EXHIBIT 2b
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BYLAWS
of
WESTERN ASSET CORE PLUS BOND TRUST I
(Dated as of December 17, 2001)
ARTICLE 1
Principal Office, Agreement and Declaration of Trust and Agent for Service of
Process
1.1 Principal Office of the Trust. A principal office of the Trust shall
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be located in Pasadena, California. 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
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the Agreement and Declaration of Trust, as amended or restated from time to time
(the "Declaration of Trust"), of Western Asset Core Plus Bond Trust I, 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.
1.3 Agent for Service of Process. The name and address of the agent of
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the Trust in the Commonwealth of Massachusetts is Corporation Service Company,
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ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings. Regular meetings of the Trustees may be held
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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
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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
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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
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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
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President, a Treasurer, a Secretary, 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. The Chairman of the Trustees, if one is elected, shall be a Trustee and
may but need not be a Shareholder and shall be considered an officer of the
Trustees and not of the Trust. Any other 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
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elected annually by the Trustees. Other officers, if any, may be elected or
appointed by the Trustees at the same meeting 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
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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
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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
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provide, the Chairman of the Trustees 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 Chairman of the
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Trustees shall perform such other duties as may be assigned to him by the
Trustees, but shall have no individual authority to act for the Trust as an
officer of the Trust. 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
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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, subadviser 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
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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
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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
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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.
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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.
ARTICLE 5
Reports
5.1 General. The Trustees and officers shall render reports at the time
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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
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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
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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
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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
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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
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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 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
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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
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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
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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 effect 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)
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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
subadviser 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
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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 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,
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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 the Trustees (including
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 time, day, place and purpose of the meeting shall be given or caused
to be given by the 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
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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.
10.3 Quorum and Required Vote. Except when a larger quorum is required by
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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
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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 Advance Notice of Shareholder Nominations of Trustees and Proposals
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to Fix the Number of Trustees. Only persons who are nominated in accordance with
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the following procedures shall be eligible for election as Trustees, and no
proposal to fix the number of Trustees shall be brought before a meeting of
Shareholders or otherwise transacted unless in accordance with the following
procedures, except as may be otherwise provided in the 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.
(a) Meetings of Shareholders.
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(1) Nominations of persons for election to the Board of
Trustees and proposals to fix the number of Trustees may be made at an
annual meeting of Shareholders or at a special meeting of Shareholders in
lieu of an annual meeting only (i) pursuant to the notice of meeting given
by or at the direction of the Trustees pursuant to
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Section 10.2 of the Bylaws, (ii) by or at the direction of the Trustees
(or any duly authorized committee thereof) or the Chairman of the
Trustees, if any, or (iii) by any Shareholder of the Trust who was a
Shareholder of record at the time the notice provided for in this
Section 10.5 is delivered to the Secretary of the Trust, who is
entitled to vote at the meeting and who complies with the notice
procedures set forth in subparagraph (2) of this paragraph (a) of this
Section 10.5.
(2) For such nominations or proposals to be properly brought
before a meeting by a Shareholder pursuant to clause (iii) of paragraph
(a) of this Section 10.5, the Shareholder must have given timely notice
thereof in writing to the Secretary of the Trust in accordance with
paragraph (b) of this Section 10.5. The Shareholder's notice shall
contain, at a minimum, the information set forth in paragraph (c) of
this Section 10.5.
(b) Timely Notice.
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(1) Annual Meeting. To be timely, a Shareholder's notice
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required by subparagraph (2) of paragraph (a) of this Section 10.5 in
respect of an annual meeting shall be delivered to the Secretary at the
principal executive offices of the Trust not less than sixty (60) nor
more than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting; provided, however, that with
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respect to the annual meeting to be held in the calendar year 2003,
notice by the Shareholder in order to be timely must be so received on
or before April 1, 2003; provided further, however, if and only if the
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annual meeting is not scheduled to be held on a date that is within
thirty (30) days before or after such anniversary date, notice by the
Shareholder in order to be timely must be so received no later than the
close of business on the tenth (10/th/) day following the earlier of
the date on which notice of the date of the annual meeting was mailed
and the date on which public announcement of the date of the annual
meeting was first made.
(2) Special Meeting in Lieu of Annual Meeting. To be timely, a
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Shareholder's notice required by subparagraph (2) of paragraph (a) of
this Section 10.5 in respect of a special meeting in lieu of an annual
meeting shall be delivered to the Secretary at the principal executive
offices of the Trust not later than the close of business on the tenth
(10/th/) day following the date on which public announcement was first
made of the date of the special meeting.
(3) General. In no event shall an adjournment or postponement
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(or a public announcement thereof) of a meeting of Shareholders
commence a new time period (or extend any time period) for the giving
of a Shareholder's notice as described in this paragraph (b) of this
Section 10.5.
(c) Content of Shareholder's Notice.
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(1) Any Shareholder's notice required by this Section 10.5
shall set forth as to each person, if any, whom the Shareholder
proposes to nominate for election or re-election as a Trustee (i) the
person's name, age, date of birth, business address,
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residence address and nationality; (ii) any other information regarding
the person required by each of paragraphs (a), (d), (e) and (f) of Item
401 of Regulation S-K and paragraph (b) of Item 22 of Rule 14a-101
(Schedule 14A) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); (iii) any other information regarding the person
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; (iv)
whether the Shareholder believes the person 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 the person that will be sufficient for the Trust
to make such determination; (v) the written consent of the person to
being named as a nominee and to serve as a Trustee if elected; and (vi)
the class or series and number of all Shares of the Trust owned
beneficially or of record by the person. Any Shareholder's notice
required by this Section 10.5 in respect of a proposal to fix the
number of Trustees shall also set forth a description and the text of
the proposal, which description and text shall state a fixed number of
Trustees that otherwise complies with applicable law, the Bylaws and
the Declaration of Trust.
(2) Such Shareholder's notice further shall set forth as to the
Shareholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination is made (i) the name and address of the
Shareholder and such beneficial owner, as they appear on the Trust's
books; (ii) the class or series and number of all Shares of the Trust
owned beneficially and of record by the Shareholder and such beneficial
owner; (iii) 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; (iv) a representation that the
Shareholder intends to appear in person or by proxy at the meeting to,
as the case may be, (A) nominate each person named in its notice and
(B) make the proposal to fix the number of Trustees as stated in its
notice; and (v) 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 solicitation of proxies for
election of Trustees or directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder.
(3) The Trustees may require any proposed nominee to furnish
such other information as they may reasonably require to determine the
eligibility of such proposed nominee to serve as a Trustee.
(d) Authority to Determine Compliance with Procedures. The person
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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 was made in compliance with applicable law and
with the procedures set forth in this Section 10.5 and elsewhere in the
Bylaws and in the Declaration of Trust and (ii) if any nomination or
proposal is not so in compliance to declare that such nomination or
proposal shall be disregarded.
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ARTICLE 11
Record Dates
11.1 General. For the purpose of determining the Shareholders who are
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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.
ARTICLE 12
Amendment to the Bylaws
12.1 General. Except to the extent that the Declaration of Trust or
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applicable law requires a vote or consent of Shareholders or a higher vote or
consent by the Trustees and/or 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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