ix) in the case of a Beneficial
Owner, evidence establishing such Beneficial Owner's indirect ownership
of, and entitlement to vote, Shares at the meeting of Shareholders. As
used in this Section 10.6, Shares "beneficially owned" shall mean all
Shares which such person is deemed to beneficially own pursuant to
Rules 13d-3 and 13d-5 under the Exchange Act.
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(d) For any matter to be properly before any special meeting, the matter
must be specified in the notice of meeting given by or at the direction
of a majority of the Trustees and a majority of the Continuing Trustees
pursuant to Section 10.2 of these Bylaws. In the event the Trust calls
a special meeting for the purpose of electing one or more Trustees, any
Shareholder may nominate a person or persons (as the case may be) for
election to such position(s) as specified in the Trust's notice of
meeting if and only if the Shareholder provides a notice containing the
information required in the Shareholder Notice to the Secretary
required with respect to annual meetings by Section 10.6(c) hereof, and
such notice is delivered to or mailed and received at the principal
executive office of the Trust not later than the close of business on
the tenth (10th) day following the day on which the date of the special
meeting and of the nominees proposed by the Trustees to be elected at
such meeting are publicly announced or disclosed.
(e) For purposes of this Section 10.6, a matter shall be deemed to have
been "publicly announced or disclosed" if such matter is disclosed in a
press release reported by the Dow Xxxxx News Service, Associated Press
or comparable national news service, in a document publicly filed by
the Trust with the Securities and Exchange Commission, or in a Web site
accessible to the public maintained by the Trust or by its investment
adviser or an affiliate of such investment adviser with respect to the
Trust.
(f) In no event shall an adjournment or postponement (or a public
announcement thereof) of a meeting of Shareholders commence a new time
period (or extend any time period) for the giving of notice as provided
in this Section 10.6.
(g) The person presiding at any meeting of Shareholders, in addition to
making any other determinations that may be appropriate to the conduct
of the meeting, shall have the power and duty to (i) determine whether
a nomination or proposal of other matters to be brought before a
meeting and notice thereof have been duly made and given in the manner
provided in this Section 10.6 and elsewhere in these Bylaws and the
Declaration of Trust and (ii) if not so made or given, to direct and
declare at the meeting that such nomination and/or such other matters
shall be disregarded and shall not be considered. Any determination by
the person presiding shall be binding on all parties absent manifest
error.
(h) Notwithstanding anything to the contrary in this Section 10.6 or
otherwise in these Bylaws, unless required by federal law, no matter
shall be considered at or brought before any annual or special meeting
unless such matter has been approved for these purposes by a majority
of the Continuing Trustees and, in particular, no Beneficial Owner
shall have any rights as a Shareholder except as may be required by
federal law. Furthermore, nothing in this Section 10.6 shall be
construed as creating any implication or presumption as to the
requirements of federal law.
ARTICLE 11
AMENDMENT TO THE BYLAWS
11.1 General. Except to the extent that the Declaration of Trust or applicable
law requires a vote or consent of Shareholders or a higher vote or consent by
the Trustees and/or the Continuing Trustees, these Bylaws may be amended,
changed, altered or repealed, in whole or part, only by resolution of a majority
of the Trustees and a majority of the Continuing Trustees then in office at any
meeting of the Trustees, or by one or more writings signed by such Trustees and
Continuing Trustees.
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