AMENDED AND RESTATED BYLAWS
of
ALLIANZGI ARTIFICIAL INTELLIGENCE
& TECHNOLOGY OPPORTUNITIES
FUND
(Dated as of September 12, 2019)
ARTICLE 1
Agreement and Declaration of Trust and
Principal Office
1.1 Principal Office of the Trust. The Trust
may have one or more principal offices
within or outside of The Commonwealth of
Massachusetts as the Trustees may
determine or as
they may authorize.
1.2 Agreement and Declaration of Trust.
These Bylaws (the "Bylaws") shall be
subject to the Agreement and Declaration of
Trust, as amended or restated from time to
time (the
"Declaration of Trust"), of AllianzGI Artificial
Intelligence & Technology Opportunities
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
an 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 of the
Trustees,
the President or the Treasurer or by two or
more Trustees, sufficient notice thereof
being given to
each Trustee by the Secretary or an
Assistant Secretary or by the officer 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
e-mail, telephone, voice message, telegram,
telex
or telecopy or other electronic means 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 facsimile
number
or e-mail address as the case may be) or to
give notice to him or her in person or by
telephone or
voice message 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
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meeting, is filed with the records of the
meeting, or to any Trustee who attends the
meeting
without protesting prior thereto or at its
commencement the lack of notice to him or
her. Neither
notice of a meeting nor a waiver of a notice
need specify the purposes of the meeting.
2.4 Quorum. At any meeting of the Trustees a
majority of the Trustees then in office
shall constitute a quorum. Any meeting may
be adjourned from time to time by a majority
of the
votes cast upon the question, whether or not
a quorum is present, and the meeting may be
held as
adjourned without further notice.
2.5 Methods of Written Consent. Where
action may be taken by the Trustees by
written consent in accordance with the
Declaration of Trust or these Bylaws, a
Trustee's consent
may be evidenced and effected by a paper
instrument with a manual signature, or by an
electronic transmission with an electronic
signature pursuant to means deemed
appropriate by the
Board, which shall include, without limitation,
the electronic consent mechanism provided
through the Diligent Boards web portal
service. A consent may be executed or
evidenced in
multiple counterparts which, taken together,
shall constitute a single instrument. Each
consent
shall be filed with the minutes of the Board
or applicable Committee, and such filings
may be in
either paper or electronic form.
ARTICLE 3
Officers and Chairman of the Trustees
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, 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. If
required by the Investment Company Act of
1940, as amended (the "1940 Act"), the Chief
Compliance Officer shall be elected or
appointed by a majority of the Trustees, as
well as a
majority of the Trustees who are not
Interested Persons of the Trust (the
"Independent
Trustees"), and otherwise in accordance with
Rule 38a-1 (or any successor rule) under the
1940
Act, as such rule may be amended from time
to time ("Rule 38a-1"). 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, the Secretary and the Chief
Compliance Officer 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, provided that, if required by the
1940
Act, any removal of the Chief Compliance
Officer shall be in accordance with Rule 38a-
1. Each
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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 set forth in the Declaration of Trust,
such duties
and powers as are commonly incident to the
office occupied by him or her as if the Trust
were
organized as a Massachusetts business
corporation and such other duties and
powers as the
Trustees may from time to time designate.
3.5 Chairman of the Trustees. There may be
an office of the Chairman of the
Trustees, which shall serve on behalf of the
Trustees, but shall not be an officer of the
Trust. The
office of the Chairman of the Trustees may
be held by more than one person. Any
Chairman of
the Trustees shall be elected by a majority of
the Trustees, as well as a majority of the
Independent Trustees if required by the 1940
Act. If required by the 1940 Act, any
Chairman of
the Trustees shall be an Independent
Trustee and may, but need not, be a
shareholder. The
powers and the duties of the Chairman of the
Trustees shall include any and all such
powers and
duties relating to the operations of the
Trustees as, from time to time, may be
conferred upon or
assigned to such office by the Trustees or as
may be required by law, provided that the
Chairman
of the Trustees shall have no individual
authority to act for the Trust as an officer of
the Trust.
