EXHIBIT b.2
AMENDED AND RESTATED BYLAWS
of
NFJ DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
(Dated as of February 9, 2005)
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 New York, New York. 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 NFJ Dividend, Interest & Premium
Strategy 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 (if any), 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
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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, a Chief Compliance Officer 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
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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 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.
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Notwithstanding the foregoing, in lieu of issuing certificates for
Shares, the Trustees or the transfer agent may either issue receipts therefor or
may keep accounts upon the books of the Trust for the record holders of such
Shares, who shall in either case be deemed, for all purposes hereunder, to be
the holders of certificates for such Shares as if they had accepted such
certificates and shall be held to have expressly assented and agreed to the
terms hereof.
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
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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 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
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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 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
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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 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
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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
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
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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.
(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
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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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