In carrying out the responsibilities and duties
of the office, the Chairman of the Trustees
may
seek assistance and input from other
Trustees or Committees of the Trustees,
officers of the Trust
and the Trust's investment adviser(s) and
other service providers, as deemed
necessary or
appropriate. The Trustees, including a
majority of the Independent Trustees if
required by the
1940 Act, may appoint one or more persons
to perform the duties of the Chairman of the
Trustees, in the event of his or her absence
at any meeting or in the event of his or her
disability.
3.6 President; Vice President. The President
shall be the chief executive officer of the
Trust. Any Vice President shall have such
duties and powers as may be designated
from time to
time by the Trustees or the President.
3.7 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
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.
3.8 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
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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.
3.9 Chief Compliance Officer. The Chief
Compliance Officer shall perform the
duties and have the responsibilities of the
chief compliance officer of the Trust,
including if
required by the 1940 Act any such duties and
responsibilities imposed by Rule 38a-1, and
shall
have such other duties and powers as may
be designated from time to time by the
Trustees.
3.10 Resignations. Any officer may resign at
any time by written instrument signed by
him or her and delivered to the Chairman of
the Trustees, 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 (or similar committee responsible
for valuation oversight and determinations),
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, Section 2.3 of these Bylaws
relating to
special meetings of the Trustees 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 e-mail, telephone, voice message,
telegram, telex or telecopy or other electronic
means at
least fifteen minutes before the meeting.
ARTICLE 5
Reports
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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 determined 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 Trustees or 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
Uncertificated Shares and Share Certificates
9.1 Uncertificated Shares; Share Certificates.
In lieu of issuing certificates for Shares,
the Trustees or the transfer agent may either
issue receipts therefor or may keep accounts
upon
the books of the Trust for the record holders
of such Shares, who shall in either case be
deemed,
for all purposes hereunder, to be the holders
of certificates for such Shares as if they had
accepted such certificates and shall be held
to have expressly assented and agreed to the
terms
hereof.
The Trustees may at any time, but are not
required to, authorize the issuance of share
certificates. In that event, each Shareholder
shall be entitled to a certificate stating the
number of
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Shares owned by him or her, in such form as
shall be prescribed from time to time by the
Trustees. Any 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.
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 any 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(b) 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(b) 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
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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
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 third sentence of this
paragraph, regular meetings of the
Shareholders for the election of Trustees (for
purposes of this
Section 10.2, an "annual meeting") 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 ("NYSE"), on at least an
annual basis, on such day and at such place
as shall be
designated by the Trustees. For the
avoidance of doubt, for these purposes, "on
at least an
annual basis" is intended to permit the
Trustees to set the Trust's annual meetings
at anytime
within the period required of closed-end
investment companies whose shares are
listed for
trading on the NYSE in accordance with
applicable rules of the NYSE (which, as of
the date of
these Bylaws, require listed companies to
hold an annual shareholders' meeting during
each
fiscal year). In the event that an annual
meeting is not held within the period
specified by NYSE
rules 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 annual meeting with the
same
effect as if held within such 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, by
mailing such
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notice, postage prepaid, to the Shareholder's
address as it appears on the records of the
Trust or
by providing notice to such Shareholder by
electronic transmission or by any other
means
permitted by applicable law. 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-three and one-third
percent
(33?%) 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-three and one-third
percent (33?%)
(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
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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 three 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
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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 first annual
meeting
to be held after the initial offering of the
Trust's Common Shares, the Shareholder
Notice
must be so delivered or mailed and so
received on or before January 31, 2020;
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 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 ▇▇▇▇ ▇▇▇) 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.
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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.
(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
▇▇▇▇▇ 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.
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(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.